HomeMy WebLinkAboutItem 11c - On-Call Engineering Services
DATE: November 1, 2022
TO: Honorable Mayor and City Council
FROM: Jason Kruckeberg, Assistant City Manager/Development Services Director
Phil Wray, Deputy Development Services Director/City Engineer
By: Johnathan Doojphibulpol, Associate Civil Engineer
SUBJECT: PROFESSIONAL SERVICES AGREEMENTS FOR ON-CALL
ENGINEERING SERVICES WITH HR GREEN PACIFIC, INC., KREUZER
CONSULTING GROUP, AND PSOMAS
Recommendation: Approve
SUMMARY
The Development Services Department is requesting authorization to execute
Professional Services Agreements with HR Green Pacific, Inc. (“HR Green”), Kreuzer
Consulting Group (“KCG”) and Psomas for engineering design services for projects in
the City’s Capital Improvement Program (“CIP”). Having access to on-call engineering
services at an agreed-upon rate expedites projects and keeps costs lower overall. It is
recommended that the City Council authorize and direct the City Manager to execute
on-call Professional Services Agreements with all three firms for a term of three years,
with the option to extend the agreements for two additional years, to end on June 30,
2027.
BACKGROUND
Projects in the City’s Capital Improvement Program (“CIP”) frequently require detailed
engineering design. In the past, the Development Services Department has designed
engineering drawings in-house or sent out requests-for-proposals for design services
and entered into Professional Service Agreements (“PSAs”) on a project-by-project
basis. Over time, this approach was sufficient to keep pace with the number of CIP
projects. However, when evaluating the current and near future capital project needs,
along with overall workloads and responsibilities, it was determined that a more efficient
way to assign work and administer projects is needed to keep pace with the number
and size of expected future projects.
Agreement for On-Call Engineering Design Services
November 1, 2022
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There are four projects currently budgeted in the CIP in need of engineering design as
follows:
• First Avenue and Second Avenue Pavement Rehabilitation - Between Huntington
Drive and Duarte Road
• Downtown Parking Lot Improvements Conceptual Design Alternatives
• Colorado Street/Boulevard Complete Streets Conceptual Design
• Baldwin Avenue Streetscape Improvements
While these are the largest projects in the CIP in need of design services, there are
other technical analyses that will be needed to keep projects on track in the years
ahead. As a result, on-call engineering services would be useful to provide City staff
with a more efficient, advantageous, and business-friendly approach to consultant
services. By having pre-approved and qualified engineering firms under contract, the
City will be able to quickly select a consultant and expedite project design. This is the
same approach the City uses for environmental consultants for California Environmental
Quality (“CEQA”) work, and assistance with architectural design services.
DISCUSSION
In July 2022, a request-for-proposal (“RFP”) was prepared, noticed in the newspaper,
posted on the City’s website, and sent to eight qualified engineering consulting firms. A
total of 10 proposals were received, but two firms’ proposals were disqualified because
they were received after the submission deadline. Proposals were received from the
following firms:
FIRM LOCATION
Civiltec Engineering, Inc. Monrovia, CA
HR Green Pacific, Inc. Corona, CA
IDS Group, Inc. Irvine, CA
IMEG Corp. Pasadena, CA
Kimley Horn and Associates, Inc. Los Angeles, CA
Kreuzer Consulting Group Seal Beach, CA
Psomas Los Angeles, CA
RKA Consulting Group Walnut, CA
General Technologies & Solutions (Disqualified) Los Angeles, CA
KOA (Disqualified) Monterey Park, CA
The eight qualifying proposals were evaluated according to the rating criteria of
responsiveness to the RFP, depth of experience relative to Arcadia’s needs,
Agreement for On-Call Engineering Design Services
November 1, 2022
Page 3 of 5
qualifications, composition, skills and experience of the team, ability to perform the work
in a timely manner, and hourly rates. Subsequent to the initial submittals, design work
samples were requested of each firm and reviewed for presentation, quality, and
attention to detail. As a result, Kreuzer Consulting Group (“KCG”), Psomas, and HR
Green Pacific, Inc. (“HR Green”), were selected as the top three candidates.
KCG was selected because of their quality proposal, an experienced team that has
worked together on past Arcadia projects, and their high-quality work. KCG has
successfully designed several projects for the City of Arcadia including the Westbound
Huntington Drive Sidewalk and Curb Ramp improvements, Citywide Bike Lanes, and
Live Oak Avenue Rehabilitation Improvements. They are a small firm of 12 employees
that provide excellent services at competitive prices, and they are currently providing
on-call engineering services to the Cities of Anaheim, Irvine, Brea, Long Beach, and
others.
Psomas was selected because of their quality proposal, their vast history of major
project work similar to Arcadia’s request, a broad spectrum of expertise within the firm,
and their team’s strength and experience. Psomas is a well-known and respected firm
that has been in business for over 70 years with multiple offices in Southern California
and approximately 200 employees. Their proposal emphasizes delivering quality
services, completing projects on time and within budget, and maintaining ideal client
and contractor relationships. Psomas currently provides on-call engineering services to
the Cities of Pasadena, West Hollywood, Beverly Hills, and others, and the County of
Los Angeles. They also currently provide on-call Environmental Consulting Services to
the City of Arcadia.
HR Green was selected because of their quality proposal, their history of project work
similar to Arcadia’s request, their team’s experience, and their history of similar services
to neighboring San Gabriel Valley cities. They are a large national firm, but a medium
sized firm in Southern California, with about 60 employees. With an office in Corona,
HR Green exclusively serves public agencies in California and specializes in multi-
faceted engineering and design services. HR Green currently provides on-call
engineering services to the Cities of Glendora, Claremont, Pomona, Diamond Bar, and
Rancho Cucamonga.
Although other proposing firms are certainly capable, these three firms were the highest
rated in the categories mentioned above, and their work examples were exceptional.
The other firms either focused on other engineering concentrations like utilities,
facilities, and structures, or they didn’t have the depth of relevant experience that the
top three proposals demonstrated.
Cost was evaluated as part of all proposals as it is the City’s directive to always receive
quality pricing along with quality work product. All the firms reviewed had pricing
proposals that are competitive, fair, and within the range of what is expected for these
Agreement for On-Call Engineering Design Services
November 1, 2022
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services. The top three firms bring different strengths and capabilities to the City to fulfill
the City’s different design needs. Psomas and HR Green have comparable and
competitive hourly rates. KCG’s hourly rates are lower due to lower overhead costs, but
their small workforce limits the size and complexity of projects they can reasonably
perform in a timely manner. Since the firms were not bidding on specific projects, there
is no final cost to use for comparison. All three firms will enter into Professional
Services Agreements (“PSAs”) for a three-year term, renewable for two additional
years. Their hourly rates, shown in the attached PSAs will be fixed for the entire five-
year period.
When the services of an on-call consultant are required, the firm best suited to provide
the services based on their qualifications for a particular project and their ability to meet
the project schedule will be asked to submit a proposal for the work. More than one firm
may be requested to propose on a given project depending on the type and magnitude
of the project. Staff will review the proposal(s) to make sure the scope of work and
schedule are acceptable, and the cost for services is in line with the hourly rates
submitted and at a reasonable scale for Engineering design costs. Proposals selected
for these services in this manner will be administratively approved, and a purchase
order prepared without any further PSAs needed at that time. The proposals will not
require subsequent City Council approval if the project was already approved by the
City Council through the operating budget, Capital Improvement Program, and/or
through grants that the Council has accepted. This will streamline the development
process and keep inflationary costs down during the term of the PSAs.
ENVIRONMENTAL ANALYSIS
The proposed action does not constitute a project under the California Environmental
Quality Act (“CEQA”), as it can be seen with certainty that it will have no impact on the
environment. Thus, this matter is exempt under CEQA.
FISCAL IMPACT
All work through this proposal will be for projects that have already been approved by
the City Council through the operating budget and Capital Improvement Program. Any
costs incurred will be paid within the proposed budget of the approved project.
RECOMMENDATION
It is recommended that the City Council determine that this action does not constitute a
project and is therefore exempt under the California Environmental Quality Act
(“CEQA”); and authorize and direct the City Manager to execute Professional Services
Agreements for On-Call Engineering Design Services with HR Green Pacific Inc.,
Kreuzer Consulting Group, and Psomas, for a term of three years with the option to
extend an additional two years, to end in 2027.
Agreement for On-Call Engineering Design Services
November 1, 2022
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Attachment No. 1: Proposed Professional Services Agreement (HR Green)
Attachment No. 2: Proposed Professional Services Agreement (Kreuzer Consulting
Group)
Attachment No. 3: Proposed Professional Services Agreement (Psomas)
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CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT REGARDING
ON-CALL ENGINEERING SERVICES WITH HR GREEN PACIFIC, INC.
This Agreement is made and entered into as of November _____, 2022 by and between
the City of Arcadia, a municipal corporation organized and operating under the laws of the State
of California with its principal place of business at 240 West Huntington Drive, Arcadia, California
91066 (“City”), and HR GREEN PACIFIC, INC., a corporation with its principal place of business
at 1260 Corona Pointe Court, Suite 305, Corona, California 92879 (hereinafter referred to as
“Consultant”). City and Consultant are sometimes individually referred to as “Party” and
collectively as “Parties” in this Agreement.
RECITALS
A.City is a public agency of the State of California and is in need of professional
services for the following project:
ON-CALL ENGINEERING SERVICES WITH HR GREEN PACIFIC, INC., (hereinafter referred to
as “the Project”).
B.Consultant is duly licensed and has the necessary qualifications to provide such
services.
C.The Parties desire by this Agreement to establish the terms for City to retain
Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1.Services.
Consultant shall provide the City with the services described in the Scope of Services
attached hereto as Exhibit “A.”
2. Compensation.
a.Subject to paragraph 2(b) below, the City shall pay for such services in
accordance with the Schedule of Charges set forth in Exhibit “B.”
b.All work performed by HR Green Pacific, Inc. and its employees shall be
paid for at an hourly rate. This Agreement will be based on a fixed hourly rate schedule. This
amount is to cover all printing and related costs, and the City will not pay any additional fees for
printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which
includes a detailed description of the work performed. Payments to Consultant for work
performed will be made on a monthly billing basis.
3.Additional Work.
Attachment No. 1
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If changes in the work seem merited by Consultant or the City, and informal consultations
with the other party indicate that a change is warranted, it shall be processed in the following
manner: a letter outlining the changes shall be forwarded to the City by Consultant with a
statement of estimated changes in fee or time schedule. An amendment to this Agreement shall
be prepared by the City and executed by both Parties before performance of such services, or
the City will not be required to pay for the changes in the scope of work. Such amendment shall
not render ineffective or invalidate unaffected portions of this Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs
incurred shall be maintained by Consultant and made available at all reasonable times during the
contract period and for four (4) years from the date of final payment under the contract for
inspection by City.
5. Term.
The term of this Agreement shall be from November ____, 2022 to November ____, 2025,
with an option to extend the Agreement for two (2) additional years, to end on June 30, 2027. The
Parties may, by mutual, written consent, extend the term of this Agreement if necessary to
complete the Project. Consultant shall perform its services in a prompt and timely manner within
the term of this Agreement and shall commence performance upon receipt of written notice from
the City to proceed (“Notice to Proceed”). The Notice to Proceed shall set forth the date of
commencement of work.
6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for
delays in performance caused by circumstances beyond the reasonable control of the non-
performing party. For purposes of this Agreement, such circumstances include but are not limited
to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil
disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or
judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a
reasonable time of being prevented from performing, give written notice to the other party
describing the circumstances preventing continued performance and the efforts being made to
resume performance of this Agreement.
7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and
regulations of the federal, state and local government, including Cal/OSHA requirements.
b. If required, Consultant shall assist the City, as requested, in obtaining and
maintaining all permits required of Consultant by federal, state and local regulatory agencies.
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c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of
hazardous and toxic substances spilled as a result of his or her services or operations performed
under this Agreement.
8. Standard of Care
Consultant’s services will be performed in accordance with generally accepted
professional practices and principles and in a manner consistent with the level of care and skill
ordinarily exercised by members of the profession currently practicing under similar conditions.
9. Assignment and Subconsultant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or
interest in this Agreement without the written consent of the City, which may be withheld for any
reason. Any attempt to so assign or so transfer without such consent shall be void and without
legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a
provision making them subject to all provisions stipulated in this Agreement. Nothing contained
herein shall prevent Consultant from employing independent associates, and subconsultants as
Consultant may deem appropriate to assist in the performance of services hereunder.
10. Independent Contractor
Consultant is retained as an independent contractor and is not an employee of City. No
employee or agent of Consultant shall become an employee of City. The work to be performed
shall be in accordance with the work described in this Agreement, subject to such directions and
amendments from City as herein provided.
11. Insurance. Consultant shall not commence work for the City until it has provided
evidence satisfactory to the City 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 secured all insurance required under this section.
a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance
of all work under this Agreement, in amounts not less than specified herein, Commercial General
Liability Insurance, in a form and with insurance companies acceptable to the City.
(ii) Coverage for Commercial General Liability insurance shall be at
least as broad as the following:
(1) Insurance Services Office Commercial General Liability
coverage (Occurrence Form CG 00 01) or exact equivalent.
(iii) Commercial General Liability Insurance must include coverage
for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
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(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion
deleted
(7) Contractual Liability with respect to this Agreement
(8) Property Damage
(9) Independent Consultants Coverage
(iv) The policy shall contain no endorsements or provisions limiting
coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured
against another; (3) products/completed operations liability; or (4) contain any other exclusion
contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents
and City designated volunteers additional insured status using ISO endorsement forms CG 20 10
10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or
provide coverage excess of a self-insured retention, subject to written approval by the City, and
provided that such deductibles shall not apply to the City as an additional insured.
b. Automobile Liability
(i) At all times during the performance of the work under this
Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and
property damage including coverage for owned, non-owned and hired vehicles, in a form and with
insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as
broad as Insurance Services Office Form Number CA 00 01 covering automobile liability
(Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents
and City designated volunteers additional insured status.
(iv) Subject to written approval by the City, the automobile liability
program may utilize deductibles, provided that such deductibles shall not apply to the City as an
additional insured, but not a self-insured retention.
c. Workers’ Compensation/Employer’s Liability
(i) Consultant certifies that he/she is aware of the provisions of Section
3700 of the California Labor Code which requires every employer to be insured against liability
for workers’ compensation or to undertake self-insurance in accordance with the provisions of
that code, and he/she will comply with such provisions before commencing work under this
Agreement.
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(ii) To the extent Consultant has employees at any time during the term
of this Agreement, at all times during the performance of the work under this Agreement, the
Consultant shall maintain full compensation insurance for all persons employed directly by
him/her to carry out the work contemplated under this Agreement, all in accordance with the
“Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of
California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts
indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period
required by this Agreement, workers’ compensation coverage of the same type and limits as
specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall
maintain professional liability or Errors and Omissions insurance appropriate to its profession, in
a form and with insurance companies acceptable to the City and in an amount indicated herein.
This insurance shall be endorsed to include contractual liability applicable to this Agreement and
shall be written on a policy form coverage specifically designed to protect against acts, errors or
omissions of the Consultant. “Covered Professional Services” as designated in the policy must
specifically include work performed under this Agreement. The policy must “pay on behalf of” the
insured and must include a provision establishing the insurer's duty to defend.
e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate
for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 per occurrence for bodily injury and
property damage
Employer’s Liability $1,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and
omissions)
(ii) Defense costs shall be payable in addition to the limits.
(iii) Requirements of specific coverage or limits contained in this
section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of
any coverage normally provided by any insurance. Any available coverage shall be provided to
the parties required to be named as Additional Insured pursuant to this Agreement.
f. Evidence Required
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Prior to execution of the Agreement, the Consultant shall file with the City evidence
of insurance from an insurer or insurers certifying to the coverage of all insurance required
herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent)
signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or
equivalent), together with required endorsements. All evidence of insurance shall be signed by
a properly authorized officer, agent, or qualified representative of the insurer and shall certify the
names of the insured, any additional insureds, where appropriate, the type and amount of the
insurance, the location and operations to which the insurance applies, and the expiration date of
such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior
written notice of cancellation of any policy required by this Agreement, except that the Consultant
shall provide at least ten (10) days prior written notice of cancellation of any such policy due to
non-payment of premium. If any of the required coverage is cancelled or expires during the term
of this Agreement, the Consultant shall deliver renewal certificate(s) including the General
Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective
date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy
shall each contain a provision stating that Consultant’s policy is primary insurance and that any
insurance, self-insurance or other coverage maintained by the City or any named insureds shall
not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the
effective date of this Agreement. Consultant shall maintain such coverage continuously for a
period of at least three years after the completion of the work under this Agreement. Consultant
shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced
past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the
policy is replaced by another claims-made policy with a retroactive date subsequent to the
effective date of this Agreement.
(iv) All required insurance coverages, except for the professional
liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its
officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or
others providing insurance evidence in compliance with these specifications to waive their right
of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and
shall require similar written express waivers and insurance clauses from each of its
subconsultants.
(v) The limits set forth herein shall apply separately to each insured
against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in
excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City
and shall not preclude the City from taking such other actions available to the City under other
provisions of the Agreement or law.
h. Qualifying Insurers
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(i) All policies required shall be issued by acceptable insurance
companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies
with a current A.M. Best's rating of no less than A:VII and admitted to transact in the
business of insurance in the State of California, or otherwise allowed to place insurance
through surplus line brokers under applicable provisions of the California Insurance Code
or any federal law.
i. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance
coverage to be maintained by Consultant, and any approval of said insurance by the City, is not
intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise
assumed by the Consultant pursuant to this Agreement, including but not limited to, the
provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of
insurance required under this Agreement does not comply with these specifications or is
canceled and not replaced, City has the right but not the duty to obtain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of
all insurance policies in effect for the duration of the Project.
(iv) Neither the City nor any of its officials, officers, employees, agents
or volunteers shall be personally responsible for any liability arising under or by virtue of this
Agreement.
j. Subconsultant Insurance Requirements. Consultant shall not allow any
subcontractors or subconsultants to commence work on any subcontract until they have provided
evidence satisfactory to the City that they have secured all insurance required under this section.
Policies of commercial general liability insurance provided by such subcontractors or
subconsultants shall be endorsed to name the City as an additional insured using ISO form CG
20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant,
City may approve different scopes or minimum limits of insurance for particular subcontractors
or subconsultants.
12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel
of City’s choosing), 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 of any kind, in law or equity, to property or persons, including
wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or
omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors,
consultants or agents in connection with the performance of the Consultant’s services, the Project
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or this Agreement, including without limitation the payment of all damages, expert witness fees
and attorney’s fees and other related costs and expenses. Consultant's obligation to indemnify
shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials,
officers, employees, agents, or volunteers.
b. To the extent required by Civil Code section 2782.8, which is fully
incorporated herein, Consultant’s obligations under the above indemnity shall be limited to claims
that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
Consultant, but shall not otherwise be reduced. If Consultant’s obligations to defend, indemnify,
and/or hold harmless arise out of Consultant’s performance of “design professional services” (as
that term is defined under Civil Code section 2782.8), then upon Consultant obtaining a final
adjudication that liability under a claim is caused by the comparative active negligence or willful
misconduct of the City, Consultant’s obligations shall be reduced in proportion to the established
comparative liability of the City and shall not exceed the Consultant’s proportionate percentage
of fault.
13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections
1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the
performance of other requirements on certain “public works” and “maintenance” projects
(“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public
works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total
compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration,
demolition, installation, or repair, Consultant agrees to fully comply with such Prevailing Wage
Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and
agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any
failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon
the Consultant and all subconsultants to comply with all California Labor Code provisions, which
include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775),
employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code
Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment
of contractors and subcontractors (Labor Code Section 1777.1).
b. If the services are being performed as part of an applicable “public works”
or “maintenance” project and if the total compensation is $15,000 or more for maintenance or
$25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to
Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such
services must be registered with the Department of Industrial Relations. Consultant shall maintain
registration for the duration of the Project and require the same of any subconsultants, as
applicable. This Project may also be subject to compliance monitoring and enforcement by the
Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all
applicable registration and labor compliance requirements.
c. This Agreement may also be subject to compliance monitoring and
enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility
to comply with all applicable registration and labor compliance requirements. Any stop orders
issued by the Department of Industrial Relations against Consultant or any subcontractor that
affect Consultant’s performance of services, including any delay, shall be Consultant’s sole
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responsibility. Any delay arising out of or resulting from such stop orders shall be considered
Consultant caused delay and shall not be compensable by the City. Consultant shall defend,
indemnify and hold the City, its officials, officers, employees and agents free and harmless from
any claim or liability arising out of stop orders issued by the Department of Industrial Relations
against Consultant or any subcontractor.
14. Verification of Employment Eligibility.
By executing this Agreement, Consultant verifies that it fully complies with all requirements
and restrictions of state and federal law respecting the employment of undocumented aliens,
including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended
from time to time, and shall require all subconsultants and sub-subconsultants to comply with the
same.
15. Laws and Venue.
This Agreement shall be interpreted in accordance with the laws of the State of California.
If any action is brought to interpret or enforce any term of this Agreement, the action shall be
brought in a state or federal court situated in the County of Los Angeles, State of California.
16. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work
under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event,
City shall be immediately given title and possession to all original field notes, drawings and
specifications, written reports and other documents produced or developed for that portion of the
work completed and/or being abandoned. City shall pay Consultant the reasonable value of
services rendered for any portion of the work completed prior to termination. If said termination
occurs prior to completion of any task for the Project for which a payment request has not been
received, the charge for services performed during such task shall be the reasonable value of
such services, based on an amount mutually agreed to by City and Consultant of the portion of
such task completed but not paid prior to said termination. City shall not be liable for any costs
other than the charges or portions thereof which are specified herein. Consultant shall not be
entitled to payment for unperformed services and shall not be entitled to damages or
compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under
this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial
failure by City to perform in accordance with the terms of this Agreement through no fault of
Consultant.
17. Documents. Except as otherwise provided in “Termination or Abandonment,”
above, all original field notes, written reports, Drawings and Specifications and other documents,
produced or developed for the Project shall, upon payment in full for the services described in this
Agreement, be furnished to and become the property of the City.
18. Organization
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Consultant shall assign Chase Keys as Project Manager. The Project Manager shall not
be removed from the Project or reassigned without the prior written consent of the City.
19. Limitation of Agreement.
This Agreement is limited to and includes only the work included in the Project described
above.
20. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given
or delivered by depositing the same in any United States Post Office, certified mail, return receipt
requested, postage prepaid, addressed to:
CITY:
City of Arcadia
240 West Huntington Drive
Arcadia, CA 91066
Attn: Philip A. Wray, Deputy Director of
Development Services/City Engineer
CONSULTANT:
HR Green Pacific, Inc.
1260 Corona Pointe Court, Suite 305
Corona, CA 92879
Attn: Timothy Hartnett, Vice President and
Principal-In-Charge
and shall be effective upon receipt thereof.
21. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other
than the City and the Consultant.
22. Equal Opportunity Employment.
Consultant represents that it is an equal opportunity employer and that it shall not
discriminate against any employee or applicant for employment because of race, religion, color,
national origin, ancestry, sex, age or other interests protected by the State or Federal
Constitutions. 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.
23. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and
Consultant as to those matters contained herein, and supersedes and cancels any prior or
contemporaneous oral or written understanding, promises or representations with respect to
those matters covered hereunder. Each party acknowledges that no representations,
inducements, promises or agreements have been made by any person which are not incorporated
herein, and that any other agreements shall be void. This Agreement may not be modified or
altered except in writing signed by both Parties hereto. This is an integrated Agreement.
24. Severability
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The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not
render the provisions unenforceable, invalid or illegal.
25. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in
interest, executors, administrators and assigns of each party to this Agreement. However,
Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights,
burdens, duties or obligations without the prior written consent of City. Any attempted assignment
without such consent shall be invalid and void.
26. Non-Waiver
None of the provisions of this Agreement shall be considered waived by either party,
unless such waiver is specifically specified in writing.
27. Time of Essence
Time is of the essence for each and every provision of this Agreement.
28. City’s Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with
this Project or other projects.
29. 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
director, official, 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.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF ARCADIA
AND HR GREEN PACIFIC, INC.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
CITY OF ARCADIA HR GREEN PACIFIC, INC.
By: By:
Dominic Lazzaretto Signature
City Manager
Date: Its:
ATTEST: Printed Name
By: Date:
City Clerk
APPROVED AS TO FORM By:
Signature
By: Its:
Stephen P. Deitsch
City Attorney
Printed Name
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EXHIBIT A
Scope of Services
The consulting firm will effectively provide the following:
A. Survey and design services for entire projects or share project design with either City
staff or other consultant(s). The types of services are described in more detail below.
B. Regular interface with City staff and other City consultants, including attendance at
regularly scheduled coordination meetings as necessary when work is in progress.
C. Communicate and function as a team with City staff and other City consultants as
necessary.
D. Manage all assigned elements of projects to assure completion in a timely manner,
within budget, and in keeping with the City’s schedule.
Engineering services are more specifically described as follows, but not limited to:
Survey, Research, and Data Gathering
• Topographic and boundary surveying, and right-of-way documentation research as
necessary to accurately layout and display the project limits (Excel file format with cogo
points)
• Utility research to accurately locate all utilities within the project area. Consultants to
coordinate directly with utility companies.
• Base map preparation to show all existing infrastructure including, but not limited to,
streets, ADA curb ramps, curb & gutter, driveway approaches, sidewalk, property lines,
and utilities. Other items may be required to create an accurate representation of the
project area. (AutoCad in DWG file format)
• Visual survey of the existing infrastructure in the project area to document the condition
and note the need for repairs or replacements in the project scope. (PDF and
Word/Excel file format)
• Research of any available as-built plans for additional information.
Conceptual Design / Preliminary Engineering
• Conceptual design shall be provided where necessary to consider alternative project
scopes, evaluate funding needs, and better define the project details. Conceptual design
will include preliminary cost estimates and back-up information as requested to assist
the City in selecting a final scope of work.
Final Design / PS&E preparation
• Construction drawing preparation (PDF and DWG file format)
• All necessary construction details/diagrams (PDF and DWG file format)
• Signing & Striping plans, if applicable (PDF and DWG file format)
• Traffic control plans, if applicable (PDF and DWG file format)
• Preparation of special provisions and bid sheets (PDF and Word/Excel file format)
• Preparation of an engineer’s cost estimate (PDF and Word/Excel file format)
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Typical plan submittals will be required at 65%, 80% and 95% completion. Additional plan
reviews may be necessary depending on the extent of changes during the plan review process.
Cost estimates will be required at 65% submittal and completion.
Unless specifically requested of the Consultants, the City will be responsible for:
• Public outreach and correspondence
• Stakeholder/Community Meetings
• Preparation of bid packages, including bid documents and general provisions
• Bid, administration and contract award
• Project management and inspection
ADDITIONAL CONSULTANT RESPONSIBILITIES
The consultant shall also be available for responding to requests for information (RFI’s) and/or
discussion (by phone and email) as necessary to achieve a successful outcome of any of the
above items listed in the scope of services and shall be responsible for completing the specified
services in accordance with the City’s Professional Services Agreement (enclosed). All services
provided by the consultant(s) shall be performed by individuals that meet the qualification,
education, and certification/licensing requirements for the tasks.
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EXHIBIT B
Schedule of Charges/Payments
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EXHIBIT C
Project Schedule
There is no project schedule as this is an “On-Call Professional Service Agreement.”
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CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT REGARDING
ON-CALL ENGINEERING SERVICES WITH KREUZER CONSULTING GROUP
This Agreement is made and entered into as of November _____, 2022 by and between
the City of Arcadia, a municipal corporation organized and operating under the laws of the State
of California with its principal place of business at 240 West Huntington Drive, Arcadia, California
91066 (“City”), and KREUZER CONSULTING GROUP (“KCG”), a corporation with its principal
place of business at 320 Main Street, Unit D, Seal Beach, California 90740 (hereinafter referred
to as “Consultant”). City and Consultant are sometimes individually referred to as “Party” and
collectively as “Parties” in this Agreement.
RECITALS
A.City is a public agency of the State of California and is in need of professional
services for the following project:
ON-CALL ENGINEERING SERVICES WITH KREUZER CONSULTING GROUP (“KCG”)
(hereinafter referred to as “the Project”).
B.Consultant is duly licensed and has the necessary qualifications to provide such
services.
C.The Parties desire by this Agreement to establish the terms for City to retain
Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1.Services.
Consultant shall provide the City with the services described in the Scope of Services
attached hereto as Exhibit “A.”
2. Compensation.
a.Subject to paragraph 2(b) below, the City shall pay for such services in
accordance with the Schedule of Charges set forth in Exhibit “B.”
b.All work performed by HR Green Pacific, Inc. and its employees shall be
paid for at an hourly rate. This Agreement will be based on a fixed hourly rate schedule. This
amount is to cover all printing and related costs, and the City will not pay any additional fees for
printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which
includes a detailed description of the work performed. Payments to Consultant for work
performed will be made on a monthly billing basis.
3.Additional Work.
Attachment No. 2
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If changes in the work seem merited by Consultant or the City, and informal consultations
with the other party indicate that a change is warranted, it shall be processed in the following
manner: a letter outlining the changes shall be forwarded to the City by Consultant with a
statement of estimated changes in fee or time schedule. An amendment to this Agreement shall
be prepared by the City and executed by both Parties before performance of such services, or
the City will not be required to pay for the changes in the scope of work. Such amendment shall
not render ineffective or invalidate unaffected portions of this Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs
incurred shall be maintained by Consultant and made available at all reasonable times during the
contract period and for four (4) years from the date of final payment under the contract for
inspection by City.
5. Term.
The term of this Agreement shall be from November ____, 2022 to November ____, 2025,
with an option to extend the Agreement for two (2) additional years, to end on June 30, 2027. The
Parties may, by mutual, written consent, extend the term of this Agreement if necessary to
complete the Project. Consultant shall perform its services in a prompt and timely manner within
the term of this Agreement and shall commence performance upon receipt of written notice from
the City to proceed (“Notice to Proceed”). The Notice to Proceed shall set forth the date of
commencement of work.
6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for
delays in performance caused by circumstances beyond the reasonable control of the non-
performing party. For purposes of this Agreement, such circumstances include but are not limited
to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil
disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or
judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a
reasonable time of being prevented from performing, give written notice to the other party
describing the circumstances preventing continued performance and the efforts being made to
resume performance of this Agreement.
7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and
regulations of the federal, state and local government, including Cal/OSHA requirements.
b. If required, Consultant shall assist the City, as requested, in obtaining and
maintaining all permits required of Consultant by federal, state and local regulatory agencies.
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c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of
hazardous and toxic substances spilled as a result of his or her services or operations performed
under this Agreement.
8. Standard of Care
Consultant’s services will be performed in accordance with generally accepted
professional practices and principles and in a manner consistent with the level of care and skill
ordinarily exercised by members of the profession currently practicing under similar conditions.
9. Assignment and Subconsultant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or
interest in this Agreement without the written consent of the City, which may be withheld for any
reason. Any attempt to so assign or so transfer without such consent shall be void and without
legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a
provision making them subject to all provisions stipulated in this Agreement. Nothing contained
herein shall prevent Consultant from employing independent associates, and subconsultants as
Consultant may deem appropriate to assist in the performance of services hereunder.
10. Independent Contractor
Consultant is retained as an independent contractor and is not an employee of City. No
employee or agent of Consultant shall become an employee of City. The work to be performed
shall be in accordance with the work described in this Agreement, subject to such directions and
amendments from City as herein provided.
11. Insurance. Consultant shall not commence work for the City until it has provided
evidence satisfactory to the City 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 secured all insurance required under this section.
a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance
of all work under this Agreement, in amounts not less than specified herein, Commercial General
Liability Insurance, in a form and with insurance companies acceptable to the City.
(ii) Coverage for Commercial General Liability insurance shall be at
least as broad as the following:
(1) Insurance Services Office Commercial General Liability
coverage (Occurrence Form CG 00 01) or exact equivalent.
(iii) Commercial General Liability Insurance must include coverage
for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
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(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion
deleted
(7) Contractual Liability with respect to this Agreement
(8) Property Damage
(9) Independent Consultants Coverage
(iv) The policy shall contain no endorsements or provisions limiting
coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured
against another; (3) products/completed operations liability; or (4) contain any other exclusion
contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents
and City designated volunteers additional insured status using ISO endorsement forms CG 20 10
10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or
provide coverage excess of a self-insured retention, subject to written approval by the City, and
provided that such deductibles shall not apply to the City as an additional insured.
b. Automobile Liability
(i) At all times during the performance of the work under this
Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and
property damage including coverage for owned, non-owned and hired vehicles, in a form and with
insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as
broad as Insurance Services Office Form Number CA 00 01 covering automobile liability
(Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents
and City designated volunteers additional insured status.
(iv) Subject to written approval by the City, the automobile liability
program may utilize deductibles, provided that such deductibles shall not apply to the City as an
additional insured, but not a self-insured retention.
c. Workers’ Compensation/Employer’s Liability
(i) Consultant certifies that he/she is aware of the provisions of Section
3700 of the California Labor Code which requires every employer to be insured against liability
for workers’ compensation or to undertake self-insurance in accordance with the provisions of
that code, and he/she will comply with such provisions before commencing work under this
Agreement.
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(ii) To the extent Consultant has employees at any time during the term
of this Agreement, at all times during the performance of the work under this Agreement, the
Consultant shall maintain full compensation insurance for all persons employed directly by
him/her to carry out the work contemplated under this Agreement, all in accordance with the
“Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of
California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts
indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period
required by this Agreement, workers’ compensation coverage of the same type and limits as
specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall
maintain professional liability or Errors and Omissions insurance appropriate to its profession, in
a form and with insurance companies acceptable to the City and in an amount indicated herein.
This insurance shall be endorsed to include contractual liability applicable to this Agreement and
shall be written on a policy form coverage specifically designed to protect against acts, errors or
omissions of the Consultant. “Covered Professional Services” as designated in the policy must
specifically include work performed under this Agreement. The policy must “pay on behalf of” the
insured and must include a provision establishing the insurer's duty to defend.
e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate
for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 per occurrence for bodily injury and
property damage
Employer’s Liability $1,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and
omissions)
(ii) Defense costs shall be payable in addition to the limits.
(iii) Requirements of specific coverage or limits contained in this
section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of
any coverage normally provided by any insurance. Any available coverage shall be provided to
the parties required to be named as Additional Insured pursuant to this Agreement.
f. Evidence Required
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Prior to execution of the Agreement, the Consultant shall file with the City evidence
of insurance from an insurer or insurers certifying to the coverage of all insurance required
herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent)
signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or
equivalent), together with required endorsements. All evidence of insurance shall be signed by
a properly authorized officer, agent, or qualified representative of the insurer and shall certify the
names of the insured, any additional insureds, where appropriate, the type and amount of the
insurance, the location and operations to which the insurance applies, and the expiration date of
such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior
written notice of cancellation of any policy required by this Agreement, except that the Consultant
shall provide at least ten (10) days prior written notice of cancellation of any such policy due to
non-payment of premium. If any of the required coverage is cancelled or expires during the term
of this Agreement, the Consultant shall deliver renewal certificate(s) including the General
Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective
date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy
shall each contain a provision stating that Consultant’s policy is primary insurance and that any
insurance, self-insurance or other coverage maintained by the City or any named insureds shall
not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the
effective date of this Agreement. Consultant shall maintain such coverage continuously for a
period of at least three years after the completion of the work under this Agreement. Consultant
shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced
past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the
policy is replaced by another claims-made policy with a retroactive date subsequent to the
effective date of this Agreement.
(iv) All required insurance coverages, except for the professional
liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its
officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or
others providing insurance evidence in compliance with these specifications to waive their right
of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and
shall require similar written express waivers and insurance clauses from each of its
subconsultants.
(v) The limits set forth herein shall apply separately to each insured
against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in
excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City
and shall not preclude the City from taking such other actions available to the City under other
provisions of the Agreement or law.
h. Qualifying Insurers
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(i) All policies required shall be issued by acceptable insurance
companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies
with a current A.M. Best's rating of no less than A:VII and admitted to transact in the
business of insurance in the State of California, or otherwise allowed to place insurance
through surplus line brokers under applicable provisions of the California Insurance Code
or any federal law.
i. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance
coverage to be maintained by Consultant, and any approval of said insurance by the City, is not
intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise
assumed by the Consultant pursuant to this Agreement, including but not limited to, the
provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of
insurance required under this Agreement does not comply with these specifications or is
canceled and not replaced, City has the right but not the duty to obtain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of
all insurance policies in effect for the duration of the Project.
(iv) Neither the City nor any of its officials, officers, employees, agents
or volunteers shall be personally responsible for any liability arising under or by virtue of this
Agreement.
j. Subconsultant Insurance Requirements. Consultant shall not allow any
subcontractors or subconsultants to commence work on any subcontract until they have provided
evidence satisfactory to the City that they have secured all insurance required under this section.
Policies of commercial general liability insurance provided by such subcontractors or
subconsultants shall be endorsed to name the City as an additional insured using ISO form CG
20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant,
City may approve different scopes or minimum limits of insurance for particular subcontractors
or subconsultants.
12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel
of City’s choosing), 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 of any kind, in law or equity, to property or persons, including
wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or
omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors,
consultants or agents in connection with the performance of the Consultant’s services, the Project
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or this Agreement, including without limitation the payment of all damages, expert witness fees
and attorney’s fees and other related costs and expenses. Consultant's obligation to indemnify
shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials,
officers, employees, agents, or volunteers.
b. To the extent required by Civil Code section 2782.8, which is fully
incorporated herein, Consultant’s obligations under the above indemnity shall be limited to claims
that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
Consultant, but shall not otherwise be reduced. If Consultant’s obligations to defend, indemnify,
and/or hold harmless arise out of Consultant’s performance of “design professional services” (as
that term is defined under Civil Code section 2782.8), then upon Consultant obtaining a final
adjudication that liability under a claim is caused by the comparative active negligence or willful
misconduct of the City, Consultant’s obligations shall be reduced in proportion to the established
comparative liability of the City and shall not exceed the Consultant’s proportionate percentage
of fault.
13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections
1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the
performance of other requirements on certain “public works” and “maintenance” projects
(“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public
works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total
compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration,
demolition, installation, or repair, Consultant agrees to fully comply with such Prevailing Wage
Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and
agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any
failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon
the Consultant and all subconsultants to comply with all California Labor Code provisions, which
include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775),
employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code
Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment
of contractors and subcontractors (Labor Code Section 1777.1).
b. If the services are being performed as part of an applicable “public works”
or “maintenance” project and if the total compensation is $15,000 or more for maintenance or
$25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to
Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such
services must be registered with the Department of Industrial Relations. Consultant shall maintain
registration for the duration of the Project and require the same of any subconsultants, as
applicable. This Project may also be subject to compliance monitoring and enforcement by the
Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all
applicable registration and labor compliance requirements.
c. This Agreement may also be subject to compliance monitoring and
enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility
to comply with all applicable registration and labor compliance requirements. Any stop orders
issued by the Department of Industrial Relations against Consultant or any subcontractor that
affect Consultant’s performance of services, including any delay, shall be Consultant’s sole
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responsibility. Any delay arising out of or resulting from such stop orders shall be considered
Consultant caused delay and shall not be compensable by the City. Consultant shall defend,
indemnify and hold the City, its officials, officers, employees and agents free and harmless from
any claim or liability arising out of stop orders issued by the Department of Industrial Relations
against Consultant or any subcontractor.
14. Verification of Employment Eligibility.
By executing this Agreement, Consultant verifies that it fully complies with all requirements
and restrictions of state and federal law respecting the employment of undocumented aliens,
including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended
from time to time, and shall require all subconsultants and sub-subconsultants to comply with the
same.
15. Laws and Venue.
This Agreement shall be interpreted in accordance with the laws of the State of California.
If any action is brought to interpret or enforce any term of this Agreement, the action shall be
brought in a state or federal court situated in the County of Los Angeles, State of California.
16. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work
under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event,
City shall be immediately given title and possession to all original field notes, drawings and
specifications, written reports and other documents produced or developed for that portion of the
work completed and/or being abandoned. City shall pay Consultant the reasonable value of
services rendered for any portion of the work completed prior to termination. If said termination
occurs prior to completion of any task for the Project for which a payment request has not been
received, the charge for services performed during such task shall be the reasonable value of
such services, based on an amount mutually agreed to by City and Consultant of the portion of
such task completed but not paid prior to said termination. City shall not be liable for any costs
other than the charges or portions thereof which are specified herein. Consultant shall not be
entitled to payment for unperformed services and shall not be entitled to damages or
compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under
this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial
failure by City to perform in accordance with the terms of this Agreement through no fault of
Consultant.
17. Documents. Except as otherwise provided in “Termination or Abandonment,”
above, all original field notes, written reports, Drawings and Specifications and other documents,
produced or developed for the Project shall, upon payment in full for the services described in this
Agreement, be furnished to and become the property of the City.
18. Organization
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Consultant shall assign Rick Kreuzer as Project Manager. The Project Manager shall not
be removed from the Project or reassigned without the prior written consent of the City.
19. Limitation of Agreement.
This Agreement is limited to and includes only the work included in the Project described
above.
20. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given
or delivered by depositing the same in any United States Post Office, certified mail, return receipt
requested, postage prepaid, addressed to:
CITY:
City of Arcadia
240 West Huntington Drive
Arcadia, CA 91066
Attn: Philip A. Wray, Deputy Director of
Development Services/City Engineer
CONSULTANT:
Kreuzer Consulting Group
320 Main Street, Unit D
Seal Beach, CA 90740
Attn: Rick Kreuzer, President
and shall be effective upon receipt thereof.
21. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other
than the City and the Consultant.
22. Equal Opportunity Employment.
Consultant represents that it is an equal opportunity employer and that it shall not
discriminate against any employee or applicant for employment because of race, religion, color,
national origin, ancestry, sex, age or other interests protected by the State or Federal
Constitutions. 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.
23. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and
Consultant as to those matters contained herein, and supersedes and cancels any prior or
contemporaneous oral or written understanding, promises or representations with respect to
those matters covered hereunder. Each party acknowledges that no representations,
inducements, promises or agreements have been made by any person which are not incorporated
herein, and that any other agreements shall be void. This Agreement may not be modified or
altered except in writing signed by both Parties hereto. This is an integrated Agreement.
24. Severability
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The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not
render the provisions unenforceable, invalid or illegal.
25. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in
interest, executors, administrators and assigns of each party to this Agreement. However,
Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights,
burdens, duties or obligations without the prior written consent of City. Any attempted assignment
without such consent shall be invalid and void.
26. Non-Waiver
None of the provisions of this Agreement shall be considered waived by either party,
unless such waiver is specifically specified in writing.
27. Time of Essence
Time is of the essence for each and every provision of this Agreement.
28. City’s Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with
this Project or other projects.
29. 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
director, official, 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.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF ARCADIA
AND KREUZER CONSULTING GROUP
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
CITY OF ARCADIA KREUZER CONSULTING
By: By:
Dominic Lazzaretto Signature
City Manager
Date: Its:
ATTEST: Printed Name
By: Date:
City Clerk
APPROVED AS TO FORM By:
Signature
By: Its:
Stephen P. Deitsch
City Attorney
Printed Name
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EXHIBIT A
Scope of Services
The consulting firm will effectively provide the following:
A. Survey and design services for entire projects or share project design with either City
staff or other consultant(s). The types of services are described in more detail below.
B. Regular interface with City staff and other City consultants, including attendance at
regularly scheduled coordination meetings as necessary when work is in progress.
C. Communicate and function as a team with City staff and other City consultants as
necessary.
D. Manage all assigned elements of projects to assure completion in a timely manner,
within budget, and in keeping with the City’s schedule.
Engineering services are more specifically described as follows, but not limited to:
Survey, Research, and Data Gathering
• Topographic and boundary surveying, and right-of-way documentation research as
necessary to accurately layout and display the project limits (Excel file format with cogo
points)
• Utility research to accurately locate all utilities within the project area. Consultants to
coordinate directly with utility companies.
• Base map preparation to show all existing infrastructure including, but not limited to,
streets, ADA curb ramps, curb & gutter, driveway approaches, sidewalk, property lines,
and utilities. Other items may be required to create an accurate representation of the
project area. (AutoCad in DWG file format)
• Visual survey of the existing infrastructure in the project area to document the condition
and note the need for repairs or replacements in the project scope. (PDF and
Word/Excel file format)
• Research of any available as-built plans for additional information.
Conceptual Design / Preliminary Engineering
• Conceptual design shall be provided where necessary to consider alternative project
scopes, evaluate funding needs, and better define the project details. Conceptual design
will include preliminary cost estimates and back-up information as requested to assist
the City in selecting a final scope of work.
Final Design / PS&E preparation
• Construction drawing preparation (PDF and DWG file format)
• All necessary construction details/diagrams (PDF and DWG file format)
• Signing & Striping plans, if applicable (PDF and DWG file format)
• Traffic control plans, if applicable (PDF and DWG file format)
• Preparation of special provisions and bid sheets (PDF and Word/Excel file format)
• Preparation of an engineer’s cost estimate (PDF and Word/Excel file format)
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Typical plan submittals will be required at 65%, 80% and 95% completion. Additional plan
reviews may be necessary depending on the extent of changes during the plan review process.
Cost estimates will be required at 65% submittal and completion.
Unless specifically requested of the Consultants, the City will be responsible for:
• Public outreach and correspondence
• Stakeholder/Community Meetings
• Preparation of bid packages, including bid documents and general provisions
• Bid, administration and contract award
• Project management and inspection
ADDITIONAL CONSULTANT RESPONSIBILITIES
The consultant shall also be available for responding to requests for information (RFI’s) and/or
discussion (by phone and email) as necessary to achieve a successful outcome of any of the
above items listed in the scope of services and shall be responsible for completing the specified
services in accordance with the City’s Professional Services Agreement (enclosed). All services
provided by the consultant(s) shall be performed by individuals that meet the qualification,
education, and certification/licensing requirements for the tasks.
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EXHIBIT B
Schedule of Charges/Payments
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EXHIBIT C
Project Schedule
There is no project schedule as this is an “On-Call Professional Service Agreement.”
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CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT REGARDING
ON-CALL ENGINEERING SERVICES WITH PSOMAS.
This Agreement is made and entered into as of November _____, 2022 by and between
the City of Arcadia, a municipal corporation organized and operating under the laws of the State
of California with its principal place of business at 240 West Huntington Drive, Arcadia, California
91066 (“City”), and PSOMAS, a corporation with its principal place of business at 555 South
Flower Street, Suite 4300, Los Angeles, California 90071 (hereinafter referred to as “Consultant”).
City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties”
in this Agreement.
RECITALS
A.City is a public agency of the State of California and is in need of professional
services for the following project:
ON-CALL ENGINEERING SERVICES WITH PSOMAS, (hereinafter referred to as “the Project”).
B.Consultant is duly licensed and has the necessary qualifications to provide such
services.
C.The Parties desire by this Agreement to establish the terms for City to retain
Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1.Services.
Consultant shall provide the City with the services described in the Scope of Services
attached hereto as Exhibit “A.”
2. Compensation.
a.Subject to paragraph 2(b) below, the City shall pay for such services in
accordance with the Schedule of Charges set forth in Exhibit “B.”
b.All work performed by Psomas and its employees shall be paid for at an
hourly rate. This Agreement will be based on a fixed hourly rate schedule. This amount is to cover
all printing and related costs, and the City will not pay any additional fees for printing expenses.
Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed
description of the work performed. Payments to Consultant for work performed will be made on
a monthly billing basis.
3.Additional Work.
Attachment No. 3
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If changes in the work seem merited by Consultant or the City, and informal consultations
with the other party indicate that a change is warranted, it shall be processed in the following
manner: a letter outlining the changes shall be forwarded to the City by Consultant with a
statement of estimated changes in fee or time schedule. An amendment to this Agreement shall
be prepared by the City and executed by both Parties before performance of such services, or
the City will not be required to pay for the changes in the scope of work. Such amendment shall
not render ineffective or invalidate unaffected portions of this Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs
incurred shall be maintained by Consultant and made available at all reasonable times during the
contract period and for four (4) years from the date of final payment under the contract for
inspection by City.
5. Term.
The term of this Agreement shall be from November ____, 2022 to November ____, 2025,
with an option to extend the Agreement for two (2) additional years, to end on June 30, 2027. The
Parties may, by mutual, written consent, extend the term of this Agreement if necessary to
complete the Project. Consultant shall perform its services in a prompt and timely manner within
the term of this Agreement and shall commence performance upon receipt of written notice from
the City to proceed (“Notice to Proceed”). The Notice to Proceed shall set forth the date of
commencement of work.
6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for
delays in performance caused by circumstances beyond the reasonable control of the non-
performing party. For purposes of this Agreement, such circumstances include but are not limited
to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil
disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or
judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a
reasonable time of being prevented from performing, give written notice to the other party
describing the circumstances preventing continued performance and the efforts being made to
resume performance of this Agreement.
7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and
regulations of the federal, state and local government, including Cal/OSHA requirements.
b. If required, Consultant shall assist the City, as requested, in obtaining and
maintaining all permits required of Consultant by federal, state and local regulatory agencies.
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c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of
hazardous and toxic substances spilled as a result of his or her services or operations performed
under this Agreement.
8. Standard of Care
Consultant’s services will be performed in accordance with generally accepted
professional practices and principles and in a manner consistent with the level of care and skill
ordinarily exercised by members of the profession currently practicing under similar conditions.
9. Assignment and Subconsultant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or
interest in this Agreement without the written consent of the City, which may be withheld for any
reason. Any attempt to so assign or so transfer without such consent shall be void and without
legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a
provision making them subject to all provisions stipulated in this Agreement. Nothing contained
herein shall prevent Consultant from employing independent associates, and subconsultants as
Consultant may deem appropriate to assist in the performance of services hereunder.
10. Independent Contractor
Consultant is retained as an independent contractor and is not an employee of City. No
employee or agent of Consultant shall become an employee of City. The work to be performed
shall be in accordance with the work described in this Agreement, subject to such directions and
amendments from City as herein provided.
11. Insurance. Consultant shall not commence work for the City until it has provided
evidence satisfactory to the City 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 secured all insurance required under this section.
a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance
of all work under this Agreement, in amounts not less than specified herein, Commercial General
Liability Insurance, in a form and with insurance companies acceptable to the City.
(ii) Coverage for Commercial General Liability insurance shall be at
least as broad as the following:
(1) Insurance Services Office Commercial General Liability
coverage (Occurrence Form CG 00 01) or exact equivalent.
(iii) Commercial General Liability Insurance must include coverage
for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
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(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion
deleted
(7) Contractual Liability with respect to this Agreement
(8) Property Damage
(9) Independent Consultants Coverage
(iv) The policy shall contain no endorsements or provisions limiting
coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured
against another; (3) products/completed operations liability; or (4) contain any other exclusion
contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents
and City designated volunteers additional insured status using ISO endorsement forms CG 20 10
10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or
provide coverage excess of a self-insured retention, subject to written approval by the City, and
provided that such deductibles shall not apply to the City as an additional insured.
b. Automobile Liability
(i) At all times during the performance of the work under this
Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and
property damage including coverage for owned, non-owned and hired vehicles, in a form and with
insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as
broad as Insurance Services Office Form Number CA 00 01 covering automobile liability
(Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents
and City designated volunteers additional insured status.
(iv) Subject to written approval by the City, the automobile liability
program may utilize deductibles, provided that such deductibles shall not apply to the City as an
additional insured, but not a self-insured retention.
c. Workers’ Compensation/Employer’s Liability
(i) Consultant certifies that he/she is aware of the provisions of Section
3700 of the California Labor Code which requires every employer to be insured against liability
for workers’ compensation or to undertake self-insurance in accordance with the provisions of
that code, and he/she will comply with such provisions before commencing work under this
Agreement.
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(ii) To the extent Consultant has employees at any time during the term
of this Agreement, at all times during the performance of the work under this Agreement, the
Consultant shall maintain full compensation insurance for all persons employed directly by
him/her to carry out the work contemplated under this Agreement, all in accordance with the
“Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of
California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts
indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period
required by this Agreement, workers’ compensation coverage of the same type and limits as
specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall
maintain professional liability or Errors and Omissions insurance appropriate to its profession, in
a form and with insurance companies acceptable to the City and in an amount indicated herein.
This insurance shall be endorsed to include contractual liability applicable to this Agreement and
shall be written on a policy form coverage specifically designed to protect against acts, errors or
omissions of the Consultant. “Covered Professional Services” as designated in the policy must
specifically include work performed under this Agreement. The policy must “pay on behalf of” the
insured and must include a provision establishing the insurer's duty to defend.
e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate
for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 per occurrence for bodily injury and
property damage
Employer’s Liability $1,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and
omissions)
(ii) Defense costs shall be payable in addition to the limits.
(iii) Requirements of specific coverage or limits contained in this
section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of
any coverage normally provided by any insurance. Any available coverage shall be provided to
the parties required to be named as Additional Insured pursuant to this Agreement.
f. Evidence Required
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Prior to execution of the Agreement, the Consultant shall file with the City evidence
of insurance from an insurer or insurers certifying to the coverage of all insurance required
herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent)
signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or
equivalent), together with required endorsements. All evidence of insurance shall be signed by
a properly authorized officer, agent, or qualified representative of the insurer and shall certify the
names of the insured, any additional insureds, where appropriate, the type and amount of the
insurance, the location and operations to which the insurance applies, and the expiration date of
such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior
written notice of cancellation of any policy required by this Agreement, except that the Consultant
shall provide at least ten (10) days prior written notice of cancellation of any such policy due to
non-payment of premium. If any of the required coverage is cancelled or expires during the term
of this Agreement, the Consultant shall deliver renewal certificate(s) including the General
Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective
date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy
shall each contain a provision stating that Consultant’s policy is primary insurance and that any
insurance, self-insurance or other coverage maintained by the City or any named insureds shall
not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the
effective date of this Agreement. Consultant shall maintain such coverage continuously for a
period of at least three years after the completion of the work under this Agreement. Consultant
shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced
past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the
policy is replaced by another claims-made policy with a retroactive date subsequent to the
effective date of this Agreement.
(iv) All required insurance coverages, except for the professional
liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its
officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or
others providing insurance evidence in compliance with these specifications to waive their right
of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and
shall require similar written express waivers and insurance clauses from each of its
subconsultants.
(v) The limits set forth herein shall apply separately to each insured
against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in
excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City
and shall not preclude the City from taking such other actions available to the City under other
provisions of the Agreement or law.
h. Qualifying Insurers
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(i) All policies required shall be issued by acceptable insurance
companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies
with a current A.M. Best's rating of no less than A:VII and admitted to transact in the
business of insurance in the State of California, or otherwise allowed to place insurance
through surplus line brokers under applicable provisions of the California Insurance Code
or any federal law.
i. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance
coverage to be maintained by Consultant, and any approval of said insurance by the City, is not
intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise
assumed by the Consultant pursuant to this Agreement, including but not limited to, the
provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of
insurance required under this Agreement does not comply with these specifications or is
canceled and not replaced, City has the right but not the duty to obtain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of
all insurance policies in effect for the duration of the Project.
(iv) Neither the City nor any of its officials, officers, employees, agents
or volunteers shall be personally responsible for any liability arising under or by virtue of this
Agreement.
j. Subconsultant Insurance Requirements. Consultant shall not allow any
subcontractors or subconsultants to commence work on any subcontract until they have provided
evidence satisfactory to the City that they have secured all insurance required under this section.
Policies of commercial general liability insurance provided by such subcontractors or
subconsultants shall be endorsed to name the City as an additional insured using ISO form CG
20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant,
City may approve different scopes or minimum limits of insurance for particular subcontractors
or subconsultants.
12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel
of City’s choosing), 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 of any kind, in law or equity, to property or persons, including
wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or
omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors,
consultants or agents in connection with the performance of the Consultant’s services, the Project
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or this Agreement, including without limitation the payment of all damages, expert witness fees
and attorney’s fees and other related costs and expenses. Consultant's obligation to indemnify
shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials,
officers, employees, agents, or volunteers.
b. To the extent required by Civil Code section 2782.8, which is fully
incorporated herein, Consultant’s obligations under the above indemnity shall be limited to claims
that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
Consultant, but shall not otherwise be reduced. If Consultant’s obligations to defend, indemnify,
and/or hold harmless arise out of Consultant’s performance of “design professional services” (as
that term is defined under Civil Code section 2782.8), then upon Consultant obtaining a final
adjudication that liability under a claim is caused by the comparative active negligence or willful
misconduct of the City, Consultant’s obligations shall be reduced in proportion to the established
comparative liability of the City and shall not exceed the Consultant’s proportionate percentage
of fault.
13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections
1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the
performance of other requirements on certain “public works” and “maintenance” projects
(“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public
works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total
compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration,
demolition, installation, or repair, Consultant agrees to fully comply with such Prevailing Wage
Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and
agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any
failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon
the Consultant and all subconsultants to comply with all California Labor Code provisions, which
include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775),
employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code
Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment
of contractors and subcontractors (Labor Code Section 1777.1).
b. If the services are being performed as part of an applicable “public works”
or “maintenance” project and if the total compensation is $15,000 or more for maintenance or
$25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to
Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such
services must be registered with the Department of Industrial Relations. Consultant shall maintain
registration for the duration of the Project and require the same of any subconsultants, as
applicable. This Project may also be subject to compliance monitoring and enforcement by the
Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all
applicable registration and labor compliance requirements.
c. This Agreement may also be subject to compliance monitoring and
enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility
to comply with all applicable registration and labor compliance requirements. Any stop orders
issued by the Department of Industrial Relations against Consultant or any subcontractor that
affect Consultant’s performance of services, including any delay, shall be Consultant’s sole
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responsibility. Any delay arising out of or resulting from such stop orders shall be considered
Consultant caused delay and shall not be compensable by the City. Consultant shall defend,
indemnify and hold the City, its officials, officers, employees and agents free and harmless from
any claim or liability arising out of stop orders issued by the Department of Industrial Relations
against Consultant or any subcontractor.
14. Verification of Employment Eligibility.
By executing this Agreement, Consultant verifies that it fully complies with all requirements
and restrictions of state and federal law respecting the employment of undocumented aliens,
including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended
from time to time, and shall require all subconsultants and sub-subconsultants to comply with the
same.
15. Laws and Venue.
This Agreement shall be interpreted in accordance with the laws of the State of California.
If any action is brought to interpret or enforce any term of this Agreement, the action shall be
brought in a state or federal court situated in the County of Los Angeles, State of California.
16. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work
under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event,
City shall be immediately given title and possession to all original field notes, drawings and
specifications, written reports and other documents produced or developed for that portion of the
work completed and/or being abandoned. City shall pay Consultant the reasonable value of
services rendered for any portion of the work completed prior to termination. If said termination
occurs prior to completion of any task for the Project for which a payment request has not been
received, the charge for services performed during such task shall be the reasonable value of
such services, based on an amount mutually agreed to by City and Consultant of the portion of
such task completed but not paid prior to said termination. City shall not be liable for any costs
other than the charges or portions thereof which are specified herein. Consultant shall not be
entitled to payment for unperformed services and shall not be entitled to damages or
compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under
this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial
failure by City to perform in accordance with the terms of this Agreement through no fault of
Consultant.
17. Documents. Except as otherwise provided in “Termination or Abandonment,”
above, all original field notes, written reports, Drawings and Specifications and other documents,
produced or developed for the Project shall, upon payment in full for the services described in this
Agreement, be furnished to and become the property of the City.
18. Organization
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Consultant shall assign Cecilia S. Mokler as the Officer-In-Charge/Contract Manager. The
Officer-In-Charge/Contract Manager shall not be removed from the Project or reassigned without
the prior written consent of the City.
19. Limitation of Agreement.
This Agreement is limited to and includes only the work included in the Project described
above.
20. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given
or delivered by depositing the same in any United States Post Office, certified mail, return receipt
requested, postage prepaid, addressed to:
CITY:
City of Arcadia
240 West Huntington Drive
Arcadia, CA 91066
Attn: Philip A. Wray, Deputy Director of
Development Services/City Engineer
CONSULTANT:
Psomas
555 South Flower Street, Suite 4300
Los Angeles, CA 90071
Attn: Cecilia S. Mokler, Officer-In-
Charge/Contract Manager
and shall be effective upon receipt thereof.
21. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other
than the City and the Consultant.
22. Equal Opportunity Employment.
Consultant represents that it is an equal opportunity employer and that it shall not
discriminate against any employee or applicant for employment because of race, religion, color,
national origin, ancestry, sex, age or other interests protected by the State or Federal
Constitutions. 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.
23. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and
Consultant as to those matters contained herein, and supersedes and cancels any prior or
contemporaneous oral or written understanding, promises or representations with respect to
those matters covered hereunder. Each party acknowledges that no representations,
inducements, promises or agreements have been made by any person which are not incorporated
herein, and that any other agreements shall be void. This Agreement may not be modified or
altered except in writing signed by both Parties hereto. This is an integrated Agreement.
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24. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not
render the provisions unenforceable, invalid or illegal.
25. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in
interest, executors, administrators and assigns of each party to this Agreement. However,
Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights,
burdens, duties or obligations without the prior written consent of City. Any attempted assignment
without such consent shall be invalid and void.
26. Non-Waiver
None of the provisions of this Agreement shall be considered waived by either party,
unless such waiver is specifically specified in writing.
27. Time of Essence
Time is of the essence for each and every provision of this Agreement.
28. City’s Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with
this Project or other projects.
29. 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
director, official, 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.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF ARCADIA
AND PSOMAS.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
CITY OF ARCADIA PSOMAS
By: By:
Dominic Lazzaretto Signature
City Manager
Date: Its:
ATTEST: Printed Name
By: Date:
City Clerk
APPROVED AS TO FORM By:
Signature
By: Its:
Stephen P. Deitsch
City Attorney
Printed Name
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EXHIBIT A
Scope of Services
The consulting firm will effectively provide the following:
A. Survey and design services for entire projects or share project design with either City
staff or other consultant(s). The types of services are described in more detail below.
B. Regular interface with City staff and other City consultants, including attendance at
regularly scheduled coordination meetings as necessary when work is in progress.
C. Communicate and function as a team with City staff and other City consultants as
necessary.
D. Manage all assigned elements of projects to assure completion in a timely manner,
within budget, and in keeping with the City’s schedule.
Engineering services are more specifically described as follows, but not limited to:
Survey, Research, and Data Gathering
• Topographic and boundary surveying, and right-of-way documentation research as
necessary to accurately layout and display the project limits (Excel file format with cogo
points)
• Utility research to accurately locate all utilities within the project area. Consultants to
coordinate directly with utility companies.
• Base map preparation to show all existing infrastructure including, but not limited to,
streets, ADA curb ramps, curb & gutter, driveway approaches, sidewalk, property lines,
and utilities. Other items may be required to create an accurate representation of the
project area. (AutoCad in DWG file format)
• Visual survey of the existing infrastructure in the project area to document the condition
and note the need for repairs or replacements in the project scope. (PDF and
Word/Excel file format)
• Research of any available as-built plans for additional information.
Conceptual Design / Preliminary Engineering
• Conceptual design shall be provided where necessary to consider alternative project
scopes, evaluate funding needs, and better define the project details. Conceptual design
will include preliminary cost estimates and back-up information as requested to assist
the City in selecting a final scope of work.
Final Design / PS&E preparation
• Construction drawing preparation (PDF and DWG file format)
• All necessary construction details/diagrams (PDF and DWG file format)
• Signing & Striping plans, if applicable (PDF and DWG file format)
• Traffic control plans, if applicable (PDF and DWG file format)
• Preparation of special provisions and bid sheets (PDF and Word/Excel file format)
• Preparation of an engineer’s cost estimate (PDF and Word/Excel file format)
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Typical plan submittals will be required at 65%, 80% and 95% completion. Additional plan
reviews may be necessary depending on the extent of changes during the plan review process.
Cost estimates will be required at 65% submittal and completion.
Unless specifically requested of the Consultants, the City will be responsible for:
• Public outreach and correspondence
• Stakeholder/Community Meetings
• Preparation of bid packages, including bid documents and general provisions
• Bid, administration and contract award
• Project management and inspection
ADDITIONAL CONSULTANT RESPONSIBILITIES
The consultant shall also be available for responding to requests for information (RFI’s) and/or
discussion (by phone and email) as necessary to achieve a successful outcome of any of the
above items listed in the scope of services and shall be responsible for completing the specified
services in accordance with the City’s Professional Services Agreement (enclosed). All services
provided by the consultant(s) shall be performed by individuals that meet the qualification,
education, and certification/licensing requirements for the tasks.
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EXHIBIT B
Schedule of Charges/Payments
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EXHIBIT C
Project Schedule
There is no project schedule as this is an “On-Call Professional Service Agreement.”