HomeMy WebLinkAboutC-1950g f i
INAL
CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this LC day of ) , 2003 by
and between the City of Arcadia, a municipal organization organized under the laws of the State
of California with its principal place of business at 240 West Huntington Drive, Arcadia,
California 91066 -6021 ( "City ") and MWH AMERICAS, INC., a California Corporation with
its principal place of business at 301 N. Lake Ave., Suite 600, Pasadena, CA 91101
( "Consultant "). City and Consultant are sometimes individually referred to as "Party" and
collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing construction management
and inspection services to public clients, is licensed in the State of California, and is familiar
with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the St. Joseph Reservoir
No. 1 Replacement project ( "Project ") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to
the City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional construction management and
inspection services in support of the Project ( "Services "). The Services are more particularly
described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall
be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto
and incorporated herein by reference, and all applicable local, state and federal laws, rules and
regulations.
3.1.2 Term. The term of this Agreement shall be from date of execution to
September 30, 2004, unless earlier terminated as provided herein. Consultant shall complete the
Services within the term of this Agreement, and shall meet any other established schedules and
deadlines.
3.2 responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will determine
the means, methods and details of performing the Services subject to the requirements of this
Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Consultant retains the right to perform similar or different services for others during the term of
this Agreement. Any additional personnel performing the Services under this Agreement on
behalf of Consultant shall also not be employees of City and shall at all times be under
Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other
amounts due such personnel in connection with their performance of Services under this
Agreement and as required by law. Consultant shall be responsible for all reports and
obligations respecting such additional personnel, including, but not limited to: social security
taxes, income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to perform the
Services in conformance with such conditions. In order to facilitate Consultant's conformance
with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon
request of City, Consultant shall provide a more detailed schedule of anticipated performance to
meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that
certain key personnel will perform and coordinate the Services under this Agreement. Should
one or more of such personnel become unavailable, Consultant may substitute other personnel of
at least equal competence upon written approval of City. In the event that City and Consultant
cannot agree as to the substitution of key personnel, City shall be entitled to terminate this
Agreement. As discussed below, any personnel who fail or refuse to perform the Services in a
manner acceptable to the City, or who are determined by the City to be uncooperative,
incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety
of persons or property, shall be promptly removed from the Project by the Consultant at the
request of the City. The key personnel for performance of this Agreement are as follows: Ashok
Dhingra.
K
3.2.5 City's Representative. The City hereby designates Pat Malloy, Public
Works Services Director, or his or her designee, to act as its representative for the performance
of this Agreement ( "City's Representative "). City's Representative shall have the power to act
on behalf of the City for all purposes under this Contract. Consultant shall not accept direction
or orders from any person other than the City's Representative or his or her designee.
3.2.6 Consultant's Representative. Consultant hereby designates Ashok
Dhingra, or his or her designee, to act as its representative for the performance of this Agreement
( "Consultant's Representative "). Consultant's Representative shall have full authority to
represent and act on behalf of the Consultant for all purposes under this Agreement. The
Consultant's Representative shall supervise and direct the Services, using his best skill and
attention, and shall be responsible for all means, methods, teelmiques, sequences and procedures
and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City
staff in the performance of Services and shall be available to City's staff, consultants and other
staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall perform
all Services under this Agreement in a skillful and competent manner, consistent with the
standards generally recognized as being employed by professionals in the same discipline in the
State of California. Consultant represents and maintains that it is skilled in the professional
calling necessary to perform the Services. Consultant warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the Services assigned to
them. Finally, Consultant represents that it, its employees and subcontractors have all licenses,
permits, qualifications and approvals of whatever nature that are legally required to perform the
Services, including a City Business License, and that such licenses and approvals shall be
maintained throughout the term of this Agreement. As provided for in the indemnification
provisions of this Agreement, Consultant shall perform, at its own cost and expense and without
reimbursement from the City, any services necessary to correct errors or omissions which are
caused by the Consultant's failure to comply with the standard of care provided for herein. Any
employee of the Consultant or its sub - consultants who is determined by the City to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat
to the safety of persons or property, or any employee who fails or refuses to perform the Services
in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant
and shall not be re- employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and
in compliance with all local, state and federal laws, rules and regulations in any manner affecting
the performance of the Project or the Services, including all Cal /OSHA requirements, and shall
give all notices required by law. Consultant shall be liable for all violations of such laws and
regulations in connection with Services. If the Consultant performs any work knowing it to be
contrary to such laws, rules and regulations and without giving written notice to the City,
Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend,
indemnify and hold City, its officials, directors, officers, employees and agents free and
harmless, pursuant to the indemnification provisions of this Agreement, from any claim or
liability arising out of any failure or alleged failure to comply with such laws, rules or
regulations.
3
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not commence
Work under this Agreement until it has provided evidence satisfactory to the City that it has
secured all insurance required under this section. In addition, Consultant shall not allow any
subcontractor to commence work on any subcontract until it has provided evidence satisfactory
to the City that the subcontractor has secured all insurance required under this section.
3.2.10.2 Minimum Requirements. Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of
the Agreement by the Consultant, its agents, representatives, employees or subcontractors.
Consultant shall also require all of its subcontractors to procure and maintain the same insurance
for the duration of the Agreement. Such insurance shall meet at least the following minimum
levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as
broad as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto);
and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as
required by the State of California and Employer's Liability Insurance.
(B) Minimum Limits of Insurance. Consultant shall maintain
limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or other form with
general aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement /location or the general aggregate limit shall be twice the required occurrence limit;
(2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3)
Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by
the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident
for bodily injury or disease.
3.2.10.3 Professional Liability. Consultant shall procure and
maintain, and require its sub - consultants to procure and maintain, for a period of five (5) years
following completion of the Project, errors and omissions liability insurance appropriate to their
profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall
be endorsed to include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms supplied or
approved by the City to add the following provisions to the insurance policies:
4
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insured with respect to the Work or operations
performed by or on behalf of the Consultant, including materials, parts or equipment furnished in
connection with such work; and (2) the insurance coverage shall be primary insurance as respects
the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall
stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying
coverage. Any insurance or self - insurance maintained by the City, its directors, officials,
officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall
not be called upon to contribute with it in any way.
(B) Automobile Liability. The automobile liability policy shall
be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the
Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be
primary insurance as respects the City, its directors, officials, officers, employees, agents and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's
scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its
directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's
insurance and shall not be called upon to contribute with it in any way.
(C) Workers' Compensation and Employers Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors,
officials, officers, employees, agents and volunteers for losses paid under the terms of the
insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced
or canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested, has been given to the City; and (B) the City shall have no duty to report pursuant to
any provision in the applicable insurance policy, and any such failure to report by the City shall
not affect coverage provided to the City, its directors, officials, officers, employees, agents and
volunteers.
3.2.10.5 Separation of Insureds; No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds provisions. In
addition, such insurance shall not contain any special limitations on the scope of protection
afforded to the City, its directors, officials, officers, employees, agents and volunteers.
3.2.10.6 Deductibles and Self - Insurance Retentions. Any
deductibles or self - insured retentions must be declared to and approved by the City. Consultant
shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate
such deductibles or self - insured retentions as respects the City, its directors, officials, officers,
employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing
payment of losses and related investigation costs, claims and administrative and defense
expenses.
5
3.2.10.7 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in
California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City
with original certificates of insurance and endorsements effecting coverage required by this
Agreement on forms satisfactory to the City. The certificates and endorsements for each
insurance policy shall be signed by a person authorized by that insurer to bind coverage on its
behalf, and shall be on forms provided by the City if requested. All certificates and
endorsements must be received and approved by the City before work commences. The City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out its Services, the Consultant shall at
all times be in compliance with all applicable local, state and federal laws, rules and regulations,
and shall exercise all necessary precautions for the safety of employees appropriate to the nature
of the work, and the conditions under which the work is to be performed. Safety precautions as
applicable shall include, but shall not be limited to: (A) adequate life protection and life saving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks,
confined space procedures, trenching and shoring, equipment and other safety devices,
equipment and wearing apparel as are necessary or lawfully required to prevent accidents or
injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety
measures.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set forth
in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation
shall not exceed TWO HUNDRED SEVENTY FIVE THOUSAND DOLLARS AND NO
CENTS ($275,000.00) without written approval of City's Representative and Consultant shall
not be obligated to perform any work for which such approval is required until such approval is
granted.. Extra Work may be authorized, as described below, and if authorized, will be
compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by
Consultant. The statement shall describe the amount of Services and supplies provided since the
initial commencement date, or since the start of the subsequent billing periods, as appropriate,
through the date of the statement. City shall, within thirty (30) days of receiving such statement,
review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless authorized in writing by City.
0
3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any work
which is determined by City to be necessary for the proper completion of the Project, but which
the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without written authorization
from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All such
records shall be clearly identifiable. Consultant shall allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of such records and any
other documents created pursuant to this Agreement. Consultant shall allow inspection of all
work, data, documents, proceedings, and activities related to the Agreement for a period of three
(3) years from the date of final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to
Consultant, terminate the whole or any part of this Agreement at any time and without cause by
giving written notice to Consultant of such termination, and specifying the effective date thereof,
at least seven (7) days before the effective date of such termination. Upon termination,
Consultant shall be compensated only for those services which have been adequately rendered to
City, and Consultant shall be entitled to no further compensation. Consultant may not terminate
this Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated as provided
herein, City may require Consultant to provide all finished or unfinished Documents and Data
and other information of any kind prepared by Consultant in connection with the performance of
Services under this Agreement. Consultant shall be required to provide such document and other
information within fifteen (15) days of the request.
3.5.1.3 Additional Services. In the event this Agreement is terminated in
whole or in part as provided herein, City may procure, upon such terms and in such mamler as it
may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective Parties at the following address, or at such other
address as the respective Parties may provide in writing for this purpose:
Consultant:
City:
MWH AMERICAS, INC.
301 N. Lake Ave.
Pasadena, CA 91101
Attn: Ashok Dhingra
(626) 796 -9141
City of Arcadia
240 West Huntington drive
Arcadia, CA 91066 -6021
Attn: Pat Malloy, Public Works Services Director
Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48)
hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its
applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property. This
Agreement creates a non- exclusive and perpetual license for City to copy, use, modify, reuse, or
sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications, studies, drawings, estimates, and other documents or works of authorship fixed in
any tangible medium of expression, including but not limited to, physical. drawings or data
magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be
prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require
all subcontractors to agree in writing that City is granted a non- exclusive and perpetual license
for any Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all Documents &
Data. Consultant makes no such representation and warranty in regard to Documents & Data
which were prepared by design professionals other than Consultant or provided to Consultant by
the City. City shall not be limited in any way in its use of the Documents and Data at any time,
provided that any such use not within the purposes intended by this Agreement shall be at City's
sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant in
connection with the performance of this Agreement shall be held confidential by Consultant.
Such materials shall not, without the prior written consent of City, be used by Consultant for any
purposes other than the performance of the Services. Nor shall such materials be disclosed to
any person or entity not comlected with the performance of the Services or the Project_ Nothing
furnished to Consultant which is otherwise known to Consultant or is generally known, or has
become known, to the related industry shall be deemed confidential. Consultant shall not use
City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or
the Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
E
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees. If either party commences an action against the other
party, either legal, administrative or otherwise, arising out of or in connection with this
Agreement, the prevailing party in such litigation shall be entitled to have and recover from the
losing party reasonable attorney's fees and all other costs of such action.
3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its
officials, officers, employees, volunteers and agents free and harmless from any and all claims,
demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to
property or persons, including wrongful death, to the extent caused by the negligent acts,
omissions or willful misconduct of Consultant, its officials, officers, employees, agents,
consultants and contractors arising out of or in connection with the performance of the Services,
the Project or this Agreement, including without limitation the payment of all consequential
damages and reasonable attorneys fees and other related costs and expenses. Consultant shall
reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any
and all reasonable legal expenses and costs incurred by each of them in connection therewith or
in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be
restricted to insurance proceeds, if any, received by the City, its directors, officials, officers,
employees, agents or volunteers.
3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the
Parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by
both Parties.
3.5.8 Governing Law. This Agreement shall be governed by the laws of the
State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.5. 10 City's Right to Employ Other Consultants. City reserves right to employ
other consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.12 Assigninent or Transfer. Consultant shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without the
prior written consent of the City. Any attempt to do so shall be null and void, and any assignees,
hypothecates or transferees shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
3.5.13 Construction; References; Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any
term referencing time, days or period for performance shall be deemed calendar days and not
work days. All references to Consultant include all personnel, employees, agents, and
subcontractors of Consultant, except as otherwise specified in this Agreement. All references to
City include its elected officials, officers, employees, agents, and volunteers except as otherwise
specified in this Agreement. The captions of the various articles and paragraphs are for
convenience and ease of reference only, and do not define, limit, augment, or describe the scope,
content, or intent of this Agreement.
3.5.14 Amendment; Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not
paid nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. For breach or
violation of this warranty, City shall have the right to rescind this Agreement without liability.
For the term of this Agreement, no member, officer or employee of City, during the term of his
or her service with City, shall have any direct interest in this Agreement, or obtain any present or
anticipated material benefit arising therefrom.
10
3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry,
sex or age. Such non - discrimination shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff
or termination. Consultant shall also comply with all relevant provisions of City's Minority
Business Enterprise program, Affirmative Action Plan or other related programs or guidelines
currently in effect or hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it
is aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's Compensation or to undertake self -
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of
the work required by this Agreement, except as expressly stated herein, without prior written
approval of City. Subcontracts, if any, shall contain a provision malting them subject to all
provisions stipulated in this Agreement.
CITY OF ARCADIA
By: afww
William R. Kelly, City Manager
Dated: 0 .2003
T1 ST
6t y Clerk
MWH AMERICAS, INC.
li'�tr
[Print Name]
V /ee
[Title]
APPROVED /AS TO FOR�M:/� __ CUR:
Stephen P. Deitsch D I epartrdent H ad Date
City Attorney
11
EXHIBIT "All
SCOPE OF SERVICES
Consultant shall provide the following services:
SEE ATTACHED
A-1
The MWH scope of work details the tasks for the construction management services.
CONSTRUCTION MANAGEMENT SERVICES
A. Provide construction administration services:
1. Assist the City in administrating the construction contract, including routine communications
with the contractor, review of contractor's CPM schedule submittals, review of contractor's
estimates of project progress and monthly payment requests, maintain an accurate set of
records and files for the project, including shop and vendor drawing log; meeting minutes,
correspondence files, construction schedule, payment estimates, insurance certificates, copies
of permits issued. Records will be compiled and organized in such as manner related to
facilitate effective documentation of the project.
2. Visit the site of the work by the project manager and /or project engineer on an average of one
visit per month, including the attendance at progress meetings with the contractor.
3. Assist the City in conducting a pre- construction conference with the contractor and attending
monthly construction progress meetings, including preparation of minutes.
4. Assist in negotiating and processing of change orders:
a) Review initiator change order requests for additional work to be contracted or changes to
the design, including review of contractor's proposed costs. Two (2) initiator change order
requests have been included in the budget. Additional initiator change order requests could
be furnished on a time and materials basis.
b) Attend meetings with the City and /or contractor to assist the City in negotiating the extent
and amount of the changes to the contract requirements. Two (2) meetings have been
included in the budget.
c) Prepare change orders resulting from the approved initiator change order requests for City's
review and approval.
B. Furnish resident engineering services
Furnish resident engineering services by a resident project representative or inspector to assist in
observing the performance of the construction work during the 390 -day construction period. The
resident engineering services will be performed on a full time basis (40 hours per week) during
normal working hours for the project. The resident project representative will act as directed by
and under the supervision of the project manager and will confer with the project manager
regarding his actions. The resident project representative's dealings in matters pertaining to the
work will generally be only with the project manager and the contractor, and dealings with
subcontractors will only be through or with the full knowledge of the contractor. Written
communication with the City will be only through or as directed by the project manager. The
resident project representative will have the following duties and responsibilities.
Review the progress schedule of shop drawing submittals and schedule of values prepared by
the contractor.
Attend a pre - construction conference. Arrange a schedule of progress meetings and other job
conferences as required in consultation with the project manager and notify in advance those
who are expected to attend. Attend progress meetings and maintain and circulate copies of
minutes thereof.
3. Serve as the project manager's liaison with the contractor, working principally through the
contractor's superintendent and assist said superintendent in understanding the intent of the
contract documents.
4. Receive shop drawings and samples furnished by the contractor.
5. Conduct on -site observations of the work in progress to assist the Project Manager in
determining if the work is proceeding in accordance with the contract documents. Monitor
and review construction schedule submitted by the contractor with the support of office staff.
6. Verify that the tests, equipment, and systems startups and operating and maintenance
instructions are conducted as required by the contract documents and in the presence of the
required personnel, and that the contractor maintains adequate records thereof.
7. Transmit to the contractor the project manager's clarifications and interpretations of the
contract documents.
8. Consider and evaluate the contractor's suggestions for modifications in the contract
documents and report them with recommendations to the project manager.
9. Review applications for payment with the contractor for compliance with the established
procedure for their submittal and forward them with recommendations to the project
manager, noting particularly their relation to the schedule of values, work completed, and
materials and equipment delivered at the site but not incorporated in the work.
10. Verify that certificates, maintenance and operation manuals, and other data required to be
assembled and furnished by the contractor are applicable to the items actually installed.
11. Before the project manager prepares a notice of completion, as applicable, submit to the
contractor a list of observed items requiring completion or correction.
12. Conduct final inspection in the company of the project manager, the City, and the contractor,
and prepare a punch list of items to be completed or corrected.
13. Verify that all items on the punch list have been completed or corrected and make
recommendations to the project manager concerning acceptance.
14. Monitor that the contractor is keeping good records of as -built conditions for incorporating
these conditions into record drawings.
15. Prepare and furnish to the City daily construction reports, documenting the contractor's
activities and progress when the resident engineer is on site.
16. Coordinate activities of the soil and material testing services, including concrete sampling
and testing, material testing, soil compaction testing and weld tests.
C. Geologic mapping of excavation walls by geotechnical engineering
subconsultant as described in Subtask 4 -2 in Appendix B of the proposal.
CITY'S FURNISHED SERVICES
The following services and information will be furnished by the City. The City will be
responsible for the accuracy of the information contained in the following documents:
A. current site topographic map and electronic files suitable for the preparation of the design
drawings for the proposed reservoir,
B. record drawings and reports of St. Joseph Well No. 1,
C. record drawings of existing facilities to be demolished,
D. as built elevations at the tie -ins to the new pipelines constructed by the Phase 2 contractor,
E. ceqa environmental documents and clearances,
F. existing reports, record drawings, water master plans, utility drawings associated with the
design of the proposal reservoir facilities,
G. access to the site,
H. potholing to locate potentially conflicting existing underground pipelines, conduits, etc., if
necessary, and
I. fees for all permits.
ADDITIONAL SERVICES
Montgomery Watson will be pleased to provide the following services to the City if needed. A
detailed scope of work and the associated fee will be presented to the City, should the City desire
the services.
A. Prepare color rendering of the reservoir for presentation purposes at the City
Council /Planning Commission meetings.
B. Develop a computational fluid dynamics model to determine optimum configurations for the
reservoir inlet and outlet inducing good flow pattern to promote circulation and reduce short -
circuiting.
C. Prepare record drawings per the contractor maintained "as built" plan set and provide
electronic files of record drawings.
EXHIBIT "B"
SCHEDULE OF SERVICES
SEE ATTACHED
'C�il
MWH
MONTGOMERY WATSON HARZA
January 2, 2003
-Mr. Gary F. Lewis
General Services Manager
City of Arcadia
Public Works Services Department
11800 Goldring Rd.
Arcadia, CA 91066
Subject: Contract Amendment to Provide Construction Management Services for St.
Joseph Reservoir No. 1
Dear Mr. Lewis:
MWH appreciates the opportunity to submit this fee proposal for a contract amendment to
our Professional Services Agreement dated November 6th 2001. This contract provided the
option to furnish Construction Management Services upon City Council's approval.
Construction Management Services will be furnished on a time and materials basis with a
not -to- exceed budget fee as presented in Attachment A. Monthly billings to the City will
be prepared in accordance with the Schedule of Fees and Conditions included as
Attachment B.
This fee estimate is based on our current hourly rates for the year 2003. The original
schedule included in our proposal projected the construction completion in January 2003.
With the current contract award in late January 2003, the construction will be completed by
March 2004. Furthermore the construction duration was assumed to be 390 days per our
contract and scope of work under paragraph III B. The contract duration per the construction
contract is 400 days. This was done during design in consultation with prospective
contractors to obtain better bid prices. The current fee estimate reflects this change. Also per
your request we have included construction surveying in our scope of work.
The fee estimates are based on an assumed reasonable expectation for consulting efforts for
tasks as described in the scope of work. Any additional services beyond the proposed scope
of work will be provided with prior written authorization from the City for furnishing those
services.
We look forward to working with the City on this important project. Please do not hesitate to
contact me at 626- 568 -6150 if you have any questions.
Respectfully Submitted,
MWH AMERICAS, INC.
Ashok K. Dhingra, P.E., S.E.
Vice President
301 North Lake Avenue Tel: 626 796 9141 Delivering Innovative Projects and Soh!iions
Suite 600 Fax: 626 568 6101
Pasadena, California
91101
EXHIBIT "C"
COMPENSATION
SEE ATTACHED
NOT TO EXCEED $275,000.00
C-1
N
z
W
m
V
a
Q
E
a
U
LL
O
U
T
O
z
E
O
w
w
a
w
N
O
H
cn
I.L
0
LL
W
LL
O
J
W
>
w
J
0
w
a
h
N
W
N
O CO O
O
0(Croarn�
LL
C
LO °
r
O
N
N
H
CO Co 00 O
dt
N
0
00
(A 0O0
"'
o
L,N �
C
O
O O
O
(0
M N O
LO
J U
r-
Cl)
C\j
O co
O
d' O
CO
LO co
co
O
O
N
N
H
C2 r
N
T r
N
Q
i
O
O
O
(P
G
W
N
N
N
(D
N
N
CV
N
O
a
(D
N
O
N
a
r
r
O
U
N
cn
W
U
w U)
co —
z
w 0
2 o
W N U) iO T
�
J
Q
c cz c
Q 0
F-
o
O
Q CO W
O
_O
�— om�
a) Q
U U •C a5 U3
o 0) 2 o
O LU
(n
U U
Z 2
N
O
c�oc
V 0 (DC70
1Q-
1-
GI
ATTACHMENT A
Southern California
MUNICIPAL WESTERN OPERATIONS
SCHEDULE OF HOURLY RATES FOR ENGINEERING FEES
YEAR 2003
Senior Company Officer
$ 197 per hour
Principal Professional
$176 per hour
Supervising Professional
$ 132 per hour
Senior Professional
$ 109 per hour
Professional
$ 97 per hour
Associate Professional
$ 82 per hour
Assistant Professional
$ 61 per hour
Senior Designer
$ 109 per hour
Designer
$ 77 per hour
Drafter
$ 62 per hour
Senior Resident Engineer
$ 135 per hour
Resident Engineer- Inspector
$ 88 per hour
Principal Administrator
$ 160 per hour
Senior Administrator
$ 91 per hour
Administrator
$ 71 per hour
Secretary
$ 71 per hour
Word Processing Operator
$ 70 per hour
Reproduction Technician
$ 52 per hour
Cleric (Reproduction Technician. and Cleric)
$ 47 per hour
Outside services
Cost +nH +12%
1APC - ASSOCIATED PROJECT COST $ 8.14 per hour
* The individual hourly rates include salary, overhead and profit
(The Attaching Clause need be completed only when this endorsement is issued subsequent to preparation
of the policy).
ENDORSEMENT
GU 207
(Ed.6 -78)
This endorsement, effective on As Per Contract at 12:01 a.m. standard time, forms a part of
Policy No.72 WEEZ5539 of the HARTFORD INSURANCE CO. OF THE MIDWEST /TWIN CITY
FIRE INSURANCE COMPANY /HARTFORD UNDERWRITERS INSURANCE CO./HARTFORD
FIRE INSURANCE COMPANY
Issued to MWH AMERICAS, INC.,
IC
It is hereby understood that the following coverages are included:
THE COMPANY AGREES TO WAIVE ALL RIGHTS OF SUBROGATION AGAINST THE
CERTIFICATE HOLDER FOR LOSSES PAID UNDER THE TERMS OF THE POLICY WHICH
ARISE OUT OF WORK PERFORMED BY THE NAMED INSURED.
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE
EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL MAIL 60 DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED BELOW.
Arcadia (city of), its Directors, Officials, Employees, Agents and Volunteers
City Clerk's Office
Attn: Mr. Pat Malloy, PW Services Director
240 W. Huntington Drive
P.O. Box 60021, Arcadia, CA 91066 -6021
Re: St. Joseph Reservoir - #1 Replacement Project Construction Management & Inspection Services
JMM Jl.end (RevJ 1/96) AON
INSURED: MWH AMERICAS, INC.,
POLICY NUMBER: GL 457 0 8 2 0 COMMERCIAL GENERAL LIABILITY
Endorsement Effective Date: 4/14/2003
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS (FORM B)
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART.
M91 1 1_
Name of Person or Organization:
Arcadia (city of), its Directors, Officials, Employees, Agents and Volunteers
City Clerk's Office
Attn: Mr. Pat Malloy, PW Services Director
240 W. Huntington Drive
P.O. Box 60021, Arcadia, CA 91066 -6021
Re: St. Joseph Reservoir - #IReplacement Project Construction Management & Inspection Services
(If no entry appears above, information required to complete this endorsement will be shown in the
Declarations as applicable to this endorsement.)
WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown
in the Schedule, but only with respect to liability arising out of "your work" for that insured by or for you.
Should the above described policy be cancelled before the expiration date thereof, the issuing company will
mail 60 days written notice (10 days for non - payment) to the certificate holder.
Such Insurance shall be considered primary and not contributory to any other valid insurance available to
the certificate holder.
CG 2010 1185
JMM_B.eixl (Rev. 11,96) Am
MWH AMERICAS, INC.,
This endorsement changes the policy. Please read it carefully.
Policy Number: 72UEN GK7240 (AOS) /72UEN GK7241 /72UEN UQ4448
NAMED PERSON(S) OR ORGANIZATION(S) AS INSURED
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
GARAGE COVERAGE FORM
TRUCKERS COVERAGE FORM
This endorsement changes the policy effective on the inception date of the policy unless another date is
indicated below:
Endorsement Effective: AS PER CONTRACT I HARTFORD FIRE INSURANCE c6mPANY
Named Insured: MWH AMERICAS, INC.,
Countersigned
Named Person(s) or Organization(s):
Arcadia (city of), its Directors, Officials, Employees, Agents and Volunteers
City Clerk's Office
Attn: Mr. Pat Malloy, PW Services Director
240 W. Huntington Drive
P.O. Box 60021, Arcadia, CA 91066 -6021
Re: St. Joseph Reservoir - #1Replacement Project Construction Management & Inspection Services
(If no entry appears above, information required to complete this endorsement will be shown in the
Declarations as applicable to this endorsement.)
Each person or organization named above is an "insured" for LIABILITY COVERAGE, but only to the
extent that person or organization qualifies as an "insured" under the WHO IS AN INSURED provision
of SECTION II - LIABILITY COVERAGE. But this provision will not limit coverage available under
the definition of insured contract.
AS RESPECTS AUTOMOBILE LIABILITY: SUCH INSURANCE SHALL BE CONSIDERED
PRIMARY AND NOT CONTRIBUTORY TO ANY OTHER VALID INSURANCE AVAILABLE TO
ANY ADD'L INSURED AS REQUESTED BY CONTRACT ONLY.
Form HA 99 02 01 87 IMM_E.end (Rev. 11/9
ENDORSEMENT
INSURED: NI" AMERICAS, INC.,
ENDORSEMENT
TO BE EFFECTIVE: AS PER CONTRACT
TYPE OF POLICY: Engineers E & O
POLICY #: 1644132/QA020958
It is understood and agreed that in the event of any material change or cancellation in this Certificate Aon
Risk Services, Inc. of Southern California Insurance Services will mail 60 days prior written notice to:
Arcadia (city of), its Directors, Officials, Employees, Agents and Volunteers
City Clerk's Office
Attn: Mr. Pat Malloy, PW Services Director
240 W. Huntington Drive
P.O. Box 60021, Arcadia, CA 91066 -6021
Re: St. Joseph Reservoir - #1 Replacement Project Construction Management & Inspection Services
NOTHING HEREIN CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVER OR EXTEND
ANY OF THE TERMS, CONDITIONS OR LIMITATIONS OF THE POLICY TO WHICH THIS
ENDORSEMENT IS ATTACHED OTHER THAN AS ABOVE STATED.
Dated at
this _
JMM_Kl.end (Rev. 11/96) Am