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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