HomeMy WebLinkAboutD- VI Petra Geotechnical Inc. 10-04-04CITY OF AZUSA
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this 4"' day of October, 2004 by and between
the City of Azusa, a municipal organization organized under the laws of the State of California
with its principal place of business at 213 East Foothill Boulevard, Azusa, California 91702-1295
("City") and Petra Geotechnical, Inc., a California Corporation, with its principal place of
business at 3185-A Airway Avenue, Costa Mesa, CA. 92626(" 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 Geological and Geotechnical Review
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 Monrovia Nursery
Specific Plan and 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 Geological and Geotechnical Review
consulting services necessary for the Project ("Services"). The Services are more particularly
described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall
be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and
incorporated herein by reference, and all applicable local, state and federal laws; rules and
regulations.
3.1.2 Term. The term of this Agreement shall be from October 4, 2004 to
October 4, 2006, unless earlier terminated as provided herein. Consultant shall complete the
Services within the term of this Agreement, and shall meet any other established schedules and
deadlines.
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deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payineiit 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 Substitutioii 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 for cause. As discussed below, any personnel who fail or refuse to perform the
Services in a manner acceptable to the City, or who are determined by the City to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a
threat to the safety of persons or property, shall be promptly removed from the Project by the
Consultant at the request of the City. The key personnel for performance of this Agreement are
as follows: Mr. Robert Ruff, Sr.Vice President, and Mr. David C. Seymour, Project Manager.
3.2.5 City's Representative. The City hereby designates Robert Person,
Assistant City Manager, or his or her designee, to act as its representative for the performance of
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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 Mr. Robert
Ruff, Sr. Vice President, or his or her designee, to act as its representative for the performance of
this Agreement ("Consultant's Representative"). Consultant's Representative shall have full
authority to represent and act on behalf of the Consultant for all purposes under this Agreement.
The Consultant's Representative shall supervise and direct the Services, using his best skill and
attention, and shall be responsible for all means, methods, techniques, sequences and procedures
and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City
staff in the performance of Services and shall be available to City's staff, consultants and other
staff at all reasonable times.
3.2.8 Standard of Care, Performance of Employees. Consultant shall perform
all Services under this Agreement in a skillful and competent manner, consistent with the
standards generally recognized as being employed by professionals in the same discipline in the
State of California. Consultant represents and maintains that it is skilled in the professional
calling necessary to perform the Services. 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 comlection 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
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out of any failure or alleged failure to comply with such laws, rules or regulations.
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 hisurance 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:
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(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 Liabili# . 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 wr"itten nftitice by c6ftified mail; return receipt - -
requested, has been given to the City; and (B) any failure to comply with reporting or other
provisions of the policies, including breaches of warranties, shall not affect coverage provided to
the City, its directors, officials, officers, employees, agents and volunteers.
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,
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employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing
payment of losses and related investigation costs, claims and administrative and defense
expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than ANIII, 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 Twenty thousand dollars ($20,000) without written approval of the City's City
Manager. 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 45 days of receiving such statement, review
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the statement and pay all approved charges thereon.
3.3.3 Reimburseimeiit for Expe»ses. Consultant shall not be reimbursed for any
expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any work,
which is determined by City to be necessary for the proper completion of the Project, but which
the parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without 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 tennination. Upon termination,
Consultant shall be compensated only for those services, which have been adequately rendered to
City, and Consultant shall be entitled to no further compensation. Consultant may not terminate
this Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated as provided
herein, City may require Consultant to provide all finished or unfinished Documents and Data
and other information of any kind prepared by Consultant in connection with the performance of
Services under this Agreement. Consultant shall be required to provide such document and other
information within fifteen (15) days of the request.
3.5.1.3 Additional Services. In the event this Agreement is terminated in
whole or in part as provided herein, City may procure, upon such terms and in such manner as it
may detennine appropriate, services similar to those terminated.
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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:
Petra Geotechnical, Inc.
3185-A Airway Ave.
Costa Mesa, Ca.92626
Attn: Dr. Siamak Jafroudi, President
City of Azusa
213 East Foothill Blvd.
Azusa, CA 91702-1295
Attn: Julie A. Gutierrez, City Manager
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
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connection with the performance of this Agreement shall be held confidential by Consultant.
Such.materials shall not, without the prior written consent of City, be used by Consultant for any
purposes other than the performance of the Services. Nor shall such materials be disclosed to
any person or entity not connected with the performance of the Services or the Project. Nothing
furnished to Consultant, which is otherwise known to Consultant or is generally known, or has
become known, to the related industry shall be deemed confidential. Consultant shall not use
City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or
the Project in any magazine, trade paper, newspaper, television or radio production.or other
similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents- as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.5.5 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, in any manner arising out of or incident to any
alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees,
agents, consultants and contractors arising out of or in connection with the performance of the
Services, the Project or this Agreement, including without limitation the payment of all
consequential damages and attorneys fees and other related costs and expenses. Consultant shall
defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or
other legal proceedings of every kind that may be brought or instituted against City, its directors,
officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any
judgment, award or decree that may be rendered against City or its directors, officials, officers,
employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant
shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for
any and all legal expenses and costs incurred by each of them in connection therewith or in
enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be
restricted to insurance proceeds, if any, received by the City, its directors, officials officers,
employees, agents or volunteers.
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 in writing signed by both
parties.
3.5.8 Governing Law. This Agreement shall be governed by the laws of the
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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 Successorsand Assigns. This Agreement shall be binding on the
successors and assigns of the parties.
3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without the
prior written consent of the City. Any attempt to do so shall be null and void, and any assignees,
hypothecates or transferees shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
3.5.13 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 persomiel, 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 PgLly 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
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employed nor retained any company or person, other than a bona fide employee working solely
for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not
paid nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. For breach or
violation of this warranty, City shall have the right to rescind this Agreement without liability.
For the term of this Agreement, no member, officer or employee of City, during the term of his or
her service with City, shall have any direct interest in this Agreement, or obtain any present or
anticipated material benefit arising therefrom.
3.5.19 Egual 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 making them subject to all
provisions stipulated in this Agreement.
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CITY OF AZUSA
PETRA GEOTECHNICAL, INC.
By: By:
Julif A. Gutierrez Dr. Siamak Jafro i
City Manager President
Attest.,
City Clerk
Approved as to Form:
a� g ev,;
Best Best & Krieger LLP
City Attorney
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EXHIBIT "A"
SCOPE OF SERVICES
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A-1
Scope of Services
Project Approach
Petra has extensive experience with regulatory agency projects, including projects for the cities of
Mission Viejo, San Juan Capistrano, Buena Park, and Montclair. We have been contracted by
numerous public and private agencies including school districts, universities and colleges, cities,
counties, transportation agencies, large commercial and residential developers, as well as private
sector clients.
Services performed by Petra for regulatory agencies that are in charge of safeguarding the
community's interest for public and private projects can be divided into two categories;
geotechnical and geological third party review and oversight activities, and geotechnical design
activities. Petra's involvement in the review and oversight role is to provide technical
augmentation to agency staff by providing comments, guidance, review and/or study of technical
facets of the project, as to developers and/or consultant submittals. Our geotechnical design
activities typically include performing geotechnical investigations and construction observation
and testing for capital improvement projects (CIF's). Should this need arise for the Monrovia
Nursery project, a separate scope of work can be provided upon request.
Based on more than a decade of experience as the third party reviewer and oversight consultant
for various cities, Petra has developed and utilizes a very practical procedure for an effective
interaction between the agency, the developer and its consultants, and us. The following presents
our approach to the Monrovia Nursery project for the technical management of this project.
Preparation of a Protocol for Interaction tivith the City - Upon notification to proceed
from the City, our Project Manager will contact appropriate City personnel to develop a
permanent line of communication for all future projects and various tasks. Once the line
of communication is established, our Project Manager will develop and submit a
procedure for technical communication between Petra and the Developer and its
consultant for receiving reports and transmittals and exchange of comments, guidance
and review letters. This procedure will also include such items as the line of
responsibility for various tasks and personnel, time lines for submittal and response, fixed
behind -the -counter and/or field consultation time (if deemed necessary), regulatory
requirements, field verification procedures (on-site and right-of-way), estimated fee for
various tasks, and the billing procedure.
Project Stung — Upon receipt of notification to commence the various tasks from the
City, the Project Manager will assign the most qualified professionals to review.the
project submittals. This assignment will be communicated to the City and the Developer
and its consultant for all future correspondences.
Project Tracking Setup - The Project Manager works with our Project Administrator to
assign a unique Project Job Number to the Work Order and enter the tasks and budgets
into our tracking system.
Monitoring and Adjustments - Upon notification by the Project Manager, each task is
initiated and closely monitored for progress. All labor hours and expenses are assigned to
the unique project number and accumulated by our accounting department. The Project
Manager receives a biweekly report of actual labor hours and expenses accumulated per
task from our Project Administrator. This information is also available on an "as -
requested" basis. This report is reviewed and any potential variances are identified by the
Project Manager specifically in regard to those tasks, which are red flagged as having
reached 80 percent expenditure of budget. The Project Manager then investigates the
potential variance to deterniine the cause and effect. If it is determined that the scope of
work has changed, site conditions are different than expected, or other conditions out of
our control have occurred, the Project Manager will immediately notify the proper City
representative for proper remediation. The Project Manager receives a monthly preview
of the invoicing for each project for review and implements the same process as
described above.
Technical Review, Laboratory and Field Testing Protocol - As mentioned earlier, a
protocol will be developed for all technical activities. This protocol is expected to be
based on the City of Azusa requirements and other appropriate requirements common to
our industry. Typical requirements include those provided by Uniform Building Code
(UBC) or California Building Code (CBC), Division of State Architect (DSA), the
California State Department of Education, the CDMG procedures outlined in applicable
publications, and the American Society for Testing and Materials (ASTM Practice E
1527) Standards, as appropriate.
Development of Links Between Geotechnical Group and Environmental and Material
Testing and Special Inspection Groups — While we expect the bulk of the work to be of a
geotechnical/geological nature, a link will be developed between our geotechnical and
environmental groups to specifically address any concerns regarding contaminated soils
in the nursery environment during the investigation and construction phases of the
project. The link can also be developed between our geotechnical and material testing
and special inspection groups during the construction phase of the project.
Cast Control/Cost Management Procedures and Policies - Petra's corporate and project
personnel have successfully demonstrated effective cost management, superior quality of
work, and the ability to successfully perform multi -task projects within the most
demanding of schedules and budgetary requirements. We are committed to providing
effective project management through proper training and open communication between
City representatives and Petra personnel.
Cost control and management will be maintained by the designated Project Engineer and
Project Geologist, who are responsible for monitoring all project costs. The Project
Engineer and the Project Geologist will also receive and review both bi-weekly and
monthly reports on in-house costs, allowing them to maintain and employ tight cost
control measures for each project assignment.
Tj pical Scope of Services
Our scope of services for third party geotechnical reviews typically includes the review of
preliminary investigation and grading plan, rough -grading (compaction), and post -grading (final)
reports, and pavement section designs submitted to the City during the building permit acquisition
(investigation) and grading and post -grading (construction) processes. Petra's personnel will
work directly with City officials and the applicant's geotechnical consultant. Based upon our
review, Petra personnel will recommend approval of the report(s) or prepare a Geotechnical
Report Review letter. If needed, Petra personnel will also review subsequent geotechnical
response reports prepared by the applicant's consultant. Specific scope of work for investigation
and construction phases of the project is expected to be as follows.
Investigation Phase — Our scope of work during the investigation phase of the project is expected
to consist of some or all of the following.
I . Collect and review readily available literature and maps pertaining to soil and geologic
conditions within and adjacent to the site. This includes a review of published and
unpublished maps, and reports from various sources.
2. Perform a reconnaissance of the site and geologic mapping, if deemed necessary, to
familiarize our personnel with geotechnical and geological features of the site.
3. Obtain and review historical aerial photographs to better define surface features within
and adjacent to the site and determine previous land usage.
4. Review grading and foundation plans and project specifications made available to us at
the time of investigation.
5. Provide consultation and guidance to geotechnical fieldwork to be performed by
developer's consultants.
6. Review, provide comment and recommend solution and/or approval on behalf of the City
regarding the investigation, reports and design.
7. Assist in overseeing the implementation of the conditions for approval and/or mitigation.
8. Communicate all of above in a concise manner with appropriate City personnel.
9. Provide documentation for above activities.
Construction Phase - Our scope of work during the investigation phase of the project is expected
to consist of some or all of the following.
1. Attend pre -grade meetings and perform an initial site observation.
2. Perform observation and field verification testing services during site grading.
3. Perform geological observation and mapping during grading to document conditions
not encountered during the investigation phase.
4. Footing trench excavation observation and verification testing.
5. Utility trench backfill observation and verification testing.
6. Slab subgrade pre-soaking observation and verification probing.
7. Retaining wall footing, drainage, and backfill observation and verification testing.
8. Concrete flatwork pre-soaking observation and verification probing.
9. Review and provide guidance for structural pavement section design.
10. Curb, gutter, and sidewalk observation and verification testing.
11. Street subgrade, base, and asphalt verification testing.
12. Review, provide comment and recommend solution and/or approval on behalf of the
City regarding the construction, reports and design.
13. Assist in overseeing the implementation of the conditions for approval and/or
mitigation.
14. Communicate all of above in a concise manner with appropriate City personnel.
15. Provide documentation for above activities.
EXHIBIT "B"
SCHEDULE OF SERVICES
R VPUB\NG S\544364 B-1
SCHEDULE
TIME LINE FOR REVIEW AND CONSULTING SERVICES
ACTIVITY
TURN -AROUND TIME
Review of Reports
5 — 10 Working Days
Review of Letters
2 — 5 Working Days
Field Inspection During
Grading
4 Hours within Any Day or Call before 4 pm for the Next
Mornin
Geologic Mapping
As Dictated by Pre -Planned Field Schedule or by Appointment
24 to 48 Hours Before
Consultation
By Phone or E- Mail on a As -Needed basis
IV
PETRA
EXHIBIT "C"
COMPENSATION
RVPUB\NGS\544364 C_1
Standard Fee Schedule
Construction Support
October 1, 2003
Principal Engineer/Geologist
$ 135.00/hr.
Senior Associate Engineer/Geologist
$ 125.00/hr.
Associate Engineer/Geologist
$ 115.00/hr.
Senior Project Engineer/Geologist
$ 110.00/hr.
Project Engineer/Geologist
$ 105.00/hr.
Senior Staff Engineer/Geologist
$ 95.00/hr.
Staff Engineer/Geologist
$ 75.00/hr.
Supervising Engineering Technician
$ 85.00/hr.*
Senior Engineering Technician
S 70.00/hr.*
Engineering Technician
$ 60.00/hr.*
Deputy Geotechnical Inspector
$ 90.00/hr.
Deputy Concrete Inspector
$ 45.00/hr.**
Deputy Masonry Inspector
$ 45.00/hr.**
Senior Laboratory Technician
$ 85.00/hr.
Laboratory Technician
$ 65.00/hr.
Draftsperson
$ 70.00/hr.
Xerox Rate
$ .25/sheet
Outside Consultants
Cost + 20%
Drilling/Equipment Rental
Cost + 20%
Postage/Freight
Cost + 20%
Blueprints
Cost + 20%
Travel & Transportation
Cost
Subsistence
Cost
Company Equipment Usage
No Charge
Mileage/Truck Usage
No Charge
Word Processing/Clerical
No Charge
* Costs for Field Density Testing are included.
** Two -Hour Minimum (work will be rounded up in increments of two hours)
NOTE: Travel time to field job sites is charged on a portal to portal basis at the appropriate hourly
rate. Overtime for non -registered professionals and technicians is $25 over the hourly rate. Overtime for
deputy inspectors is 1.5 times the regular hourly rate.
Standard Fee Schedule
Public Works Support (Prevailing Wage Projects)
October I, 2003
Principal Engineer/Geologist
Senior Associate Engineer/Geologist
Associate Engineer/Geologist
Senior Project Engineer/Geologist
Project Engineer/Geologist
Senior Staff Engineer/Geologist
Staff Engineer/Geologist
Soils Field Technician
Deputy Geotechnical Inspector
Building Construction Inspector
Senior Laboratory Technician
Laboratory Technician
Draftsperson
Xerox Rate
Outside Consultants
Drilling/Equipment Rental
Postage/Freight
Blueprints
Travel & Transportation
Subsistence
Company Equipment Usage
Mileage/Truck Usage
Word Processing/Clerical
* Costs for Field Density Testing are included.
** Two -Hour Minimum (work will be rounded up in increments of two hours)
$135.00/hr.
$125.00/hr.
$115.00/hr.
$110.00/hr.
$105.00/hr.
$ 95.00/hr.
$ 85.00/hr.
$ 90.00/hr.*/**
$ 95.00/hr. * *
$ 95.00/hr. * *
$ 85.00/hr.
$ 65.00/hr.
$ 70.00/hr.
$ .25/sheet
Cost + 20%
Cost + 20%
Cost + 20%
Cost + 20%
Cost
Cost
No Charge
No Charge
No Charge
NOTE: One-way travel time from our office to field job sites is charged the appropriate hourly rate when
less than 8 hours of field time is required during any one day. When field time is 8 hours or more
per day, there is no charge for travel. Overtime for non -registered professionals and technicians is
$25 over the hourly rate. Overtime for deputy inspectors is 1.5 times the regular hourly rate.
Untitled
*** FOR INTERNAL USE ONLY PO #:
***** W O R K S H E E T*
CITY OF AZUSA PR #: C10367
TO: SHIP TO:
PETRA GEOTECHNICAL INC. Central Receiving
3185-A AIRWAY AVE. 809 NORTH ANGELENO AVENUE
COSTA MESA, CA 92626 AZUSA, CA 91702
Vendor ID Department Date Required
V08411 Rose Tara 10/12/04
NET 30
ITEM # QTY UNITS DESCRIPTION
0001 20,000 EA MONROVIA NURSERY GEOLOGICAL &
GEOTECHNICAL REVIEW SVCS.
YES
Print Date
10/12/04
UNIT PRICE EXTENDED PRICE
5000000613-2719 20,000.00
Page 1
1.00 20,000.0
TOTAL $ 20,000.00
DATE (MWODIYY)
1 ACORU:. CERTIFICATE OF LIABILITY INSURANCE 09/17/2004
PRODUCER
Dealey, Renton & Associates
P. O. Box 10550
Santa Ana, CA 92711-0550
714 427-6810
INSURED. -
Petra Geotechnical, Inc.
3185-A Airway Avenue
Costa Mesa, CA 92626
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER, THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
I
INSURERS AFFORDING COVERAGE
1 INSURER A: United States Fidelity & Guaranty
INSURER B: Fidelity & Guaranty Ins. Underwriter
INSURER C: St. Paul Fire & Marine Ins. Co.
' INSURER D: American Home Assurance Company
INSURER E:
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
VCTYPE OF INSURANCE POLICY NUMBER F-14 EFFECTIVE POLICY EXPIRATIOLIMBS
A ' GENERAL LIABILITY BKO1558868 { 06/25/04 '06/25/05
EACH OCCURRENCE
$1,000,000
MERCILGENERIAILITY
FIREDAMAGE(Anyon�:COMefire)
s500000
MED EXP (Any one person)
$10,000
CLAIMS MADE � X I OCCUR INDP. CONTRACTORS
PERSONAL& ADV INJURY
$100000
IX CONTRACTUAL INCLUDED i I'
X BFPD,_XCU _ I
�GEN'L
GENERAL AGGREGATE
s2,000000
AGGREGATE LIMITAPPLIESPER: f !I
PRODUCTS -COMP/OPAGG
s2,000,000
�aF
POLICY I 1 I LOC F
B AUTOMOBILE LIABILITY BA01558855 06/25/04 106/25/05
ANY AUTO
COMBINED SINGLE LIMIT
(Ea accident)
$1,000,000
ALL OWNED AUTOS
BODILY INJURY
$
SCHEDULED AUTOS 1
(Per person)
r----- !1 1
X HIRED AUTOS
BODILY INJURY
$
X_ NON -OWNED AUTOS r
(Per accident)
�---_.
PROPERTY DAMAGE
$
(Per accident)
GARAGE LIABILITY
I
AUTO ONLY - EA ACCIDENT
$
OTHER THAN EA ACC
$
j ANY AUTO
r
r
$
I
AUTO ONLY: qGG
A EXCESS LIABILITY___
BKO1558868 06/25/04 106/25/05
EACH OCCURRENCE
=4,OQQ�QQQ
X OCCUR I ]CLAIMS MADE
PROF. LIABILITY j
AGGREGATE -
�
14 0,000
IS EXCLUDED
_ -
$
DEDUCTIBLE
$
RETENTION $
C WORKERS COMPENSATION AND
WVA2445598 06/25/04 06/25/05
X I WC STATU- , IOTH-
EMPLOYERS' LIABILITY
_T.QHY). 4II
E.L. EACH ACCIDENT ACCIDENT
$1 000,000
E.L. DISEASE -EA EMPLOYEE
$1,000,000
E.L. DISEASE -POLICY LIMIT
I $1,000,000
_
D 1 OTHER Professional
0441721 02/01/04 102/01/05
$2,000,000 per claim
Liability
$2,000,000 annl aggr.
DESCRIPTION OF OPERATIONS/LOCATIONSIVEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
General Liability policy excludes claims arising out of the performance of professional
services
Re: All Operations as Performed by the Named Insured
(See Attached Descriptions)
CERTIFICATE HOLDER ADD1TiONALINSURED: INSURER LETTER; CANCELLATION Tpn nig/ Nnfirp fnr Nnn.Pnumpnt of Prpmirrm
City of Azusa
Department of Community Development
Po Box 1395
Azusa, CA 91702
SHOULD ANYOF TH E ABOVE DESCRIBED POLICIES SE CANCELLED BEFORE TH E EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL XJ( XWMAIL 30__DAYS WRITTEN
NOTICE TOTHE CERTIFICATE HOLDER NAM EDTOTHELEFT, B XtlFli7iRj0M0)1K",)
AUTHORIZED REPRESENTATIVE
ACORD 25-S 7/97 4 r(, - r r ■ r t� �15r u v ry
11 of 2 #M105283 -rf�LL 0ACORD CORPORATION 1988
DESCRIPTIONS (Continued from Page 1)
City of Azusa Department of Community Development is additional insured
as respects to General Liability.
Primary and Non -Contributing coverage applies to GL. Cross Liability
coverage applies to GL. Waiver of Subrogation applies to GL. Waiver of
Subrogation for Work Comp is included.
(G L-AI/PR/CRS/SBG L/SU B/X)
AMS Z5.3 (07/97) Z of Z #M105283
Policy Number: BKO1558868
Owners Lessees or Contractors (Form B)
ADDITIbNAL INSURED
Change(s) Effective: 09/17/2004
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT
CAREFULLY. This endorsement modifies insurance policy under the following:
LIABILITY COVERAGE PART:
Schedule
Name of Person or Organization:
City of Azusa
Department of Community Development
Po Box 1395
Azusa, CA 91702
SECTION II - WHO IS AN INSURED 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.
PRIMARY INSURANCE:
IT IS UNDERSTOOD AND AGREED THAT THIS INSURANCE IS PRIMARY
AND ANY OTHER INSURANCE MAINTAINED BY THE ADDITIONAL INSURED
SHALL BE EXCESS ONLY AND NOT CONTRIBUTING WITH THIS
INSURANCE.
SEVERABILITY OF INTEREST:
IT IS AGREED THAT EXCEPT WITH RESPECT TO THE LIMIT OF INSURANCE, THIS
COVERAGE SHALL APPLY AS IF EACH ADDITIONAL INSURED WERE THE ONLY INSURED
AND SEPARATELY TO EACH INSURED AGAINST WHOM CLAIM IS MADE OR SUIT IS
BROUGHT.
WAIVER OF SUBROGATION:
IT IS UNDERSTOOD AND AGREED THAT THE COMPANY WAIVES THE RIGHT OF
SUBROGATION AGAINST THE ABOVE ADDITIONAL INSURED(S), BUT ONLY AS RESPECTS
THE JOB OR PREMISES DESCRIBED IN THE CERTIFICATE ATTACHED HERETO.
CL/BF 22 40 03 95
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different
date is indicated below.
(The following "attaching clause" needs to be completed only when this endorsement is issued subsequent to preparation of the policy.)
This endorsement forms a part of Policy No. WVA2 4 4 5 5 9 8
Issued to: Petra Geotechnical, Inc.
By: St. Paul Fire & Marine Ins. Co.
Premium (if any) TBD
We have a right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our
right against the person or organization named in the Schedule. (This agreement applies only to the extent that you
perform work under a written contract that requires you to obtain this agreement from us).
You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work
described in the Schedule.
The additional premium for this endorsement shall be 2-5% of the California workers compensation premium otherwise
due on such remuneration.
Schedule
Person or Organization
City of Azusa
Department of Community Development
Po Box 1395
Azusa, CA 91702
WC 04 03 06
(Ed. 4-84)
Countersigned by
� v�uYvl2Q°l L
Job Description
Authorized Representative