HomeMy WebLinkAboutD- VI Ultra Systems 10-04-04CITY OF AZUSA
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this 0' day of October, 2004 by and between
the City of Azusa, a municipal organization organized Larder the laws of the State of California
with its principal place of business at 213 East Foothill Boulevard, Azusa, California 91702-1295
("City") and UltraSystems, a California corporation, with its principal place of business at 100
Pacifica, Suite 250, Irvine, Ca. 92618 ("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 Acoustic Analysis/Review
services and Hazardous Materials Report 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 Acoustic Analysis/Review services and
Hazardous Materials 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
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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 Pa it of Subordinates• hidependent 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 SenJees. 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 for cause. As discussed below, any personnel who fail or refiise 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: Betsy Lindsay, Principal, Nasrin Behmanesh, Sr. Scientist, and Gene Anderson, Sr.
Project Manager.
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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
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 Eppresentative. Consultant hereby designates Ms. Nasrin
Behmanesh, Sr. Scientist, 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 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,
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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.
3.2.10 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
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contain the following provisions, or Consultant shall provide endorsements on forms supplied or
approved by the City to add the following provisions to the insurance policies:
(A) General Liabili . 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) 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
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shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects the City, its directors, officials, officers,
employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing
payment of losses and related investigation costs, claims and administrative and defense
expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VIII, 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 Safely. 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 Five thousand dollars ($5,000) for Acoustic Analysis/Review Services, and
Five thousand ($5,000) for Hazardous Materials Report Review Services without written
approval of 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
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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
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.
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
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whole or in part as provided herein, City may procure, upon such terms and in such manner as it
may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such other
address as the respective parties may provide in writing for this purpose:
Consultant:
City:
U1traSystems
100 Pacifica, Suite 250
Irvine, Ca. 92618
Attn: Betsy Lindsay, President/CEO
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.
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3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant in
connection with the performance of this Agreement shall be held confidential by Consultant.
Such materials shall not, without the prior written consent of City, be used by Consultant for any
purposes other than the performance of the Services. Nor shall such materials be disclosed to
any person or entity not connected with the performance of the Services or the Project. Nothing
furnished to Consultant, which is otherwise known to Consultant or is generally known, or has
become known, to the related industry shall be deemed confidential. Consultant shall not use
City's naive 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 Atlomey`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
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parties.
3.5.8 Goven7ing Lain. 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 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 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
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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 tern 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 Equal Opportunity EsnploDnent. 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, all
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 A r�eenient. 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
ULTRASYSTEMS
By: By: ,-Py i3t, (A
iulij A. Gutierre 13etsyLindiay,
Cit Manager President/CEO
Attest:
City Clerk
Approved as to Form:
_A" F,
6^xo�,-
Best Best & Krieger LLP
City Attorney
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EXHIBIT "A"
SCOPE OF SERVICES
RVPUB\NGS\544364 A-1
RFP for Acoustic Analysis and Review Services
Monrovia Nursery Specific Plan and Project
Scope of Service
The approach to assess noise impact (only if needed) will include combining the available data on the project
area acoustical characteristics and addressing any impact resulting from the construction operations during the
loudest periods of construction activities. Then, for sensitive receptors, the projections will be compared with
estimates of existing noise exposure. The steps in the assessment include:
Field Incidents On -Call: In response to noise incidents, and at the request of the City, we will travel to the
construction area and investigate the source, and attempt to validate or refute complaints. We will perform
this type of service, as on-call. U1traSystems can provide a written summary of our analysis and findings.
Ort -Call Monitoring Services. If necessary, to assess the noise during construction of the Project, noise
levels at the construction site can be surveyed. The survey locations will be selected based on the location of
any potential noise -sensitive receptors and their distance from the noise -generating construction activities.
Additional mitigation measures may be proposed based on the outcome of the noise measurements taken
during construction operations.
Proposal No. 040808
EXHIBIT A
Scope of Services
Hazardous Materials Report Review
Review of Hazardous Materials Reports. The primary focus of Ultrasystems' scope
of services for the Monrovia Nursery project will consist of the review of hazardous
materials reports submitted by others, and will include:
1. Technical review of other consultant reports regarding hazardous materials or
wastes stored or released on properties of interest.
2. Technical review of other documents that may be related to hazardous materials or
waste storage or release on properties of interest.
3. Written synopsis to include the purpose of the review, factual findings, opinions and
conclusions based on the findings, and recommendations, as appropriate.
Reports will be reviewed by a Registered Environmental Assessor (REA), Registered
Geologist (RG), Professional Engineer (PE), Certified Industrial Hygienist (CIH) or other
appropriate registered or certified professional, as needed.
Other Services
If additional services are needed, Ultrasystems is capable of providing the following
services:
Hazardous Waste Assessment. UltraSystems provides consulting services relating to
the identification and remediation of hazardous waste contamination including Phase I
Environmental Assessments, Phase II Site Characterization Studies and remediation
plans and oversight. These activities are aimed at identifying contamination issues in a
controlled and cost effective manner.
Remedial Plans, Design/Construction UltraSystems is equipped to provide specific
consulting services to the City for the remediation of hazardous wastes and materials
including remediation design and construction. Should a site require remediation,
UltraSystems can offer a wide variety of scientific disciplines including civil engineering,
CADD, geotechnical engineering, GIS, geology, hydrology, stormwater management,
and solid waste management experts. UltraSystems also offers hazardous material
surveys and abatbment design, specifications, and oversight.
Should remediation be warranted for a development, UltraSystems' philosophy is to
develop and implement remedial alternatives that keep all owner/developer needs in
mind, recycle soils whenever possible to minimize long-term RCRA liability, minimize
groundwater extraction, reduce long-term monitoring and reporting requirements, and
focus on efficient mass reduction of contaminants to allow development to proceed.
■ Remedial Action Plans. (RAPs) are prepared that achieve speedy regulatory approval
and consider owner liability and public exposure. UltraSystems, engineers use site-
specific data to design and implement remediation programs. Emphasis is placed on
capping and containment as approved regulatory technologies for site cleanup and
restoration, along with conventional removal and on-site biological technologies for
quick remediation.
• Cleanup Goals. Cleanup goals can be negotiated based on existing standards, best
achievable results with the chosen option, levels determined through performance of a
site-specific Ecological and Human Health -Based Risk Assessment, or a combination of
all three options.
• Design/Construction. Design/Construction is the implementation of the RAP, which
includes cleanup goals, and the remedial technique of choice. A partial listing of the soil
and groundwater technologies with which UltraSystems personnel have practical
implementation experience includes: enhanced in-situ bioremediation, soil vapor
extraction augmented with bioventing, free product control and removal using "product
only" NAPL recovery pumps, steam -enhanced soil venting, air sparging, contaminated
surface and groundwater recovery and treatment, soil washing with surfactants,
stabilization/solidification including asphalt incorporation, construction of clay and
geosynthetic membrane caps and soil -mixing walls for vadose-zone containment, and
passive "reactive" walls for groundwater treatment. More innovative technologies
include phytoremediation, combination electrolysis/enzyme enhanced biotreatment, and
enhanced ultraviolet/oxidation treatment.
EXHIBIT B
Schedule of Services
Two weeks are typically needed to review reports, however, UltraSytems will specify the
time needed for reviews on a report -by -report basis at the time the services are
requested.
EXHIBIT "C"
COMPENSATION
RVPUB\NG S\544364 C-1
RFP for Acoustic Analysis and Review Services
Monrovia Nursery Specific Plan and Project
UltraSystems Environmental
Effective January 2004
Professional Staff
Hourly Rates
Principal
$180.00
Project Director
$160.00
Senior Project Manager
$135.00
Senior Environmental Scientist/Engineer
$130.00
Project Manager
$120.00
Scientist/Engineer
$105.00
Senior Planner
$105.00
Senior Biologist
$.97.00
Certified ESRI/GIS Instructor
$ 96.00
Associate Planner
$ 90.00
Staff Biologist
$ 90.00
Assistant Planner/ Environmental Analyst
$ 90.00
Support Staff
Computer Illustrator/Video Imaging
$ 85.00
Graphic Illustrator/GIS Conformance
$ 75.00
Word Processor
$ 75.00
Technician
$ 70.00
Intern
$ 45.00
Computer for CAD/GIS Application
$ 15.00
Computer for Engineering/Environmental/Word Processing/Spreadsheets
$ 10.00
Photo Copier Ir B/W
$ .10 per sheet
Photo Copier — Color
$ 1.00 per sheet
General
Consultant support (printing, reproduction and other direct expenses) will be billed at a rate of cost plus twenty
(20) percent. Automobile mileage will be charged at a rate of $0.40 per mile. Travel time will be billed as
indicated in the hourly rate schedule above. Authorized overtime for support staff will be billed at one and one-
half (1 %Z) times the standard billing rate.
Statements are payable upon receipt, and will be submitted monthly for work in progress and at completion of
contract obligations. Fees not paid within sixty (60) days of invoice date will be assessed an interest charge of
one and one-half (1%) percent per month from the date due (net 30). Attorney fees and court costs incurred
with collection of delinquent accounts will be borne by the client.
Proposal No. 040808
Sep 17 04 03:30p
ACORD 7M
Jayne Wood
Praautw. Pham.: (SINP4a4143
HMS SERVICES INSURANCE AGENCY
2501 Heemosita Drive
Glendale, CA 91208
818-246.4291
Unrzsystwns Environmental, Inc.
100 Pacifica Suite 250
Irvine, CA 92618
810-246-4291
p.2
OF LIABILITY INsURA NCE
THIS CERTIFICATE IS ISSUED AS A hRATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
BOLDER_ THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED SY THE POLICIES BELOW.
INSURERS AFFORDING COVERAGE
A: GULF UNDERWRITERS INSURANCE GROUP
B:
C:
D:
_._ E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOWHAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDINTION OF ANY COONTRACT 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.
LTR TYPE OF INSURANCE
•+��
RAPOLICY NUMBER DATE NY)
GENERAL LIABILITY
LIMITS
k COT+WAC+AL GENERAL LIABILT Y
OCCURENCE
TLF�.FRISONAL
CLAI S MADE x OCCUR
71vizPULICY
OAWI,GE IAr,y ort• fin)
x Contractors Poll. Liability
E Inny one ver}
s ADV INJURY
GEN'L AGGREGATE LIMIT APPLIES PER:
GENERAL AGGREGATE
A x PDLiBPROJECT LOC
GU2828502 14!2717003 1012712004
PRODUCTS& CCOPIApp
AUTOMOBILE LUIBILIY
AAF'/AUTO
COMBINED SINGLE LIMIT
ALL OWNED AUTOS
(Em )
SCHEDULE[) AUTOS
BODILY IJURY
M
X HIRED AUTOS
(Per Panwo)
X NON -OWNED AUTOS
BODILY INJURY
(Per �Kw'A)
A
GU2828502 10/27/2003 1012712004IPer
PROPERTY DAMAGE
GARAGE LU\BILTIY
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ANY AUTO
ALFrO ONLY -EA ACCIDENT 7
OTHER THAN EA ACG I
EXCESS LIARFLI TY
AUTO ONLY: AGG I
OCCUR =CLAIMS MADE
EACH OCCURRENCE I
3
LIABILITY
_L EACH ACCIDENT
E.L. DISEASE -EA EMPLOYEE
JOTHER PROFESSIONAL E a O LICY LMRGU2828=2 10/27/03 10/27/04
J. afonal E R O UabOlty vrlltlem nn eaalms madeform.$1,000,000 PER OCCURRENCE/ 3,000,000 AGGREGATE
uaku"M Personal Pr°perty Imsaaarlea: WmIC 5140.000 Co mpany : Essex kmunmoe Company iI
ASCRIPTION OF OPERATIONSILOrp°
J►TIONCLESIEXCLUSHM ADDED BY ENDORSEMENT/SpEC1AL PROVISIONS ��� 9 , to 91i5/O&
S/VEHI
3TTIFiCATE HOLDER IS INCLUDED AS ADDITIONAL INSURED AS RESPECTS WORK PERFORMED FOR THEM BY THE
WED INSURED: RE: Job 4 5339 and $240
CERTIFICATE HOLDER AVOtTIONAL INSURE? INSURER LETTER
Lary OT Azusa
Atter. Roy E. Bruckner, PY
Drpsrtment Ot Community Development
2i3 East Foothill Blvd,
Azww, CA 91702,1295
ACCORD 2SS 47/97)
CANCELLATION: 10 Days NOC for non payment
HOULO AHY OF T1iE ABOVE DESC hSED VOL ICiFS BE CANCf=L!_EEfJ BEFORE THE E7CPRATf61
ATE THEREOF, THE ISSUING INSURER WILLtINR*AkWdj" NAIL 30 DAYS WRITTEN
OTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, L
A. Woad
ACORD CORPORATION 1980
untitled
*** FOR INTERNAL USE ONLY
***** W O R K S H E E T*
CITY OF AZUSA
TO:
ULTRASYSTEMS
100 PACIFICA STE #250
IRVINE, CA 92618
Vendor ID Department
V08412 Rose Tara
NET 30
PO #:
PR #: C10376
SHIP TO:
Central Receiving
809 NORTH ANGELENO AVENUE
AZUSA, CA 91702
Date Required Print Date
10/13/04 YES 10/13/04
ITEM # QTY UNITS DESCRIPTION
0001 5,000 EA ACOUSTIC ANALYSIS/REVIEW SERVICES
UNIT PRICE EXTENDED PRICE
5000000613-2719 5,000.00
Page 1
1.00 5,000.00