HomeMy WebLinkAboutD- 6 Willdan 06-20-05CONSENT CALENDAR
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: SHARON HIGHTOWER, DIRECTOR OF ECONOMIC AND COMMUNITY
DEVELOPMENT
VIA: F. M. DELACH, CITY MANAGER /�V
DATE: JUNE 20, 2005
SUBJECT: AGREEMENT WITH WILLDAN TO PROVIDE PROFESSIONAL CITY ENGINEERING
SERVICES FOR THE ROSEDALE PROJECT
RECOMMENDATION
It is recommended that the City Council approve the agreement with Willcian to provide Professional
City Engineering services related to the implementation of the Rosedale project. It is also requested
that the City Council authorize the City Manager to make future adjustments to the contract amount
as needed.
BACKGROUND
The implementation of the Rosedale Project, Specific Plan and Development Agreement will require
significant City Engineer involvement, which may at times be intense. Due to other work
assignments, it has been determined that the Assistant Public Works Director/City Engineer may not
be able to devote the time necessary to ensure timely progress on the review and approval of the
various elements of the Rosedale project. Therefore, outside professional engineering services to
assist in the implementation of the project is desired. It is the intent to appoint the consulting
engineer as the City Engineer and Engineer of Record for the Rosedale project.
Willdan has been under contract with the City for many years in the Building Division, providing plan
checking, building inspection, and geotechnical review services. Willdan is a multidisciplinary firm
with strengths in a number of areas, particularly in the field of engineering (see Exhibit I attached).
Because Willdan is currently under contract with the City, is familiar with the City, and has the
experience and capability to perform the needed services for the Rosedale project, it would be
advantageous to expand Willdan's current contract to include the additional services. For purposes
of consistency, however, the City Attorney advises to use the City's standard form professional
services agreement, which is hereby attached as Exhibit 2.
Projecting the contract amount necessary to complete the work would be difficult, due to the nature
of the engineering services (plan check review and comments). A time and materials basis contract
would be most appropriate, and an initial contract amount of $75,000 is suggested, which can be
amended as needed in the future. The contract would allow the City Manager to amend the contract
amount in such case. The term of the contract is recommended for 3 years, which is the expected
timeline of the project during which engineering services are most likely.
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FISCAL IMPACT
No fiscal impact is anticipated, as Azusa Land Partners' Reimbursement Agreement will cover the
cost of Willdan's services. In fact, in order to continue forward progress on the review of the various
aspects of the project, ALP has agreed to fund the cost of Willdan's services in advance of contract
approval.
CITY OF AZUSA
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this 20th day of June, 2005 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 Willdan, a California Corporation, with its principal place of business at 13191
Crossroads Parkway North, Suite 405, Industry, Ca. 91746-3497 ("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 Professional City
Engineering 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 Rosedale 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 city engineering 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 May 9, 2005 to June 30,
2008, 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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3.2 Responsibilities of Consultant.
3.2.1 Control and Fa Ment 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 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 A 1icable Rec iiirements. 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 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: Ken Rukavina and Elroy Kiepke.
3.2.5 City's Re resentative. The City hereby designates Robert Person, 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
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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 Ken Rukavina,
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 Employee . Consultant shall perform
all Services under this Agreement in a skillful and competent manner, consistent with the
standards generally recognized as being employed by professionals in the same discipline in the
State of California. Consultant represents and maintains that it is skilled in the professional
calling necessary to perform the Services. Consultant warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the Services assigned to
them. Finally, Consultant represents that it, its employees and subcontractors have all licenses,
permits, qualifications and approvals of whatever nature that are legally required to perform the
Services, including a City Business License, and that such licenses and approvals shall be
maintained throughout the term of this Agreement. As provided for in the indemnification
provisions of this Agreement, Consultant shall perform, at its own cost and expense and without
reimbursement from the City, any services necessary to correct errors or omissions, which are
caused by the Consultant's failure to comply with the standard of care provided for herein. Any
employee of the Consultant or its sub -consultants who is determined by the City to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat
to the safety of persons or property, or any employee who fails or refuses to perform the Services
in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant
and shall not be re-employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and
in compliance with all local, state and federal laws, rules and regulations in any manner affecting
the performance of the Project or the Services, including all Cal/OSHA requirements, and shall
give all notices required by law. Consultant shall be liable for all violations of such laws and
regulations in connection with Services. If the Consultant performs any work knowing it to be
contrary to such laws, rules and regulations and without giving written notice to the City,
Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend,
indemnify and hold City, its officials, directors, officers, employees and agents free and harmless,
pursuant to the indemnification provisions of this Agreement, from any claim or liability arising
out of any failure or alleged failure to comply with such laws, rules or regulations.
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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
$2,000,000 annual aggregate, and shall be endorsed to include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms supplied or
approved by the City to add the following provisions to the insurance policies:
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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, 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, 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, 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, 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, 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' Com ensation and Employers Liabili Covera e.
The insurer shall agree to waive all rights of subrogation against the City, its directors, officials,
officers, employees, and volunteers for losses paid under the terms of the insurance policy, which
arise from work performed by the Consultant.
(D) A] l Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be canceled except after thirty
(30) days prior written notice by first class mail, postage prepaid, 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, and volunteers.
3.2.10.5 Separation of Insureds,• No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds provisions. In
addition, such insurance shall not contain any special limitations on the scope of protection
afforded to the City, its directors, officials, officers, employees, agents and volunteers.
3.2.10.6 Deductibles and Self -Insurance Retentions. Any
deductibles or self-insured retentions must be declared to and approved by the City. Consultant
shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects the City, its directors, officials, officers,
employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing
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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 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 $75,000 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
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.
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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
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
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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:
Ken Rukavina
Willdan
13191 Crossroads Parkway North, Suite 405
Industry, Ca. 91746-3497
City of Azusa
213 East Foothill Blvd.
Azusa, CA 91702-1295
Attn: 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
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
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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, and volunteers 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
negligent acts, errors or omissions or willful misconduct of Consultant, its officials, officers,
employees, 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 or volunteers. Consultant shall pay and satisfy any judgment,
award or decree that may be rendered against City or its directors, officials, officers, employees,
or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City
and its directors, officials, officers, employees 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 or volunteers.
3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by
both parties.
3.5.8 Governing Law. This Agreement shall be governed by the laws of the
State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of
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this Agreement.
3.5. 10 CiWs 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: Cautions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any
term referencing time, days or period for performance shall be deemed calendar days and not
work days. All references to Consultant include all personnel, employees, agents, and
subcontractors of Consultant, except as otherwise specified in this Agreement. All references to
City include its elected officials, officers, employees, agents, and volunteers except as otherwise
specified in this Agreement. The captions of the various articles and paragraphs are for
convenience and ease of reference only, and do not define, limit, augment, or describe the scope,
content, or intent of this Agreement.
3.5.14 Amendment; Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not
paid nor has it agreed to pay any company or person, other than a bona fide employee working
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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 Equal Opportunity Em to ent. 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 Authorily to Enter A eement. 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 Countemarts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Anproval Require . 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.
CITY OF AZUSA
By: Aliiluf l� ��t "-�� By:
City Manager
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WILLDAN
WILLIAM C. PAGET
SENIOR VICE PRESIDENT
Attest:
City Clerk
Approved as to Form:
Best Best & Krieger LLP
City Attorney
RVPUBWGSl544364 12
EXHIBIT "A"
WILLDAN
SCOPE OF SERVICES
RVPUB\NGS\544364 A_1
I
CITY OF AZUSA
PROFESSIONAL CITY ENGINEERING SERVICES
9 B..
UNDERSTANDING OF THE CITY'S NEEDS
Willdan is prepared to provide the range of city engineering services specific to the Rosedale project, acting as
the City's city engineer for the project. Our staff will work closely with City staff and the Rosedale project
developers and engineers throughout the implementation phase of the project to ensure that all phases of the
project are coordinated and that conditions of approval are adhered to. This will include but not be limited to
plan review, inspection, and coordination of consultant activities, and preparation of staff reports and
attendance at City Council and Commission meetings, or more specifically:
1. Participate in professional engineering work, including the review and approval of plans and project
specifications.
2. Direct and/or coordinate project inspections.
3. Evaluate compliance with laws, ordinances, and acceptable engineering standards.
4. Recommend corrections and improvements.
5. Review legal descriptions and deeds for easements and rights-of-way.
6. Review, comment, and approve tentative maps and final maps.
7. Review, comment, and approve infrastructure master plans, and improvement plans.
_ 8. Review, comment, and approve street improvement plans, and other public structures as appropriate.
9. Prepare staff reports as needed.
10. Coordinate project engineering activities with Engineering staff, other City Departments, adjoining
cities, and other interested agencies.
11. Attend and make presentations to commissions and City Council if necessary.
12. Coordinate engineering -related work of other consultants.
13. Review and comment on geotechnical studies and documents.
14. Coordinate utility services.
15. Coordinate with other agencies such as Los Angeles County and adjacent cities.
It is anticipated that the majority of our efforts could be done from Willdan's office in the City of Industry;
however, should it become evident that maintaining office hours at City Hall would be prudent, this will be
discussed and arranged accordingly.
.WILLD/\N 13
EXHIBIT "B"
WILLDAN
SCHEDULE OF SERVICES
It is not practical to develop a time schedule for the scope of work to be performed, due to the nature
of the engineering services. Willdan will perform the duties and responsibilities described herein in
a professional manner and on a schedule that meets the needs of the City.
RVPUB\NGS\544364 B_1
EXHIBIT "C"
WILLDAN
COMPENSATION
RV PUB\NG S\5443 64 C-1
CITY OF AZUSA
PROFESSIONAL CITY ENGINEERING SERVICES
FEE SCHEDULE
Willdan and Arroyo Geotechnical will perform services on a time -and -materials basis in accordance with the
effective Schedule of Hourly Rates, within a mutually established budgeted amount or on a negotiated lump -
sum amount as mutually agreed. For example, rather than the fee being based on time -and -materials fees for
map plan checking can be based on a percent of the City's or County of Los Angeles' fee schedule and
improvement plan checking can be based on a cost per linear foot.
SWILLDAN 14'
WILLDAN
Schedule of Hourly Rates
July 1, 2005
ENGINEERING
Principal Engineer .................................................
155.00
$165.00
Division Manager .....................................................
155.00
CityEngineer...........................................................
155.00
Project Manager ......................................................
155.00
Supervising Engineer ..............................................
140.00
Senior Engineer.......................................................
125.00
Senior Design Manager ...........................................
125.00
Design Manager ......................................................
115.00
Associate Engineer .................................................
115.00
Senior Designer.......................................................
110.00
Senior Design Engineer II ........................................
110.00
Senior Design Engineer I .........................................
105.00
Designer II...............................................................
100.00
DesignerI..................................................................
95.00
Design Engineer II ...................................................
100.00
Design Engineer I ......................................................
95.00
Senior Drafter............................................................
90.00
DrafterII....................................................................
80.00
DrafterI.....................................................................
75.00
Technical Aide...........................................................
65.00
CONSTRUCTION
155.00
Division Manager .....................................................
155.00
Project Manager ......................................................
155.00
Senior Construction Manager ..................................
135.00
Construction Manager .............................................
125.00
Assistant Construction Manager .............................
105.00
Utility Coordinator....................................................
110.00
Supervising Public Works Observer..._
.................. 110.00
Senior Public Works Observer ..................................
95.00
Public Works Observer ...............................
**80.00 / 95.00
Assistant Public Works Observer ...............**75.00
/ 95.00
Labor Compliance Manager ....................................
105.00
Labor Compliance Specialist .....................................
80.00
SURVEYING
Division Manager .....................................................
155.00
Supervisor - Survey & Mapping ...............................
140.00
Senior Survey Analyst .............................................
110.00
Senior Calculator.....................................................
105.00
CalculatorII...............................................................
95.00
CalculatorI................................................................
85.00
SurveyAnalyst II ...................................................
100.00
SurveyAnalyst I ......................................... .............
85.00
Survey Party Chief ...................................................
100.00
Field Party (One) ..............................................150.00
100.00
Field Party (Two) ....................... ....................
200.00
Field Party (Three) ...................................................
250.00
LANDSCAPE ARCHITECTURE Manager ...................................................... 155.00
Principal Landscape Architect ................................... 130.00
Senior Landscape Architect ...................................... 110.00
Associate Landscape Architect ................................. 100.00
Assistant Landscape Architect ................................... 85.00
31NG AND SLS
Division Manager ......................................................
155.00
Supervising Plan Check Engineer .............................
130.00
Building Official..........................................................
130.00
Plan Check Engineer ................................................
120.00
Deputy Building Official ..............................................
120.00
Inspector of Record ...................................................
120.00
Senior Plans Examiner ..............................................
110.00
Supervising Building Inspector ..................................
110.00
Plans Examiner.........................................................
100.00
Senior Building Inspector ..........................................
100.00
Supervisor Code Enforcement..............................100.00
70.00
Building Inspector..........................................**90.00
/ 95.00
Supervising Construction Permit Specialist ................
90.00
Senior Construction Permit Specialist .........................
85.00
Senior Code Enforcement Officer...........................80.00
Assistant Building Inspector ..........................**80.00
/ 95.00
Code Enforcement Officer ..........................................
65.00
Construction Permit Specialist ...................................
70.00
Assistant Construction Permit Specialist ....................
60.00
Plans Examiner Aide ...................................................
60.00
Assistant Code Enforcement Officer ...........................
55.00
PLANNING
Division Manager ........•....• .......................................
155.00
Principal Planner.......................................................
130.00
Principal Community Development Planner ..............
130.00
Senior Planner..........................................................
115.00
Senior Community Development Planner .................
115.00
Associate Planner .....................................................
100.00
Associate Community Development Planner............
100.00
Assistant Community Development Planner ...............
90.00
Assistant Planner........................................................
90.00
Planning Technician....................................................
70.00
Community Development Technician .........................
70.00
ADMINISTRATIVE
Computer Data Entry ................... 50.00
Clerical................................................. .._...... . 50.00
Word Processing......................................................... 50.00
Personal Computer Time... ............... ............. ..... 15.00
**Prevailing Wage Project, Use $95.00/Hour
Additional billing classifications may be added to the above listing during the year as new positions are created. Consultation in connection
with litigation and court appearances will be quoted separately. The above schedule is for straight time. Overtime will be charged at 1.25
times, and Sundays and holidays, 1.70 times the standard rates, Blueprinting, reproduction, messenger services, and printing will be
invoiced at cost plus fifteen percent (15%). A subconsultant management fee of fifteen percent (15%) will be added to the direct cost of all
subconsultant services to provide for the cost of administration, consultation, and coordination.
X WILLDAN 15
Serving Public Agencies
FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF AZUSA
AND
WILLDAN
ARTICLE 1. PARTIES AND DATE
This First Amendment to the Professional Services Agreement ("First Amendment")
dated as of the 1St day of March, 2006 is entered into by and between the City of Azusa ("City")
and Willdan ("Consultant").
ARTICLE 2. RECITALS
2.1 City and Consultant entered into that certain Professional Services Agreement
dated June 20, 2005 ("Agreement"), whereby Consultant agreed to provide professional City
Engineering Services for the Rosedale Project.
2.2 City and Consultant now desire to amend the Agreement to: (1) expand the
Scope of Services to include Building and Safety services; (2) include the rates of compensation
for Building Inspection and Permit Technician; (3) include additional compensation not to
exceed two hundred fifty thousand dollars ($250,000) for Building and Safety services; and
(4) include a provision for the Consultant to provide the City with at least thirty (30) days
advance notice prior to assigning building inspectors to the Project and to obtain City approval
prior to such assignment.
ARTICLE 3. TERMS
3.1 The specific amendments to the Agreement shall be as follows:
3.1.1 Section 2.1 is hereby deleted in its entirety and replaced with a new
Section 2.1 to read as follows:
"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 professional City
Engineering services and Building and Safety services to public clients, is licensed in the State of
California, and is familiar with the plans of the City."
3.1.2 Section 3.1.1 is hereby deleted in its entirety and replaced with a new
Section 3.1.1 to read as follows:
"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 City Engineering services and Building
and Safety 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."
3.1.3 Exhibit A. Exhibit "A" — Scope of Services — is hereby amended to
include the following information:
"Building and Safety Services
■ Building plan review including grading/drainage, electrical, plumbing and
mechanical plan review for compliance with the Azusa Municipal Code
and all City building regulations.
■ Combination building inspection.
d Permit technician support."
3.1.4 Exhibit B. Exhibit `B" — Schedule of Services — is hereby deleted in its
entirety and replaced with a new Exhibit `B" to read as follows:
"EXHIBIT `B' - WILLDAN - SCHEDULE OF SERVICES
It is not practical to develop a time schedule for the scope of work to be
performed, due 'to the nature of the City Engineering services and Building and Safety services.
Consultant will perform the duties and responsibilities described herein in a professional manner
and on a schedule that meets the needs of the City."
2
3.1.5 Exhibit C. Exhibit "C" — Compensation — is hereby amended to include
the following information:
"Building and Safety services will be provided at Consultant's current schedule of
hourly rates except as follows:
Building Inspection: $80.00 per hour*
Permit Technician: $70.00 per hour*
*These rates will be adjusted one (1) year from the approval date of the
First Amendment to the Agreement based on any changes in the Consumer Price Index and will
be adjusted annually thereafter.
Combination building inspection services provided after regular City business
hours will be provided at Consultant's overtime rate. A minimum of two (2) hours will be
charged for inspections provided on Monday through Friday. A minimum of four (4) hours will
be charged for inspections provided on Saturday."
3.1.6 Section 3.3.1 of the Agreement is hereby deleted in its entirety and
replaced with a new Section 3.3.1 to read as follows:
"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 for
City Engineering services provided by Consultant shall not exceed seventy-five thousand
dollars ($75,000) without written approval of the City Manager. The total compensation for
Building and Safety services provided by Consultant shall not exceed two hundred fifty
thousand dollars ($250,000) without written approval of the 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."
3.1.7 New Section 3.2.4.1 is hereby added to the Agreement:
"3.2.4.1 City Approval of Building Inspectors. Consultant shall provide the
City with advance notice at least thirty (30) days prior to assigning building inspectors to
perform any of the Services for the Project under this Agreement. Consultant shall provide the
City with information identifying the building inspectors proposed to be assigned to the Project
and shall obtain City approval before making such assignments."
Q
3.2 Continuing Effect of Agreement. Except as amended by this Amendment, all
provisions of the Agreement shall remain unchanged and in full force and effect. From and after
the date of this Amendment, whenever the term "Agreement" appears in the Agreement, it shall
mean the Agreement as amended by this Amendment.
3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment.
3.4 Counterparts. This Amendment may be executed in duplicate originals, each of
which is deemed to be an original, but when taken together shall constitute but one and the same
instrument.
[SIGNATURES ON FOLLOWING PAGE]
2
CITY OF AZUSA
rancis M. Delach
City Manager
Date: -3-16-66
ATTEST:
Vera Mendoza
City Clerk
APPROVED AS TO FORM:
- 40. A
Bestest & Krieg r LL
City A torney
WILLDAN
c
William C. Pagett
Senior Vice President
Date: O