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3.2.10.6 Other Provisions; Endorsements Preferred. Consultant shall endeavor to provide endorsements regarding the following provisions, but nonetheless understands, acknowledges and agrees that the following provisions shall apply and that failure to comply shall be considered to be a breach of this Agreement by Consultant:
(A) Waiver of Subrogation – All Other Policies. Consultant hereby waives all rights of subrogation any insurer of Consultant’s may acquire against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of any insurance policy which arise from work or Services performed by the Consultant.
Consultant understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer. (B) Notice. Consultant shall either: (1) require its insurer to provide thirty (30) days prior written notice to the City before coverage is suspended, voided, or canceled; or (2) notify City in writing that such notice is not available and forward any notice of such actions to the City within two (2) business days from date of receipt by Consultant. Consultant understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer.
3.2.10.7 Claims Made Policies. The following provisions shall apply to all policies that provide coverage on a claims-made basis: (A) the retroactive date must be shown and must be before the date on which any Services under this Agreement commence; (B) the insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Project; and (C) if coverage is canceled or not renewed and is not replaced with another claims-made policy with a retroactive date prior to the date on which any Services under this Agreement commence, Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Project.
3.2.10.8 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the Consultant to provide proof of ability to pay losses and related investigation, claims administration and defense expenses within the deductible or self-insured retention. The deductible or self-insured retention may be satisfied by either the named insured or the City.
3.2.10.9 Acceptability of Insurers. Unless under the circumstances a different rating is otherwise acceptable to the City in its sole and absolute discretion, insurance is to be placed with insurers which are satisfactory to the City and which meet either of the following criteria : (1) an insurer with a current A.M. Best’s rating no less than A-:VII and licensed as an admitted insurance carrier in California; or (2) an insurer with a current A.M. Best’s rating no less than A-:X and authorized to issue the required policies in California.
3.2.10.10 Verification of Coverage. Consultant shall furnish City with original certificates of insurance, as well as amendatory endorsements or copies of the applicable policy language effecting coverage required by this Agreement. All documents must be received and approved by the City before any Services commence; provided, however, that failure to obtain the required documents prior to the commencement of Services shall not waive Consultant’s Docusign Envelope ID: 19D47086-5D70-44CD-B37A-814DB66FC925 Docusign Envelope ID: 65E6AF81-0BC0-46C0-86E0-4BF9E1B38229 Docusign Envelope ID: 9288CBC4-D7CA-4AE3-B952-080B52941695
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obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.
3.2.10.11 Reporting of Claims. Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.
3.2.10.12 Sub-Consultants. All sub-consultants shall comply with each and every insurance provision of this Section 3.2.10. Consultant shall therefore not allow any sub-consultant to commence work on any subcontract to perform any part of the Services until it has provided evidence satisfactory to the City that the sub-consultant has secured all insurance required under this Agreement.
3.2.10.13 Special Risk or Circumstances. The City reserves the right, in its sole and absolute discretion, to modify the requirements of this Section 3.2.10, including limits, based on any of the following: (A) the nature of the risk of the Services; (B) the prior experience of the insured; (C) the rating or other quality or characteristic of the insurer; (D) any special or unique coverage issues; and (E) any other special or unique circumstances.
3.2.11 Safety. Consultant shall execute and maintain its work and Services 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 Services and the conditions under which the Services are to be performed.
3.2.12 Payment Bond. The California Department of Industrial Relations (“DIR”) has communicated to the City that there is a possibility that a payment bond may be required for certain services provided in connection with a public works project. Since such a requirement is currently contrary to the industry standard for the services provided by Consultant under this Agreement and since there is no direct legal authority for this position, the City is not requiring Consultant to provide a payment bond at this time. However, the City hereby reserves the right to require the Consultant to obtain and provide a payment bond for some or all of the services provided by the Consultant under this Agreement.
If the City determines that a payment bond is required for the services pursuant to Civil Code Section 9550 or any other applicable law, rule or regulation, Consultant shall execute and provide to City a payment bond in an amount required by the City and in a form provided or approved by the City. In the event a payment bond is required, the City agrees to compensate Consultant for all documented direct costs incurred by Consultant for such payment bond. The Parties shall memorialize the terms of such additional compensation and any other terms and conditions associated with the payment bond in an amendment to this Agreement.
3.2.13 Accounting Records. 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, Docusign Envelope ID: 19D47086-5D70-44CD-B37A-814DB66FC925 Docusign Envelope ID: 65E6AF81-0BC0-46C0-86E0-4BF9E1B38229 Docusign Envelope ID: 9288CBC4-D7CA-4AE3-B952-080B52941695
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proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
3.3 Fees and Payments.
3.3.1 Rates & Total 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, including authorized reimbursements, shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) per fiscal year (“Total Compensation”), without written approval of City’s Representative. 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 30 days of receiving such statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City.
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.
3.3.5 Prevailing Wages. Consultant is aware of the requirements of Chapter 1 (beginning at Section 1720 et seq.) of Part 7 of Division 2 of the California Labor Code, as well as Title 8, Section 16000 et seq. of the California Code of Regulations (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the Total Compensation is $1,000 or more, Consultant and its subconsultants shall fully comply with the Prevailing Wage Laws for their employees and any others to whom such laws are applicable. Consultant and its subconsultants shall also be responsible for any and all violations and fines imposed on them pursuant to the Prevailing Wage Laws. Pursuant to SB 854, which amended the Prevailing Wage Laws, this Agreement would also be subject to compliance monitoring and enforcement by the California Department of Industrial Relations (“DIR”). Beginning April 1, 2015, no consultant or subconsultant may be awarded this Agreement unless registered with the DIR pursuant to Labor Code Section 1725.5. The City will report all necessary agreements to the DIR as required by the Prevailing Wage Laws. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies Docusign Envelope ID: 19D47086-5D70-44CD-B37A-814DB66FC925 Docusign Envelope ID: 65E6AF81-0BC0-46C0-86E0-4BF9E1B38229 Docusign Envelope ID: 9288CBC4-D7CA-4AE3-B952-080B52941695
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at the Consultant’s principal place of business and at the Project site. It is most efficient for the Consultant to obtain a copy of the prevailing wages in effect at the commencement of this Agreement from the website of the Division of Labor Statistics and Research of the DIR located at www.dir.ca.gov/dlsr/. In the alternative, Consultant may obtain a copy of the prevailing wages from the City’s Representative. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.3.6 Apprenticeable Crafts. If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Consultant shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works when Consultant employs workmen in an apprenticeable craft or trade. The primary responsibility for compliance with said section for all apprenticeable occupations shall be with Consultant.
3.4 Termination of Agreement.
3.4.1 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, as well as any authorized reimbursable expenses, and Consultant shall be entitled to no further compensation.
Consultant may not terminate this Agreement except for cause.
3.4.2 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.
3.4.3 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 Ownership of Materials and Confidentiality.
3.5.1 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, electronically or otherwise recorded or stored, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City's express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide Docusign Envelope ID: 19D47086-5D70-44CD-B37A-814DB66FC925 Docusign Envelope ID: 65E6AF81-0BC0-46C0-86E0-4BF9E1B38229 Docusign Envelope ID: 9288CBC4-D7CA-4AE3-B952-080B52941695
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to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of five (5) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. In addition, before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.
3.5.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant 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 its subconsultants, or those provided to Consultant by the City.
3.5.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or reuse of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.
3.5.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.
3.5.5 Confidentiality. All Documents & Data, either created by or provided to Consultant in connection with the performance of this Agreement, shall be held confidential by Consultant. All Documents & Data shall not, without the prior written consent of City, be used or reproduced by Consultant for any purposes other than the performance of the Services. Consultant shall not disclose, cause or facilitate the disclosure of the Documents & Data to any person or Docusign Envelope ID: 19D47086-5D70-44CD-B37A-814DB66FC925 Docusign Envelope ID: 65E6AF81-0BC0-46C0-86E0-4BF9E1B38229 Docusign Envelope ID: 9288CBC4-D7CA-4AE3-B952-080B52941695
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entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant that 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.
3.6 General Provisions.
3.6.1 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:
Terracon Consultants, Inc.
1355 E. Cooley Drive
Colton, CA 92324
Attn: Chris Blake
City:
City of Corona
400 South Vicentia Avenue
Corona, CA 92882
Attn: Savat Khamphou, Public Works Department
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.
3.6.2 Indemnification. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its directors, 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 of any kind, in law or equity, to property or persons, including wrongful death, to the extent arising out of, pertaining to, or incident to any alleged willful misconduct or negligent acts, errors or omissions of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all settlement amounts, expert witness fees and attorneys fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents, or volunteers.
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3.6.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code Sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.
3.6.4 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.6.5 City’s Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.
3.6.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties.
3.6.6.1 Subconsultants; Assignment or Transfer. Consultant shall not subcontract any portion of the Services required under this Agreement, except as expressly authorized herein, without the prior written approval of the City. Subcontracts, if any, shall include a provision making them subject to all provisions of this Agreement. Consultant shall also 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 subcontract or take any other action not authorized herein shall be null and void, and any subconsultants, assignees, hypothecates or transferees shall acquire no right or interest by reason of such action.
3.6.6.2 Corona Utility Authority. To the extent that this Agreement is deemed to be a "material contract" under either of the CUA Management Agreements, Consultant has no right to terminate this Agreement, either with or without cause, based upon the existence or non-existence of either or both of the CUA Management Agreements. Therefore, if an applicable CUA Management Agreement expires or terminates for any reason, Consultant shall remain fully obligated to perform under this Agreement with the CUA or another third party contracted by the CUA for the maintenance, management and operation of the applicable utility system.
3.6.7 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 subconsultants 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 Docusign Envelope ID: 19D47086-5D70-44CD-B37A-814DB66FC925 Docusign Envelope ID: 65E6AF81-0BC0-46C0-86E0-4BF9E1B38229 Docusign Envelope ID: 9288CBC4-D7CA-4AE3-B952-080B52941695
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reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement.
3.6.8 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.6.9 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.
3.6.10 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.6.6, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.6.11 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.
3.6.12 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. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. 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.
3.6.13 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.
3.6.14 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.
3.6.15 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
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3.6.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
3.6.17 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.
[SIGNATURES ON NEXT 2 PAGES]
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CITY’S SIGNATURE PAGE FOR
CITY OF CORONA
PROFESSIONAL SERVICES AGREEMENT
WITH TERRACON CONSULTANTS, INC.
(HAZARDOUS MATERIALS TESTING SERVICES - ON-CALL ENGINEERING AND PROFESSIONAL CONSULTING SERVICES, RFP 24-069AS)
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.
CITY OF CORONA
By: _________________________
Savat Khamphou
Public Works Director/City Engineer
Reviewed By: _________________________
Keegan Olds
Acting CIP Manager
Reviewed By: _________________________
Rachel McLure
CIP Supervisor
Reviewed By: _________________________
Tracy Martin
Senior Project Manager
Reviewed By: _________________________
Yasmin Lopez
Purchasing Manager
Attest: _________________________
Sylvia Edwards, City of Corona, CA
City Clerk
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CONSULTANT’S SIGNATURE PAGE FOR
CITY OF CORONA
PROFESSIONAL SERVICES AGREEMENT
WITH TERRACON CONSULTANTS, INC.
(HAZARDOUS MATERIALS TESTING SERVICES - ON-CALL ENGINEERING AND PROFESSIONAL CONSULTING SERVICES, RFP 24-069AS)
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.
TERRACON CONSULTANTS, INC.
a Delaware corporation
By: _________________________
Fred Buhamdan
Vice President
By: _________________________
Patrick Courtney
Secretary
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EXHIBIT “A”
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 On-Call Hazardous Materials Testing Services necessary for the Project. The Services are more particularly described herein.
The design-related services shall include preparation of project specific plans and specifications, including calculations signed and stamped by a professional engineer registered in the State of California with specific experience in the design and construction of subject facilities. Under the supervision of said engineer, the consultant shall perform or cause to be performed by others, all necessary services to prepare a complete set of biddable construction documents (following all applicable City of Corona standards, requirements and specifications). The consultant’s services shall include the following project management assistance in support of the categories listed below:
• Provide project management and coordination with City staff. Prepare and provide project status updates including updates to scope status, schedule and cost. • Perform Quality Assurance/Quality Control (QA/QC).
• Prepare and perform presentations to City staff, the public and other stakeholders. • Prepare and attend project coordination meetings with City staff and other permitting agencies.
• Prepare cost estimates and project schedules.
• Prepare meeting agenda and minutes.
Support services typically needed by the City for each design-related Category include, but are not limited to, the following list:
HAZARDOUS MATERIALS TESTING
(Pursuant to SB 854 Requirements and Form of Agreement, Section 3.3.5 “Prevailing Wages”) Consultant shall provide experienced and licensed personnel, equipment, and facilities to perform the following tasks.
1. Identify all potential materials such as paint, insulation, metals, wood, chimneys, pipe and other building materials potentially containing hazardous materials.
2. Take samples of each suspected source.
3. Perform laboratory testing to determine the existence and concentration of hazardous materials.
4. Prepare report with findings and recommendations for mitigation of hazardous materials.
5. Dispose of any sampled hazardous materials in a lawful manner.
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EXHIBIT “B”
SCHEDULE OF SERVICES
Consultant shall complete the Services within the Term of this Agreement, and shall meet any other reasonable schedules and deadlines established by City’s Representative.
The contract term shall be effective on or about _______________________ through June 30, 2027 with one (1) additional three-year option renewal period, on an as-needed basis, with no guaranteed usage for on-call professional engineering and/or on-call professional consulting services. Pricing shall remain effective and in force for the entire initial contract term. City reserves the right to exercise option year renewals in its sole discretion. Subsequent contract term extensions, if exercised by the City, are as follows:
• Option 1, if exercised, shall be effective July 1, 2027 through June 30, 2030.
Option year pricing shall be negotiated by the Parties prior to commencement of each additional three-year period. Negotiated price adjustments will be made in accordance with and shall not exceed the percentage of change in the United States Bureau of Labor Statistics Consumer Price Index “All Urban Consumers for Riverside, California, Area (CPI-U), not seasonally adjusted, for the most recent twelve (12) months for which statistics are available. This method of price adjustment shall apply to each extension period exercised. Option years shall become effective only upon issuance by the City of a duly authorized Purchase Order.
Increases in labor costs subject to mandated prevailing wage or minimum wage increases during any contract extension term must be supported, at time of contract negotiation, with documentation from the appropriate entity enforcing the increase in labor costs. Consultants must provide labor cost increases to the City a minimum of thirty (30) days in advance of contract or amendment term end date.
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EXHIBIT “C”
COMPENSATION
Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth herein.
CONSULTANT RATES
Hourly Rates
Title Hourly Rate
Senior Principal / Office Manager $310.00 /hour
Principal $290.00 /hour
Senior Engineer/Geologist/Scientist/Industrial Hygienist $215.00 /hour Project Engineer/Geologist/Scientist/Industrial Hygienist $180.00 /hour Project Manager $165.00 /hour
Senior Staff Engineer/Geologist/Scientist/Industrial Hygienist $155.00 /hour Staff Engineer/Geologist/Scientist/Industrial Hygienist $135.00 /hour Field Engineer/Geologist/Scientist/Industrial Hygienist $125.00 /hour Administration $100.00 /hour
Laboratory Samples
Title/Category Unit Price
Asbestos
Asbestos PLM $20.00 /test
Asbestos 1,000 Point Count (72hr) $80.00 /test
Asbestos PCM (24hr) $20.00 /test
Asbestos TEM bulk $35.00 /test
Lead
Lead Paint Chips $20.00 /test
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Lead Bulk $45.00 /test
Lead Bulk TCLP $120.00 /test
Mold
Mold Spore Trap (72hr) $60.00 /test
Mold Tape Lift/Swab (72hr) $40.00 /test
Industrial Hygiene
Silica + Dust $110.00 /test
VOCs (TO-15) $320.00 /test
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CITY OF CORONA
PROFESSIONAL SERVICES AGREEMENT
WITH THE CONVERSE PROFESSIONAL GROUP, INC, DBA CONVERSE
CONSULTANTS
(HAZARDOUS MATERIALS TESTING AND MATERIAL TESTING AND SPECIAL
INSPECTION SERVICES - ON-CALL ENGINEERING AND PROFESSIONAL CONSULTING SERVICES, RFP 24-069AS)
1. PARTIES AND DATE.
This Agreement is made and entered into this day of , 2024 (“Effective Date”) by and between the City of Corona, a municipal corporation organized under the laws of the State of California with its principal place of business at 400 South Vicentia Avenue, Corona, California 92882 (“City”) and The Converse Professional Group, Inc, dba Converse Consultants, a California corporation with its principal place of business at 2021 Rancho Drive, Ste. 1, Redlands, CA 92373 (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.
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 on-call hazardous materials testing and material testing and special inspection services to public clients, is licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the On-Call Engineering and Professional Consulting Services, RFP 24-069AS project (“Project”) as set forth in this Agreement.
2.3 Corona Utility Authority.
Consultant understands that the City has entered into a Water Enterprise Management Agreement and a Wastewater Enterprise Management Agreement, both dated as of February 6, 2002, with the Corona Utility Authority (“CUA”) for the maintenance, management and operation of those utility systems (collectively, the “CUA Management Agreements”). To the extent that this Agreement is deemed to be a "material contract" under either of the CUA Management Agreements, City enters into this Agreement on behalf of the CUA and subject to the terms of the applicable CUA Management Agreement(s).
3. TERMS.
3.1 Scope of Services and Term.
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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 on-call hazardous materials testing and material testing and special inspection 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 ___________________ to June 30, 2027 (“Term”), 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. The Parties may, by mutual, written consent, extend the Term of this Agreement one or more times by executing a written amendment pursuant to Section 3.6.8 below (each a “Renewal Term”). The terms “Term” and “Renewal Term” may sometimes be generally and collectively referred to as “Term” in this Agreement.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Consultant retains the right to perform similar or different services for others during the Term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services within the Term of this Agreement, in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference, and in accordance with any other completion schedule or milestones which may be separately agreed upon in writing by the Parties. 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 Services performed by Consultant shall be subject to the approval of City.
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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: For Hazardous Materials Testing: Norman Eke, Laura Tanaka, Michael Van Fleet, Dale Walsh, Tracy Johnson, Spencer Wagner, Kaspar Wittlinger, Rodney Stansfield, Laura Cattaneo, Andrew Romero, and Scott Morgan and for Material Testing and Special Inspection Services: Hashmi Quazi, Antonio Maciel, Diego Garcia, Bill Kowalski, Frankli Tsai, and Craig Hainsworth.
3.2.5 City’s Representative. The City hereby designates Savat Khamphou, Public Works Director, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City’s Representative or his or her designee.
3.2.6 Consultant’s Representative. Consultant hereby designates Norman S. Eke, 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 agrees that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants shall 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
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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; Employee/Labor Certifications. 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 or Services knowing them to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
3.2.9.1 Employment Eligibility; Consultant. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Consultant.
Consultant also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the Term of the Agreement. Consultant shall avoid any violation of any such law during the Term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Consultant shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Consultant’s compliance with the requirements provided for in Section 3.2.9 or any of its subsections.
3.2.9.2 Employment Eligibility; Subcontractors, Consultants, Subsubcontractors and Subconsultants. To the same extent and under the same conditions as Consultant, Consultant shall require all of its subcontractors, consultants, sub-subcontractors and subconsultants performing any work or Services relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section
3.2.9.1. 3.2.9.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Consultant verifies that they are a duly authorized officer of Consultant, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Consultant or its subcontractors, consultants, sub-
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subcontractors or subconsultants to meet any of the requirements provided for in Sections 3.2.9.1 or 3.2.9.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Consultant under Section 3.2.9.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.
3.2.9.4 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 Workers’ 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.
3.2.9.5 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, 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.
3.2.9.6 Air Quality. To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Although the SCAQMD and CARB limits and requirements are more broad, Consultant shall specifically be aware of their application to "portable equipment", which definition is considered by SCAQMD and CARB to include any item of equipment with a fuelpowered engine. Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.
To the extent applicable, Consultant shall comply, and shall ensure all subcontractors comply, with all applicable requirements of the most current version of the regulations imposed by CARB including, without limitation, all applicable terms of Title 13, California Code of Regulations Division 3, Chapter 9 and all pending amendments (“Regulation”).
Throughout the Project, and for three (3) years thereafter, Consultant shall make available for inspection and copying any and all documents or information associated with Consultant’s and its subconsultants’ and subcontractors’ fleets including, without limitation, the Certificates of Reported Compliance (“CRCs”), fuel/refueling records, maintenance records, emissions records, and any other information the Consultant is required to produce, keep or maintain pursuant to the Regulation upon two (2) calendar days’ notice from the City.
Consultant shall be solely liable for any and all costs associated with compliance with the Regulation as well as for any and all penalties, fines, damages, or costs associated with any
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and all violations, or failures to comply with the Regulation. Consultant shall defend, indemnify and hold harmless the City, its officials, officers, employees and authorized volunteers free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Regulation.
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Promptly following the Effective Date of this Agreement, but in no event before Consultant commences any Services under this Agreement, Consultant shall provide evidence satisfactory to the City that it has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.
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 subconsultants.
Consultant shall also require all of its subconsultants 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), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned); (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance; and (4) Contractor’s Pollution Liability applicable to the work being performed.
(B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 minimum; per occurrence for bodily injury, personal injury, advertising injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, 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 minimum; per accident for bodily injury and property damage; (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 minimum; per accident for bodily injury or disease; and (4) Contractors Pollution Liability: $3,000,000 minimum per claim/$6,000.000 policy aggregate per policy period of one year.
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
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profession. Such insurance shall be in an amount not less than $1,000,000 per occurrence or claim, $2,000,000 aggregate.
3.2.10.4 Contractors Pollution Liability. Consultant shall procure and maintain, and require its subconsultants and subcontractors to procure and maintain, for a period of five (5) years following completion of the contract, contractors pollution liability insurance with limits no less than $3,000,000 per claim and $6,000,000 policy aggregate per policy period of one year. The policies shall not contain exclusions for lead based paint, asbestos or mold.
If any coverage is written on a claims-made form, the retroactive date must be shown, and this date must be before the execution of the date of the agreement or the beginning of the contract work. If coverage is cancelled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, or start of work date, consultant must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work. A copy of the claims reporting requirements must be submitted to the City for review.
3.2.10.5 Insurance Endorsements. The insurance policies shall contain or be endorsed (amended) to include the following provisions:
(A) General Liability. The general liability policy shall state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to liability arising out of work or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection therewith (the endorsement form shall be at least as broad as ISO Form CG 20 10 11 85 or both CG 20 37 and one of the following: CG 20 10, CG 20 26, CG 20 33 or CG 20 38); and (2) the insurance coverage shall be primary insurance coverage as respects the City, its directors, officials, officers, employees, agents, and volunteers (the endorsement form shall be at least as broad as ISO CG 20 01 04 13). 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) Waiver of Subrogation – Workers’ Compensation and
Employer’s 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 or Services performed by the Consultant. (C) Contractors Pollution Liability – The policy shall state that:
the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the liability arising out of work or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection therewith and including any and all remediation costs, including, but not limited to, restoration costs and coverage for the removal, repair, handling, and disposal of asbestos and/or lead containing materials, if applicable. Any insurance or self-insurance maintained by the City shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way.
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(D) All Coverages. If Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City is entitled to the broader coverage and/or higher limits maintained by Consultant. Thus, any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
3.2.10.6 Other Provisions; Endorsements Preferred. Consultant shall endeavor to provide endorsements regarding the following provisions, but nonetheless understands, acknowledges and agrees that the following provisions shall apply and that failure to comply shall be considered to be a breach of this Agreement by Consultant:
(A) Waiver of Subrogation – All Other Policies. Consultant hereby waives all rights of subrogation any insurer of Consultant’s may acquire against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of any insurance policy which arise from work or Services performed by the Consultant.
Consultant understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer. (B) Notice. Consultant shall either: (1) require its insurer to provide thirty (30) days prior written notice to the City before coverage is suspended, voided, or canceled; or (2) notify City in writing that such notice is not available and forward any notice of such actions to the City within two (2) business days from date of receipt by Consultant. Consultant understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer.
3.2.10.7 Claims Made Policies. The following provisions shall apply to all policies that provide coverage on a claims-made basis: (A) the retroactive date must be shown and must be before the date on which any Services under this Agreement commence; (B) the insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Project; and (C) if coverage is canceled or not renewed and is not replaced with another claims-made policy with a retroactive date prior to the date on which any Services under this Agreement commence, Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Project.
3.2.10.8 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the Consultant to provide proof of ability to pay losses and related investigation, claims administration and defense expenses within the deductible or self-insured retention. The deductible or self-insured retention may be satisfied by either the named insured or the City.
3.2.10.9 Acceptability of Insurers. Unless under the circumstances a different rating is otherwise acceptable to the City in its sole and absolute discretion, insurance is to be placed with insurers which are satisfactory to the City and which meet either of the following criteria : (1) an insurer with a current A.M. Best’s rating no less than A-:VII and licensed as an admitted insurance carrier in California; or (2) an insurer with a current A.M. Best’s rating no less than A-:X and authorized to issue the required policies in California.
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3.2.10.10 Verification of Coverage. Consultant shall furnish City with original certificates of insurance, as well as amendatory endorsements or copies of the applicable policy language effecting coverage required by this Agreement. All documents must be received and approved by the City before any Services commence; provided, however, that failure to obtain the required documents prior to the commencement of Services shall not waive Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.
3.2.10.11 Reporting of Claims. Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.
3.2.10.12 Sub-Consultants. All sub-consultants shall comply with each and every insurance provision of this Section 3.2.10. Consultant shall therefore not allow any sub-consultant to commence work on any subcontract to perform any part of the Services until it has provided evidence satisfactory to the City that the sub-consultant has secured all insurance required under this Agreement.
3.2.10.13 Special Risk or Circumstances. The City reserves the right, in its sole and absolute discretion, to modify the requirements of this Section 3.2.10, including limits, based on any of the following: (A) the nature of the risk of the Services; (B) the prior experience of the insured; (C) the rating or other quality or characteristic of the insurer; (D) any special or unique coverage issues; and (E) any other special or unique circumstances.
3.2.11 Safety. Consultant shall execute and maintain its work and Services 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 Services and the conditions under which the Services are to be performed.
3.2.12 Payment Bond. The California Department of Industrial Relations (“DIR”) has communicated to the City that there is a possibility that a payment bond may be required for certain services provided in connection with a public works project. Since such a requirement is currently contrary to the industry standard for the services provided by Consultant under this Agreement and since there is no direct legal authority for this position, the City is not requiring Consultant to provide a payment bond at this time. However, the City hereby reserves the right to require the Consultant to obtain and provide a payment bond for some or all of the services provided by the Consultant under this Agreement.
If the City determines that a payment bond is required for the services pursuant to Civil Code Section 9550 or any other applicable law, rule or regulation, Consultant shall execute and provide to City a payment bond in an amount required by the City and in a form provided or approved by the City. In the event a payment bond is required, the City agrees to compensate Consultant for all documented direct costs incurred by Consultant for such payment bond. The Parties shall memorialize the terms of such additional compensation and any other terms and conditions associated with the payment bond in an amendment to this Agreement.
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3.2.13 Accounting Records. 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.
3.3 Fees and Payments.
3.3.1 Rates & Total 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, including authorized reimbursements, shall not exceed Five Hundred Thousand Dollars ($500,000) per fiscal year (“Total Compensation”), without written approval of City’s Representative. 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 30 days of receiving such statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City.
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.
3.3.5 Prevailing Wages. Consultant is aware of the requirements of Chapter 1 (beginning at Section 1720 et seq.) of Part 7 of Division 2 of the California Labor Code, as well as Title 8, Section 16000 et seq. of the California Code of Regulations (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the Total Compensation is $1,000 or more, Consultant and its subconsultants shall fully comply with the Prevailing Wage Laws for their employees and any others to whom such laws are applicable. Consultant and its subconsultants shall also be responsible for any and all violations and fines imposed on them pursuant to the Prevailing Wage Laws. Pursuant to SB 854, which amended the Prevailing Wage Laws, this Agreement would also be subject to compliance monitoring and enforcement by the California Department of Industrial Relations
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(“DIR”). Beginning April 1, 2015, no consultant or subconsultant may be awarded this Agreement unless registered with the DIR pursuant to Labor Code Section 1725.5. The City will report all necessary agreements to the DIR as required by the Prevailing Wage Laws. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant’s principal place of business and at the Project site. It is most efficient for the Consultant to obtain a copy of the prevailing wages in effect at the commencement of this Agreement from the website of the Division of Labor Statistics and Research of the DIR located at www.dir.ca.gov/dlsr/. In the alternative, Consultant may obtain a copy of the prevailing wages from the City’s Representative. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.3.6 Apprenticeable Crafts. If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Consultant shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works when Consultant employs workmen in an apprenticeable craft or trade. The primary responsibility for compliance with said section for all apprenticeable occupations shall be with Consultant.
3.4 Termination of Agreement.
3.4.1 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, as well as any authorized reimbursable expenses, and Consultant shall be entitled to no further compensation.
Consultant may not terminate this Agreement except for cause.
3.4.2 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.
3.4.3 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 Ownership of Materials and Confidentiality.
3.5.1 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
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medium of expression, including but not limited to, physical drawings or data magnetically, electronically or otherwise recorded or stored, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City's express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of five (5) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. In addition, before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.
3.5.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant 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 its subconsultants, or those provided to Consultant by the City.
3.5.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or reuse of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.
3.5.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.
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3.5.5 Confidentiality. All Documents & Data, either created by or provided to Consultant in connection with the performance of this Agreement, shall be held confidential by Consultant. All Documents & Data shall not, without the prior written consent of City, be used or reproduced by Consultant for any purposes other than the performance of the Services. Consultant shall not disclose, cause or facilitate the disclosure of the Documents & Data to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant that 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.
3.6 General Provisions.
3.6.1 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:
Converse Consultants
2021 Rancho Drive, Ste. 1
Redlands, CA 92373
Attn: Hashmi S. Quazi
City:
City of Corona
400 South Vicentia Avenue
Corona, CA 92882
Attn: Savat Khamphou, Public Works Department
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.
3.6.2 Indemnification. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its directors, 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 of any kind, in law or equity, to property or persons, including wrongful death, to the extent arising out of, pertaining to, or incident to any alleged willful misconduct or negligent acts, errors or omissions of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all settlement amounts, expert witness fees and attorneys fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code
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Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents, or volunteers.
3.6.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code Sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.
3.6.4 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.6.5 City’s Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.
3.6.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties.
3.6.6.1 Subconsultants; Assignment or Transfer. Consultant shall not subcontract any portion of the Services required under this Agreement, except as expressly authorized herein, without the prior written approval of the City. Subcontracts, if any, shall include a provision making them subject to all provisions of this Agreement. Consultant shall also 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 subcontract or take any other action not authorized herein shall be null and void, and any subconsultants, assignees, hypothecates or transferees shall acquire no right or interest by reason of such action.
3.6.6.2 Corona Utility Authority. To the extent that this Agreement is deemed to be a "material contract" under either of the CUA Management Agreements, Consultant has no right to terminate this Agreement, either with or without cause, based upon the existence or non-existence of either or both of the CUA Management Agreements. Therefore, if an applicable CUA Management Agreement expires or terminates for any reason, Consultant shall remain fully obligated to perform under this Agreement with the CUA or another third party contracted by the CUA for the maintenance, management and operation of the applicable utility system.
3.6.7 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
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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 subconsultants 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.
3.6.8 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.6.9 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.
3.6.10 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.6.6, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.6.11 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.
3.6.12 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. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. 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.
3.6.13 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.
3.6.14 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.
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3.6.15 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.6.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
3.6.17 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.
[SIGNATURES ON NEXT 2 PAGES]
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CITY’S SIGNATURE PAGE FOR
CITY OF CORONA
PROFESSIONAL SERVICES AGREEMENT
WITH THE CONVERSE PROFESSIONAL GROUP, INC, DBA CONVERSE
CONSULTANTS
(HAZARDOUS MATERIALS TESTING AND MATERIAL TESTING AND SPECIAL
INSPECTION SERVICES - ON-CALL ENGINEERING AND PROFESSIONAL CONSULTING SERVICES, RFP 24-069AS)
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.
CITY OF CORONA
By: _________________________
Savat Khamphou
Public Works Director/City Engineer
Reviewed By: _________________________
Keegan Olds
Acting CIP Manager
Reviewed By: _________________________
Rachel McLure
CIP Supervisor
Reviewed By: _________________________
Tracy Martin
Senior Project Manager
Reviewed By: _________________________
Yasmin Lopez
Purchasing Manager
Attest: _________________________
Sylvia Edwards, City of Corona, CA
City Clerk
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CONSULTANT’S SIGNATURE PAGE FOR
CITY OF CORONA
PROFESSIONAL SERVICES AGREEMENT
WITH THE CONVERSE PROFESSIONAL GROUP, INC, DBA CONVERSE
CONSULTANTS
(HAZARDOUS MATERIALS TESTING AND MATERIAL TESTING AND SPECIAL
INSPECTION SERVICES - ON-CALL ENGINEERING AND PROFESSIONAL CONSULTING SERVICES, RFP 24-069AS)
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.
THE CONVERSE PROFESSIONAL GROUP, INC.,
DBA CONVERSE CONSULTANTS
a California corporation
By: _________________________
Hashmi S. Quazi
Chairman Emeritus/Principal Engineer
By: _________________________
Ruben L. Romero
Chief Financial Officer/Treasurer
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EXHIBIT “A”
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 on-call hazardous materials testing and material testing and special inspection services necessary for the Project. The Services are more particularly described herein.
The design-related services shall include preparation of project specific plans and specifications, including calculations signed and stamped by a professional engineer registered in the State of California with specific experience in the design and construction of subject facilities. Under the supervision of said engineer, the consultant shall perform or cause to be performed by others, all necessary services to prepare a complete set of biddable construction documents (following all applicable City of Corona standards, requirements and specifications). The consultant’s services shall include the following project management assistance in support of the categories listed below:
x Provide project management and coordination with City staff. Prepare and provide project status updates including updates to scope status, schedule and cost. x Perform Quality Assurance/Quality Control (QA/QC).
x Prepare and perform presentations to City staff, the public and other stakeholders. x Prepare and attend project coordination meetings with City staff and other permitting agencies.
x Prepare cost estimates and project schedules.
x Prepare meeting agenda and minutes.
Support services typically needed by the City for each design-related Category include, but are not limited to, the following list:
HAZARDOUS MATERIALS TESTING
(Pursuant to SB 854 Requirements and Form of Agreement, Section 3.3.5 “Prevailing Wages”) Consultant shall provide experienced and licensed personnel, equipment, and facilities to perform the following tasks.
1. Identify all potential materials such as paint, insulation, metals, wood, chimneys, pipe and other building materials potentially containing hazardous materials.
2. Take samples of each suspected source.
3. Perform laboratory testing to determine the existence and concentration of hazardous materials.
4. Prepare report with findings and recommendations for mitigation of hazardous materials.
5. Dispose of any sampled hazardous materials in a lawful manner.
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MATERIAL TESTING AND SPECIAL INSPECTION SERVICES
(Pursuant to SB 854 Requirements and Form of Agreement, Section 3.3.5 “Prevailing Wages”) The City desires to retain testing and inspection consultants to provide quality assurance services for upcoming construction projects. These projects include street pavement, traffic signals, underground utilities, buildings, bridges, parks, and facilities improvements. The required services shall include, but are not limited to, the following:
1. Provide field inspections and compaction tests for trench backfill, grading, and asphalt concrete pavement construction. Submit daily field reports to the City and final report at the completion of work.
2. Provide inspections for installation of precast and cast in-place concrete, welding, high strength bolts, structural steel, masonry, painting and other types of work in accordance with the project specifications, Standard Specifications for Public Works Construction, and Caltrans Standard Specifications.
3. Perform the following tests on various construction materials:
a. Mix Designs
b. Portland Cement Concrete
c. Concrete Masonry
d. Brick Masonry
e. Masonry Prisms
f. Mortar and Grout
g. Fireproofing
h. Soils and Aggregates
i. Asphalt Concrete
j. Reinforcing Steel
4. Recommend testing method on defective work and advise the City of acceptance standards.
5. Provide source inspections for concrete and asphalt concrete at mixing plants, and in advance for the required inspections and tests.
6. The testing laboratory shall be under the supervision of a registered engineer with experience in inspection and testing of construction materials. This engineer shall certify the results of all tests performed by the lab personnel under his/her supervision.
7. The selected firm(s) shall maintain laboratory testing equipment in accordance with recognized national standards.
8. Correlation Testing Program: The Materials Laboratory shall be a participant in one of more of the following testing programs:
a. AASHGO Materials Reference Laboratory (ARML)
b. Cement and Concrete Reference Laboratory (CCRL)
c. Caltrans’ Reference Samples Program (RSP)
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EXHIBIT “B”
SCHEDULE OF SERVICES
Consultant shall complete the Services within the Term of this Agreement, and shall meet any other reasonable schedules and deadlines established by City’s Representative.
The contract term shall be effective on or about _______________________ through June 30, 2027 with one (1) additional three-year option renewal period, on an as-needed basis, with no guaranteed usage for on-call professional engineering and/or on-call professional consulting services. Pricing shall remain effective and in force for the entire initial contract term. City reserves the right to exercise option year renewals in its sole discretion. Subsequent contract term extensions, if exercised by the City, are as follows:
x Option 1, if exercised, shall be effective July 1, 2027 through June 30, 2030.
Option year pricing shall be negotiated by the Parties prior to commencement of each additional three-year period. Negotiated price adjustments will be made in accordance with and shall not exceed the percentage of change in the United States Bureau of Labor Statistics Consumer Price Index “All Urban Consumers for Riverside, California, Area (CPI-U), not seasonally adjusted, for the most recent twelve (12) months for which statistics are available. This method of price adjustment shall apply to each extension period exercised. Option years shall become effective only upon issuance by the City of a duly authorized Purchase Order.
Increases in labor costs subject to mandated prevailing wage or minimum wage increases during any contract extension term must be supported, at time of contract negotiation, with documentation from the appropriate entity enforcing the increase in labor costs. Consultants must provide labor cost increases to the City a minimum of thirty (30) days in advance of contract or amendment term end date.
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EXHIBIT “C”
COMPENSATION
Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth herein.
The total compensation of $500,000 per fiscal year breakdown is as follows:
Discipline Total Amount Per Fiscal Year
1. Hazardous Materials Testing $250,000
2. Material Testing and Special Inspection
Services
$250,000
CONSULTANT RATES
Prevailing Wage Schedule of Fees Geotechnical Personnel:
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Schedule of Fees – Geotechnical Laboratory Testing:
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CITY OF CORONA
PROFESSIONAL SERVICES AGREEMENT
WITH TR DESIGN GROUP, INC.
(ARCHITECTURAL SERVICES - ON-CALL ENGINEERING AND PROFESSIONAL CONSULTING SERVICES, RFP 24-069AS)
1. PARTIES AND DATE.
This Agreement is made and entered into this day of , 2024 (“Effective Date”) by and between the City of Corona, a municipal corporation organized under the laws of the State of California with its principal place of business at 400 South Vicentia Avenue, Corona, California 92882 (“City”) and TR Design Group, Inc., a California corporation with its principal place of business at 2900 Adams Street, Studio A-400, Riverside, CA 92504 (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.
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 on-call engineering and professional consulting 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 On-Call Engineering and Professional Consulting Services, RFP 24-069AS project (“Project”) as set forth in this Agreement.
2.3 Corona Utility Authority.
Consultant understands that the City has entered into a Water Enterprise Management Agreement and a Wastewater Enterprise Management Agreement, both dated as of February 6, 2002, with the Corona Utility Authority (“CUA”) for the maintenance, management and operation of those utility systems (collectively, the “CUA Management Agreements”). To the extent that this Agreement is deemed to be a "material contract" under either of the CUA Management Agreements, City enters into this Agreement on behalf of the CUA and subject to the terms of the applicable CUA Management Agreement(s).
3. TERMS.
3.1 Scope of Services and Term.
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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 on-call professional architectural 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 ___________________ to June 30, 2027 (“Term”), 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. The Parties may, by mutual, written consent, extend the Term of this Agreement one or more times by executing a written amendment pursuant to Section 3.6.8 below (each a “Renewal Term”). The terms “Term” and “Renewal Term” may sometimes be generally and collectively referred to as “Term” in this Agreement.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Consultant retains the right to perform similar or different services for others during the Term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services within the Term of this Agreement, in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference, and in accordance with any other completion schedule or milestones which may be separately agreed upon in writing by the Parties. 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 Services performed 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
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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: Thomas Riggle, Richard Jaeger, James Horecka, Xavier Adrian, and Leo Romero.
3.2.5 City’s Representative. The City hereby designates Savat Khamphou, Public Works Director, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City’s Representative or his or her designee.
3.2.6 Consultant’s Representative. Consultant hereby designates Thomas Riggle 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 agrees that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants shall 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.
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3.2.9 Laws and Regulations; Employee/Labor Certifications. 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 or Services knowing them to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
3.2.9.1 Employment Eligibility; Consultant. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Consultant.
Consultant also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the Term of the Agreement. Consultant shall avoid any violation of any such law during the Term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Consultant shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Consultant’s compliance with the requirements provided for in Section 3.2.9 or any of its subsections.
3.2.9.2 Employment Eligibility; Subcontractors, Consultants, Subsubcontractors and Subconsultants. To the same extent and under the same conditions as Consultant, Consultant shall require all of its subcontractors, consultants, sub-subcontractors and subconsultants performing any work or Services relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section
3.2.9.1. 3.2.9.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Consultant verifies that they are a duly authorized officer of Consultant, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Consultant or its subcontractors, consultants, subsubcontractors or subconsultants to meet any of the requirements provided for in Sections 3.2.9.1 or 3.2.9.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Consultant under Section 3.2.9.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.
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3.2.9.4 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 Workers’ 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.
3.2.9.5 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, 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.
3.2.9.6 Air Quality. To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Although the SCAQMD and CARB limits and requirements are more broad, Consultant shall specifically be aware of their application to "portable equipment", which definition is considered by SCAQMD and CARB to include any item of equipment with a fuelpowered engine. Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.
To the extent applicable, Consultant shall comply, and shall ensure all subcontractors comply, with all applicable requirements of the most current version of the regulations imposed by CARB including, without limitation, all applicable terms of Title 13, California Code of Regulations Division 3, Chapter 9 and all pending amendments (“Regulation”).
Throughout the Project, and for three (3) years thereafter, Consultant shall make available for inspection and copying any and all documents or information associated with Consultant’s and its subconsultants’ and subcontractors’ fleets including, without limitation, the Certificates of Reported Compliance (“CRCs”), fuel/refueling records, maintenance records, emissions records, and any other information the Consultant is required to produce, keep or maintain pursuant to the Regulation upon two (2) calendar days’ notice from the City.
Consultant shall be solely liable for any and all costs associated with compliance with the Regulation as well as for any and all penalties, fines, damages, or costs associated with any and all violations, or failures to comply with the Regulation. Consultant shall defend, indemnify and hold harmless the City, its officials, officers, employees and authorized volunteers free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Regulation.
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3.2.10 Insurance.
3.2.10.1 Time for Compliance. Promptly following the Effective Date of this Agreement, but in no event before Consultant commences any Services under this Agreement, Consultant shall provide evidence satisfactory to the City that it has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.
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 subconsultants.
Consultant shall also require all of its subconsultants 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), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned); 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 minimum; per occurrence for bodily injury, personal injury, advertising injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, 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 minimum; 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 minimum; 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 occurrence or claim, $2,000,000 aggregate.
3.2.10.4 Insurance Endorsements. The insurance policies shall contain or be endorsed (amended) to include the following provisions:
(A) General Liability. The general liability policy shall state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to liability arising out of work or operations performed
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by or on behalf of the Consultant, including materials, parts or equipment furnished in connection therewith (the endorsement form shall be at least as broad as ISO Form CG 20 10 11 85 or both CG 20 37 and one of the following: CG 20 10, CG 20 26, CG 20 33 or CG 20 38); and (2) the insurance coverage shall be primary insurance coverage as respects the City, its directors, officials, officers, employees, agents, and volunteers (the endorsement form shall be at least as broad as ISO CG 20 01 04 13). 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) Waiver of Subrogation – Workers’ Compensation and
Employer’s 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 or Services performed by the Consultant. (C) All Coverages. If Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City is entitled to the broader coverage and/or higher limits maintained by Consultant. Thus, any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
3.2.10.5 Other Provisions; Endorsements Preferred. Consultant shall endeavor to provide endorsements regarding the following provisions, but nonetheless understands, acknowledges and agrees that the following provisions shall apply and that failure to comply shall be considered to be a breach of this Agreement by Consultant:
(A) Waiver of Subrogation – All Other Policies. Consultant hereby waives all rights of subrogation any insurer of Consultant’s may acquire against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of any insurance policy which arise from work or Services performed by the Consultant.
Consultant understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer. (B) Notice. Consultant shall either: (1) require its insurer to provide thirty (30) days prior written notice to the City before coverage is suspended, voided, or canceled; or (2) notify City in writing that such notice is not available and forward any notice of such actions to the City within two (2) business days from date of receipt by Consultant. Consultant understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer.
3.2.10.6 Claims Made Policies. The following provisions shall apply to all policies that provide coverage on a claims-made basis: (A) the retroactive date must be shown and must be before the date on which any Services under this Agreement commence; (B) the insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Project; and (C) if coverage is canceled or not renewed and is not replaced with another claims-made policy with a retroactive date prior to the date on which any Services under this Agreement commence, Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Project.
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3.2.10.7 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the Consultant to provide proof of ability to pay losses and related investigation, claims administration and defense expenses within the deductible or self-insured retention. The deductible or self-insured retention may be satisfied by either the named insured or the City.
3.2.10.8 Acceptability of Insurers. Unless under the circumstances a different rating is otherwise acceptable to the City in its sole and absolute discretion, insurance is to be placed with insurers which are satisfactory to the City and which meet either of the following criteria : (1) an insurer with a current A.M. Best’s rating no less than A-:VII and licensed as an admitted insurance carrier in California; or (2) an insurer with a current A.M. Best’s rating no less than A-:X and authorized to issue the required policies in California.
3.2.10.9 Verification of Coverage. Consultant shall furnish City with original certificates of insurance, as well as amendatory endorsements or copies of the applicable policy language effecting coverage required by this Agreement. All documents must be received and approved by the City before any Services commence; provided, however, that failure to obtain the required documents prior to the commencement of Services shall not waive Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.
3.2.10.10 Reporting of Claims. Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.
3.2.10.11 Sub-Consultants. All sub-consultants shall comply with each and every insurance provision of this Section 3.2.10. Consultant shall therefore not allow any sub-consultant to commence work on any subcontract to perform any part of the Services until it has provided evidence satisfactory to the City that the sub-consultant has secured all insurance required under this Agreement.
3.2.10.12 Special Risk or Circumstances. The City reserves the right, in its sole and absolute discretion, to modify the requirements of this Section 3.2.10, including limits, based on any of the following: (A) the nature of the risk of the Services; (B) the prior experience of the insured; (C) the rating or other quality or characteristic of the insurer; (D) any special or unique coverage issues; and (E) any other special or unique circumstances.
3.2.11 Safety. Consultant shall execute and maintain its work and Services 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 Services and the conditions under which the Services are to be performed.
3.2.12 Payment Bond. The California Department of Industrial Relations (“DIR”) has communicated to the City that there is a possibility that a payment bond may be required for certain services provided in connection with a public works project. Since such a requirement is currently contrary to the industry standard for the services provided by Consultant under this
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Agreement and since there is no direct legal authority for this position, the City is not requiring Consultant to provide a payment bond at this time. However, the City hereby reserves the right to require the Consultant to obtain and provide a payment bond for some or all of the services provided by the Consultant under this Agreement.
If the City determines that a payment bond is required for the services pursuant to Civil Code Section 9550 or any other applicable law, rule or regulation, Consultant shall execute and provide to City a payment bond in an amount required by the City and in a form provided or approved by the City. In the event a payment bond is required, the City agrees to compensate Consultant for all documented direct costs incurred by Consultant for such payment bond. The Parties shall memorialize the terms of such additional compensation and any other terms and conditions associated with the payment bond in an amendment to this Agreement.
3.2.13 Accounting Records. 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.
3.3 Fees and Payments.
3.3.1 Rates & Total 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, including authorized reimbursements, shall not exceed Five Hundred Thousand Dollars ($500,000) per fiscal year (“Total Compensation”), without written approval of City’s Representative. 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 30 days of receiving such statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City.
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.
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3.3.5 Prevailing Wages. Consultant is aware of the requirements of Chapter 1 (beginning at Section 1720 et seq.) of Part 7 of Division 2 of the California Labor Code, as well as Title 8, Section 16000 et seq. of the California Code of Regulations (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the Total Compensation is $1,000 or more, Consultant and its subconsultants shall fully comply with the Prevailing Wage Laws for their employees and any others to whom such laws are applicable. Consultant and its subconsultants shall also be responsible for any and all violations and fines imposed on them pursuant to the Prevailing Wage Laws. Pursuant to SB 854, which amended the Prevailing Wage Laws, this Agreement would also be subject to compliance monitoring and enforcement by the California Department of Industrial Relations (“DIR”). Beginning April 1, 2015, no consultant or subconsultant may be awarded this Agreement unless registered with the DIR pursuant to Labor Code Section 1725.5. The City will report all necessary agreements to the DIR as required by the Prevailing Wage Laws. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant’s principal place of business and at the Project site. It is most efficient for the Consultant to obtain a copy of the prevailing wages in effect at the commencement of this Agreement from the website of the Division of Labor Statistics and Research of the DIR located at www.dir.ca.gov/dlsr/. In the alternative, Consultant may obtain a copy of the prevailing wages from the City’s Representative. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.3.6 Apprenticeable Crafts. If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Consultant shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works when Consultant employs workmen in an apprenticeable craft or trade. The primary responsibility for compliance with said section for all apprenticeable occupations shall be with Consultant.
3.4 Termination of Agreement.
3.4.1 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, as well as any authorized reimbursable expenses, and Consultant shall be entitled to no further compensation.
Consultant may not terminate this Agreement except for cause.
3.4.2 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
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under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.
3.4.3 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 Ownership of Materials and Confidentiality.
3.5.1 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, electronically or otherwise recorded or stored, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City's express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of five (5) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. In addition, before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.
3.5.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant 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 its subconsultants, or those provided to Consultant by the City.
3.5.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-
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use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.
3.5.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.
3.5.5 Confidentiality. All Documents & Data, either created by or provided to Consultant in connection with the performance of this Agreement, shall be held confidential by Consultant. All Documents & Data shall not, without the prior written consent of City, be used or reproduced by Consultant for any purposes other than the performance of the Services. Consultant shall not disclose, cause or facilitate the disclosure of the Documents & Data to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant that 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.
3.6 General Provisions.
3.6.1 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:
TR Design Group, Inc.
2900 Adams Street, Studio A-400
Riverside. CA 92504
Attn: Thomas Riggle
City:
City of Corona
400 South Vicentia Avenue
Corona, CA 92882
Attn: Savat Khamphou, Public Works Department
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
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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.
3.6.2 Indemnification. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its directors, 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 of any kind, in law or equity, to property or persons, including wrongful death, to the extent arising out of, pertaining to, or incident to any alleged willful misconduct or negligent acts, errors or omissions of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all settlement amounts, expert witness fees and attorneys fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents, or volunteers.
3.6.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code Sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.
3.6.4 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.6.5 City’s Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.
3.6.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties.
3.6.6.1 Subconsultants; Assignment or Transfer. Consultant shall not subcontract any portion of the Services required under this Agreement, except as expressly authorized herein, without the prior written approval of the City. Subcontracts, if any, shall include a provision making them subject to all provisions of this Agreement. Consultant shall also 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 subcontract or take
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any other action not authorized herein shall be null and void, and any subconsultants, assignees, hypothecates or transferees shall acquire no right or interest by reason of such action.
3.6.6.2 Corona Utility Authority. To the extent that this Agreement is deemed to be a "material contract" under either of the CUA Management Agreements, Consultant has no right to terminate this Agreement, either with or without cause, based upon the existence or non-existence of either or both of the CUA Management Agreements. Therefore, if an applicable CUA Management Agreement expires or terminates for any reason, Consultant shall remain fully obligated to perform under this Agreement with the CUA or another third party contracted by the CUA for the maintenance, management and operation of the applicable utility system.
3.6.7 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 subconsultants 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.
3.6.8 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.6.9 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.
3.6.10 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.6.6, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.6.11 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.
3.6.12 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. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the
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Services. 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.
3.6.13 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.
3.6.14 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.
3.6.15 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.6.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
3.6.17 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.
[SIGNATURES ON NEXT 2 PAGES]
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CITY’S SIGNATURE PAGE FOR
CITY OF CORONA
PROFESSIONAL SERVICES AGREEMENT
WITH TR DESIGN GROUP, INC.
(ARCHITECTURAL SERVICES- ON-CALL ENGINEERING AND PROFESSIONAL CONSULTING SERVICES, RFP 24-069AS)
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.
CITY OF CORONA
By: _________________________
Savat Khamphou
Public Works Director/City Engineer
Reviewed By: _________________________
Keegan Olds
Acting CIP Manager
Reviewed By: _________________________
Rachel McLure
CIP Supervisor
Reviewed By: _________________________
Tracy Martin
Senior Project Manager
Reviewed By: _________________________
Yasmin Lopez
Purchasing Manager
Attest: _________________________
Sylvia Edwards, City of Corona, CA
City Clerk
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CONSULTANT’S SIGNATURE PAGE FOR
CITY OF CORONA
PROFESSIONAL SERVICES AGREEMENT
WITH TR DESIGN GROUP, INC.
(ARCHITECTURAL SERVICES- ON-CALL ENGINEERING AND PROFESSIONAL CONSULTING SERVICES, RFP 24-069AS)
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.
TR DESIGN GROUP, INC.
a California corporation
By: _________________________
Thomas Riggle
President/Secretary
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EXHIBIT “A”
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 On-Call Engineering and Professional Consulting Services necessary for the Project. The Services are more particularly described herein.
The design-related services shall include preparation of project specific plans and specifications, including calculations signed and stamped by a professional engineer registered in the State of California with specific experience in the design and construction of subject facilities. Under the supervision of said engineer, the consultant shall perform or cause to be performed by others, all necessary services to prepare a complete set of biddable construction documents (following all applicable City of Corona standards, requirements and specifications). The consultant’s services shall include the following project management assistance in support of the categories listed below:
x Provide project management and coordination with City staff. Prepare and provide project status updates including updates to scope status, schedule and cost. x Perform Quality Assurance/Quality Control (QA/QC).
x Prepare and perform presentations to City staff, the public and other stakeholders. x Prepare and attend project coordination meetings with City staff and other permitting agencies.
x Prepare cost estimates and project schedules.
x Prepare meeting agenda and minutes.
Support services typically needed by the City for each design-related Category include, but are not limited to, the following list:
Architectural
Consultant must be a registered architect in the State of California and shall provide experienced personnel, equipment and facilities to perform the following tasks.
1. Provide architectural planning and design services for new structures or modifications of existing structures.
2. Prepare sketches, renderings, and materials boards providing alternative architectural concepts, designs, and options that can be applied to project requirements.
3. Prepare 2-dimensional and 3-dimensional models, sketches, renderings, and elevation drawings of proposed architectural designs and treatments.
4. Prepare construction drawings providing code requirements, floor plans, ceiling plans, roof plans, elevations, walls, materials schedules, door and window schedules, and details.
5. Provide technical specifications for materials and methods.
6. Prepare construction cost estimates.
7. Provide architectural support during bidding and construction of projects.
8. Provide record drawings.
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EXHIBIT “B”
SCHEDULE OF SERVICES
Consultant shall complete the Services within the Term of this Agreement, and shall meet any other reasonable schedules and deadlines established by City’s Representative.
The contract term shall be effective on or about _______________________ through June 30, 2027 with one (1) additional three-year option renewal period, on an as-needed basis, with no guaranteed usage for on-call professional engineering and/or on-call professional consulting services. Pricing shall remain effective and in force for the entire initial contract term. City reserves the right to exercise option year renewals in its sole discretion. Subsequent contract term extensions, if exercised by the City, are as follows:
x Option 1, if exercised, shall be effective July 1, 2027 through June 30, 2030.
Option year pricing shall be negotiated by the Parties prior to commencement of each additional three-year period. Negotiated price adjustments will be made in accordance with and shall not exceed the percentage of change in the United States Bureau of Labor Statistics Consumer Price Index “All Urban Consumers for Riverside, California, Area (CPI-U), not seasonally adjusted, for the most recent twelve (12) months for which statistics are available. This method of price adjustment shall apply to each extension period exercised. Option years shall become effective only upon issuance by the City of a duly authorized Purchase Order.
Increases in labor costs subject to mandated prevailing wage or minimum wage increases during any contract extension term must be supported, at time of contract negotiation, with documentation from the appropriate entity enforcing the increase in labor costs. Consultants must provide labor cost increases to the City a minimum of thirty (30) days in advance of contract or amendment term end date.
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EXHIBIT “C”
COMPENSATION
Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth herein.
CONSULTANT RATES:
TITLE HOURLY RATE
Principal / Principal Designer $250
Project Architect / Senior Project Manager $225
Architect / Project Manager $195
Permit Specialist / Project Coordinator $180
Job Captain / Senior Draftsman $155
Draftsman $135
Clerical $75
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CITY OF CORONA
PROFESSIONAL SERVICES AGREEMENT
WITH TWINING, INC.
(MATERIAL TESTING AND SPECIAL INSPECTION SERVICES - ON-CALL ENGINEERING AND PROFESSIONAL CONSULTING SERVICES, RFP 24-069AS)
1. PARTIES AND DATE.
This Agreement is made and entered into this day of , 2024 (“Effective Date”) by and between the City of Corona, a municipal corporation organized under the laws of the State of California with its principal place of business at 400 South Vicentia Avenue, Corona, California 92882 (“City”) and Twining, Inc., a California corporation with its principal place of business at 111 Main Street, Unit A, Riverside, CA 92501 (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.
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 on-call material testing and special inspection services to public clients, is licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the On-Call Engineering and Professional Consulting Services, RFP 24-069AS project (“Project”) as set forth in this Agreement.
2.3 Corona Utility Authority.
Consultant understands that the City has entered into a Water Enterprise Management Agreement and a Wastewater Enterprise Management Agreement, both dated as of February 6, 2002, with the Corona Utility Authority (“CUA”) for the maintenance, management and operation of those utility systems (collectively, the “CUA Management Agreements”). To the extent that this Agreement is deemed to be a "material contract" under either of the CUA Management Agreements, City enters into this Agreement on behalf of the CUA and subject to the terms of the applicable CUA Management Agreement(s).
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 Docusign Envelope ID: F1FA59E1-BA29-4C5D-BB02-51DA23E6E11F Docusign Envelope ID: 2188CE8A-A63B-45AC-B62C-099E84211120 Docusign Envelope ID: 2FBAC3BC-EBCE-4620-97E7-B7F6251930E1
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necessary to fully and adequately supply the on-call material testing and special inspection 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 ___________________ to June 30, 2027 (“Term”), 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. The Parties may, by mutual, written consent, extend the Term of this Agreement one or more times by executing a written amendment pursuant to Section 3.6.8 below (each a “Renewal Term”). The terms “Term” and “Renewal Term” may sometimes be generally and collectively referred to as “Term” in this Agreement.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Consultant retains the right to perform similar or different services for others during the Term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services within the Term of this Agreement, in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference, and in accordance with any other completion schedule or milestones which may be separately agreed upon in writing by the Parties. 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 Services performed 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 Docusign Envelope ID: F1FA59E1-BA29-4C5D-BB02-51DA23E6E11F Docusign Envelope ID: 2188CE8A-A63B-45AC-B62C-099E84211120 Docusign Envelope ID: 2FBAC3BC-EBCE-4620-97E7-B7F6251930E1
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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: Paul Soltis, Sammy Daghighi, Shawn Snowdale , Brandon Schroeder , Bryan Dorsch, Trevor Roberts, David Scherer, Eddie Perez, and Lee Bainer.
3.2.5 City’s Representative. The City hereby designates Savat Khamphou, Public Works Director, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City’s Representative or his or her designee.
3.2.6 Consultant’s Representative. Consultant hereby designates Sammy Daghighi, 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 agrees that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants shall 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.
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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 or Services knowing them to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
3.2.9.1 Employment Eligibility; Consultant. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Consultant.
Consultant also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the Term of the Agreement. Consultant shall avoid any violation of any such law during the Term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Consultant shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Consultant’s compliance with the requirements provided for in Section 3.2.9 or any of its subsections.
3.2.9.2 Employment Eligibility; Subcontractors, Consultants, Subsubcontractors and Subconsultants. To the same extent and under the same conditions as Consultant, Consultant shall require all of its subcontractors, consultants, sub-subcontractors and subconsultants performing any work or Services relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section
3.2.9.1. 3.2.9.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Consultant verifies that they are a duly authorized officer of Consultant, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Consultant or its subcontractors, consultants, subsubcontractors or subconsultants to meet any of the requirements provided for in Sections 3.2.9.1 or 3.2.9.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Consultant under Section 3.2.9.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.
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3.2.9.4 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 Workers’ 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.
3.2.9.5 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, 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.
3.2.9.6 Air Quality. To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Although the SCAQMD and CARB limits and requirements are more broad, Consultant shall specifically be aware of their application to "portable equipment", which definition is considered by SCAQMD and CARB to include any item of equipment with a fuelpowered engine. Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.
To the extent applicable, Consultant shall comply, and shall ensure all subcontractors comply, with all applicable requirements of the most current version of the regulations imposed by CARB including, without limitation, all applicable terms of Title 13, California Code of Regulations Division 3, Chapter 9 and all pending amendments (“Regulation”).
Throughout the Project, and for three (3) years thereafter, Consultant shall make available for inspection and copying any and all documents or information associated with Consultant’s and its subconsultants’ and subcontractors’ fleets including, without limitation, the Certificates of Reported Compliance (“CRCs”), fuel/refueling records, maintenance records, emissions records, and any other information the Consultant is required to produce, keep or maintain pursuant to the Regulation upon two (2) calendar days’ notice from the City.
Consultant shall be solely liable for any and all costs associated with compliance with the Regulation as well asfor any and all penalties, fines, damages, or costs associated with any and all violations, or failures to comply with the Regulation. Consultant shall defend, indemnify and hold harmless the City, its officials, officers, employees and authorized volunteers free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Regulation.
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3.2.10 Insurance.
3.2.10.1 Time for Compliance. Promptly following the Effective Date of this Agreement, but in no event before Consultant commences any Services under this Agreement, Consultant shall provide evidence satisfactory to the City that it has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.
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 subconsultants.
Consultant shall also require all of its subconsultants 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), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned); 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 minimum; per occurrence for bodily injury, personal injury, advertising injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, 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 minimum; 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 minimum; 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 occurrence or claim, $2,000,000 aggregate.
3.2.10.4 Insurance Endorsements. The insurance policies shall contain or be endorsed (amended) to include the following provisions:
(A) General Liability. The general liability policy shall state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be Docusign Envelope ID: F1FA59E1-BA29-4C5D-BB02-51DA23E6E11F Docusign Envelope ID: 2188CE8A-A63B-45AC-B62C-099E84211120 Docusign Envelope ID: 2FBAC3BC-EBCE-4620-97E7-B7F6251930E1
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covered as additional insured with respect to liability arising out of work or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection therewith (the endorsement form shall be at least as broad as ISO Form CG 20 10 11 85 or both CG 20 37 and one of the following: CG 20 10, CG 20 26, CG 20 33 or CG 20 38); and (2) the insurance coverage shall be primary insurance coverage as respects the City, its directors, officials, officers, employees, agents, and volunteers (the endorsement form shall be at least as broad as ISO CG 20 01 04 13). 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) Waiver of Subrogation – Workers’ Compensation and
Employer’s 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 or Services performed by the Consultant. (C) All Coverages. If Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City is entitled to the broader coverage and/or higher limits maintained by Consultant. Thus, any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
3.2.10.5 Other Provisions; Endorsements Preferred. Consultant shall endeavor to provide endorsements regarding the following provisions, but nonetheless understands, acknowledges and agrees that the following provisions shall apply and that failure to comply shall be considered to be a breach of this Agreement by Consultant:
(A) Waiver of Subrogation – All Other Policies. Consultant hereby waives all rights of subrogation any insurer of Consultant’s may acquire against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of any insurance policy which arise from work or Services performed by the Consultant.
Consultant understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer. (B) Notice. Consultant shall either: (1) require its insurer to provide thirty (30) days prior written notice to the City before coverage is suspended, voided, or canceled; or (2) notify City in writing that such notice is not available and forward any notice of such actions to the City within two (2) business days from date of receipt by Consultant. Consultant understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer.
3.2.10.6 Claims Made Policies. The following provisions shall apply to all policies that provide coverage on a claims-made basis: (A) the retroactive date must be shown and must be before the date on which any Services under this Agreement commence; (B) the insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Project; and (C) if coverage is canceled or not renewed and is not replaced with another claims-made policy with a retroactive date prior to the date on which any Services under this Agreement commence, Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Project.
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3.2.10.7 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the Consultant to provide proof of ability to pay losses and related investigation, claims administration and defense expenses within the deductible or self-insured retention. The deductible or self-insured retention may be satisfied by either the named insured or the City.
3.2.10.8 Acceptability of Insurers. Unless under the circumstances a different rating is otherwise acceptable to the City in its sole and absolute discretion, insurance is to be placed with insurers which are satisfactory to the City and which meet either of the following criteria : (1) an insurer with a current A.M. Best’s rating no less than A-:VII and licensed as an admitted insurance carrier in California; or (2) an insurer with a current A.M. Best’s rating no less than A-:X and authorized to issue the required policies in California.
3.2.10.9 Verification of Coverage. Consultant shall furnish City with original certificates of insurance, as well as amendatory endorsements or copies of the applicable policy language effecting coverage required by this Agreement. All documents must be received and approved by the City before any Services commence; provided, however, that failure to obtain the required documents prior to the commencement of Services shall not waive Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.
3.2.10.10 Reporting of Claims. Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.
3.2.10.11 Sub-Consultants. All sub-consultants shall comply with each and every insurance provision of this Section 3.2.10. Consultant shall therefore not allow any sub-consultant to commence work on any subcontract to perform any part of the Services until it has provided evidence satisfactory to the City that the sub-consultant has secured all insurance required under this Agreement.
3.2.10.12 Special Risk or Circumstances. The City reserves the right, in its sole and absolute discretion, to modify the requirements of this Section 3.2.10, including limits, based on any of the following: (A) the nature of the risk of the Services; (B) the prior experience of the insured; (C) the rating or other quality or characteristic of the insurer; (D) any special or unique coverage issues; and (E) any other special or unique circumstances.
3.2.11 Safety. Consultant shall execute and maintain its work and Services 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 Services and the conditions under which the Services are to be performed.
3.2.12 Payment Bond. The California Department of Industrial Relations (“DIR”) has communicated to the City that there is a possibility that a payment bond may be required for certain services provided in connection with a public works project. Since such a requirement is Docusign Envelope ID: F1FA59E1-BA29-4C5D-BB02-51DA23E6E11F Docusign Envelope ID: 2188CE8A-A63B-45AC-B62C-099E84211120 Docusign Envelope ID: 2FBAC3BC-EBCE-4620-97E7-B7F6251930E1
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currently contrary to the industry standard for the services provided by Consultant under this Agreement and since there is no direct legal authority for this position, the City is not requiring Consultant to provide a payment bond at this time. However, the City hereby reserves the right to require the Consultant to obtain and provide a payment bond for some or all of the services provided by the Consultant under this Agreement.
If the City determines that a payment bond is required for the services pursuant to Civil Code Section 9550 or any other applicable law, rule or regulation, Consultant shall execute and provide to City a payment bond in an amount required by the City and in a form provided or approved by the City. In the event a payment bond is required, the City agrees to compensate Consultant for all documented direct costs incurred by Consultant for such payment bond. The Parties shall memorialize the terms of such additional compensation and any other terms and conditions associated with the payment bond in an amendment to this Agreement.
3.2.13 Accounting Records. 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.
3.3 Fees and Payments.
3.3.1 Rates & Total 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, including authorized reimbursements, shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) per fiscal year (“Total Compensation”), without written approval of City’s Representative. 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 30 days of receiving such statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City.
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.
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Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative.
3.3.5 Prevailing Wages. Consultant is aware of the requirements of Chapter 1 (beginning at Section 1720 et seq.) of Part 7 of Division 2 of the California Labor Code, as well as Title 8, Section 16000 et seq. of the California Code of Regulations (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the Total Compensation is $1,000 or more, Consultant and its subconsultants shall fully comply with the Prevailing Wage Laws for their employees and any others to whom such laws are applicable. Consultant and its subconsultants shall also be responsible for any and all violations and fines imposed on them pursuant to the Prevailing Wage Laws. Pursuant to SB 854, which amended the Prevailing Wage Laws, this Agreement would also be subject to compliance monitoring and enforcement by the California Department of Industrial Relations (“DIR”). Beginning April 1, 2015, no consultant or subconsultant may be awarded this Agreement unless registered with the DIR pursuant to Labor Code Section 1725.5. The City will report all necessary agreements to the DIR as required by the Prevailing Wage Laws. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant’s principal place of business and at the Project site. It is most efficient for the Consultant to obtain a copy of the prevailing wages in effect at the commencement of this Agreement from the website of the Division of Labor Statistics and Research of the DIR located at www.dir.ca.gov/dlsr/. In the alternative, Consultant may obtain a copy of the prevailing wages from the City’s Representative. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.3.6 Apprenticeable Crafts. If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Consultant shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works when Consultant employs workmen in an apprenticeable craft or trade. The primary responsibility for compliance with said section for all apprenticeable occupations shall be with Consultant.
3.4 Termination of Agreement.
3.4.1 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, as well as any authorized reimbursable expenses, and Consultant shall be entitled to no further compensation.
Consultant may not terminate this Agreement except for cause.
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3.4.2 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.
3.4.3 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 Ownership of Materials and Confidentiality.
3.5.1 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, electronically or otherwise recorded or stored, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City's express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of five (5) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. In addition, before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.
3.5.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant 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 its subconsultants, or those provided to Consultant by the City.
3.5.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If Docusign Envelope ID: F1FA59E1-BA29-4C5D-BB02-51DA23E6E11F Docusign Envelope ID: 2188CE8A-A63B-45AC-B62C-099E84211120 Docusign Envelope ID: 2FBAC3BC-EBCE-4620-97E7-B7F6251930E1
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City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or reuse of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.
3.5.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.
3.5.5 Confidentiality. All Documents & Data, either created by or provided to Consultant in connection with the performance of this Agreement, shall be held confidential by Consultant. All Documents & Data shall not, without the prior written consent of City, be used or reproduced by Consultant for any purposes other than the performance of the Services. Consultant shall not disclose, cause or facilitate the disclosure of the Documents & Data to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant that 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.
3.6 General Provisions.
3.6.1 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:
Twining, Inc.
111 Main Street
Unit A
Riverside, CA 92501
Attn: Sammy Daghighi
City:
City of Corona
400 South Vicentia Avenue
Corona, CA 92882
Attn: Savat Khamphou, Public Works Department
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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.
3.6.2 Indemnification. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its directors, 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 of any kind, in law or equity, to property or persons, including wrongful death, to the extent arising out of, pertaining to, or incident to any alleged willful misconduct or negligent acts, errors or omissions of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all settlement amounts, expert witness fees and attorneys fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents, or volunteers.
3.6.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code Sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.
3.6.4 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.6.5 City’s Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.
3.6.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties.
3.6.6.1 Subconsultants; Assignment or Transfer. Consultant shall not subcontract any portion of the Services required under this Agreement, except as expressly authorized herein, without the prior written approval of the City. Subcontracts, if any, shall include a provision making them subject to all provisions of this Agreement. Consultant shall also not Docusign Envelope ID: F1FA59E1-BA29-4C5D-BB02-51DA23E6E11F Docusign Envelope ID: 2188CE8A-A63B-45AC-B62C-099E84211120 Docusign Envelope ID: 2FBAC3BC-EBCE-4620-97E7-B7F6251930E1
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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 subcontract or take any other action not authorized herein shall be null and void, and any subconsultants, assignees, hypothecates or transferees shall acquire no right or interest by reason of such action.
3.6.6.2 Corona Utility Authority. To the extent that this Agreement is deemed to be a "material contract" under either of the CUA Management Agreements, Consultant has no right to terminate this Agreement, either with or without cause, based upon the existence or non-existence of either or both of the CUA Management Agreements. Therefore, if an applicable CUA Management Agreement expires or terminates for any reason, Consultant shall remain fully obligated to perform under this Agreement with the CUA or another third party contracted by the CUA for the maintenance, management and operation of the applicable utility system.
3.6.7 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 subconsultants 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.
3.6.8 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.6.9 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.
3.6.10 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.6.6, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.6.11 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.
3.6.12 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. Consultant further Docusign Envelope ID: F1FA59E1-BA29-4C5D-BB02-51DA23E6E11F Docusign Envelope ID: 2188CE8A-A63B-45AC-B62C-099E84211120 Docusign Envelope ID: 2FBAC3BC-EBCE-4620-97E7-B7F6251930E1
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agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. 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.
3.6.13 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.
3.6.14 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.
3.6.15 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.6.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
3.6.17 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.
[SIGNATURES ON NEXT 2 PAGES]
Docusign Envelope ID: F1FA59E1-BA29-4C5D-BB02-51DA23E6E11F Docusign Envelope ID: 2188CE8A-A63B-45AC-B62C-099E84211120 Docusign Envelope ID: 2FBAC3BC-EBCE-4620-97E7-B7F6251930E1
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CITY’S SIGNATURE PAGE FOR
CITY OF CORONA
PROFESSIONAL SERVICES AGREEMENT
WITH TWINING, INC.
(MATERIAL TESTING AND SPECIAL INSPECTION SERVICES - ON-CALL ENGINEERING AND PROFESSIONAL CONSULTING SERVICES, RFP 24-069AS) IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.
CITY OF CORONA
By: _________________________
Savat Khamphou
Public Works Director/City Engineer
Reviewed By: _________________________
Keegan Olds
Acting CIP Manager
Reviewed By: _________________________
Rachel McLure
CIP Supervisor
Reviewed By: _________________________
Tracy Martin
Senior Project Manager
Reviewed By: _________________________
Yasmin Lopez
Purchasing Manager
Attest: _________________________
Sylvia Edwards, City of Corona, CA
City Clerk
Docusign Envelope ID: F1FA59E1-BA29-4C5D-BB02-51DA23E6E11F Docusign Envelope ID: 2188CE8A-A63B-45AC-B62C-099E84211120 Docusign Envelope ID: 2FBAC3BC-EBCE-4620-97E7-B7F6251930E1
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CONSULTANT’S SIGNATURE PAGE FOR
CITY OF CORONA
PROFESSIONAL SERVICES AGREEMENT
WITH TWINING, INC.
(MATERIAL TESTING AND SPECIAL INSPECTION SERVICES - ON-CALL ENGINEERING AND PROFESSIONAL CONSULTING SERVICES, RFP 24-069AS) IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.
TWINING, INC.
a California corporation
By: _________________________
Linas Vitkus
President
By: _________________________
Amy Owens
Secretary
Docusign Envelope ID: F1FA59E1-BA29-4C5D-BB02-51DA23E6E11F Docusign Envelope ID: 2188CE8A-A63B-45AC-B62C-099E84211120 Docusign Envelope ID: 2FBAC3BC-EBCE-4620-97E7-B7F6251930E1
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EXHIBIT “A”
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 on-call material testing and special inspection services necessary for the Project. The Services are more particularly described herein.
The design-related services shall include preparation of project specific plans and specifications, including calculations signed and stamped by a professional engineer registered in the State of California with specific experience in the design and construction of subject facilities. Under the supervision of said engineer, the consultant shall perform or cause to be performed by others, all necessary services to prepare a complete set of biddable construction documents (following all applicable City of Corona standards, requirements and specifications). The consultant’s services shall include the following project management assistance in support of the categories listed below:
• Provide project management and coordination with City staff. Prepare and provide project status updates including updates to scope status, schedule and cost. • Perform Quality Assurance/Quality Control (QA/QC).
• Prepare and perform presentations to City staff, the public and other stakeholders. • Prepare and attend project coordination meetings with City staff and other permitting agencies.
• Prepare cost estimates and project schedules.
• Prepare meeting agenda and minutes.
Support services typically needed by the City for each design-related Category include, but are not limited to, the following list:
MATERIAL TESTING AND SPECIAL INSPECTION SERVICES
(Pursuant to SB 854 Requirements and Form of Agreement, Section 3.3.5 “Prevailing Wages”) The City desires to retain testing and inspection consultants to provide quality assurance services for upcoming construction projects. These projects include street pavement, traffic signals, underground utilities, buildings, bridges, parks, and facilities improvements. The required services shall include, but are not limited to, the following:
1. Provide field inspections and compaction tests for trench backfill, grading, and asphalt concrete pavement construction. Submit daily field reports to the City and final report at the completion of work.
2. Provide inspections for installation of precast and cast in-place concrete, welding, high strength bolts, structural steel, masonry, painting and other types of work in accordance with the project specifications, Standard Specifications for Public Works Construction, and Caltrans Standard Specifications.
3. Perform the following tests on various construction materials:
a. Mix Designs
b. Portland Cement Concrete
Docusign Envelope ID: F1FA59E1-BA29-4C5D-BB02-51DA23E6E11F Docusign Envelope ID: 2188CE8A-A63B-45AC-B62C-099E84211120 Docusign Envelope ID: 2FBAC3BC-EBCE-4620-97E7-B7F6251930E1
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c. Concrete Masonry
d. Brick Masonry
e. Masonry Prisms
f. Mortar and Grout
g. Fireproofing
h. Soils and Aggregates
i. Asphalt Concrete
j. Reinforcing Steel
4. Recommend testing method on defective work and advise the City of acceptance standards.
5. Provide source inspections for concrete and asphalt concrete at mixing plants, and in advance for the required inspections and tests.
6. The testing laboratory shall be under the supervision of a registered engineer with experience in inspection and testing of construction materials. This engineer shall certify the results of all tests performed by the lab personnel under his/her supervision.
7. The selected firm(s) shall maintain laboratory testing equipment in accordance with recognized national standards.
8. Correlation Testing Program: The Materials Laboratory shall be a participant in one of more of the following testing programs:
a. AASHGO Materials Reference Laboratory (ARML)
b. Cement and Concrete Reference Laboratory (CCRL)
c. Caltrans’ Reference Samples Program (RSP)
Docusign Envelope ID: F1FA59E1-BA29-4C5D-BB02-51DA23E6E11F Docusign Envelope ID: 2188CE8A-A63B-45AC-B62C-099E84211120 Docusign Envelope ID: 2FBAC3BC-EBCE-4620-97E7-B7F6251930E1
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EXHIBIT “B”
SCHEDULE OF SERVICES
Consultant shall complete the Services within the Term of this Agreement, and shall meet any other reasonable schedules and deadlines established by City’s Representative.
The contract term shall be effective on or about _______________________ through June 30, 2027 with one (1) additional three-year option renewal period, on an as-needed basis, with no guaranteed usage for on-call professional engineering and/or on-call professional consulting services. Pricing shall remain effective and in force for the entire initial contract term. City reserves the right to exercise option year renewals in its sole discretion. Subsequent contract term extensions, if exercised by the City, are as follows:
• Option 1, if exercised, shall be effective July 1, 2027 through June 30, 2030.
Option year pricing shall be negotiated by the Parties prior to commencement of each additional three-year period. Negotiated price adjustments will be made in accordance with and shall not exceed the percentage of change in the United States Bureau of Labor Statistics Consumer Price Index “All Urban Consumers for Riverside, California, Area (CPI-U), not seasonally adjusted, for the most recent twelve (12) months for which statistics are available. This method of price adjustment shall apply to each extension period exercised. Option years shall become effective only upon issuance by the City of a duly authorized Purchase Order.
Increases in labor costs subject to mandated prevailing wage or minimum wage increases during any contract extension term must be supported, at time of contract negotiation, with documentation from the appropriate entity enforcing the increase in labor costs. Consultants must provide labor cost increases to the City a minimum of thirty (30) days in advance of contract or amendment term end date.
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EXHIBIT “C”
COMPENSATION
Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth herein.
CONSULTANT RATES
Task
Code Engineering And Consulting Personnel Rate
Task
Code
Equipment Usage (Daily Unless Otherwise Noted),
Continued Rate
10026 Senior Principal Advisor/Consultant $ 370.00 95315 Torque Multiplier $ 45.00 10001 Principal Engineer/Geologist $ 265.00 95321 Air Meter $ 35.00 10017 Metallurgical Engineer $ 370.00 95322 Unit Weight Bucket $ 26.00 70000 Registered Geotechnical Engineer $ 265.00 95323 Field Concrete Scale $ 35.00 10010 Technical Advisor $ 245.00 95324 2" x 2" x 2" Mold $ 24.00 10011 Material Scientist, Welding/NDT Consultant $ 260.00 95343 Nuclear Gauge (Per Hour) $ 12.00 70003 Registered Geologist/Certified Engineering Geologist $ 260.00 95319 Sand Cone Density Test Equipment $ 57.00 10003 Senior Engineer/Geologist $ 235.00 95333 Pull Test Equipment $ 70.00 10009 Registered Civil Engineer $ 225.00 95348 Concrete/Asphalt Coring Equipment $ 680.00 60003 Roofing/Waterproofing Consultant $ 250.00 95336 Floor Flatness (Dipstick) $ 60.00 10013 Project Engineer/Manager $ 220.00 95330 Schmidt Hammer $ 45.00 30000 Quality Control Manager $ 220.00 95341 Vapor Emission Test Kits $ 55.00 10005 Senior Staff Engineer/Geologist $ 205.00 95342 Relative Humidity Probe $ 85.00 10007 Staff Engineer/Geologist $ 195.00 95339 UPV (Ultrasonic Pulse Velocity) Meter $ 400.00 10015 Quality Control Administrator $ 195.00 95351 Fireproofing Adhesion/Cohesion (Per Test) $ 40.00 10019 Metallurgical Technician $ 165.00 95300 A Scan Ultrasonic Equipment And Consumables $ 95.00 90001 CADD Operator/Draftsperson $ 150.00 95303 Magnetic Particle Equipment And Consumables $ 50.00 95103 Administrative Support $ 98.00 95306 Liquid Penetrant Consumables $ 45.00 70107 Field Supervisor $ 185.00 95307 Phased Array Ultrasonic Equipment (Per Hour) $ 100.00 91030 Safety Supervisor $ 185.00 95347 Ground Penetrating Radar $ 380.00 20000 Laboratory Manager $ 170.00 95345 Impact Echo $ 385.00 98000 Laboratory Technician $ 145.00 95362 Ultrasonic Tomography $ 500.00 90005 Expert Witness Testimony $ 600.00 95349 Inertial Profiler (Per Hour) Quotation 91010 Qualified SWPPP Developer $ 205.00 95352 Borescope $ 300.00 91000 Qualified SWPPP Practitioner $ 195.00 95356 Infrared Camera $ 100.00 30001 Vibration Engineer $ 225.00 95357 Project Dedicated Vehicle $ 180.00 95364 Roller Compacted Concrete Vibrating Hammer/Tamping Plate $ 80.00 Task 95367 Half-Cell Potential Equipment Set $ 385.00
Code Field Inspection Personnel Rate 95368 Concrete Electrical Resistivity Meter $ 180.00 10101 Concrete/Reinforced Steel Inspector $ 134.00 95369 Field Hardness (Steel) $ 110.00 10103 Prestressed/Post Tensioned Inspector $ 134.00 95370 Coating Thickness Gauge $ 110.00 10105 Concrete ICC Inspector $ 134.00 95373 Curing Box (Not Temperature Controlled, One-Time Fee/ $ 750.00 10109 Drilled-In-Anchor Inspector $ 134.00 Per Box)
10111 Gunite/Shotcrete Inspector $ 134.00 95371 Temperature Control Curing Box (Per Month) $ 500.00 10113 Masonry Inspector $ 134.00 95372 Temperature Matching Curing Box (Per Month) $ 570.00 10201 Structural Steel/Welding Inspector $ 134.00
10203 AWS Certified Welding Inspector $ 134.00 Task
10207 Fireproofing Inspector $ 134.00 Code Specimen Pick-Up Rate 10501 Lead Inspector $ 137.00 20100 Soil/Aggregate Sample (Each) $ 50.00 10115 Firestop Special Inspector - IFC Premier $ 155.00 20102 Standard Sample: Concrete Cylinders (Each) $ 32.00 10117 Firestop Special Inspector - IQP $ 200.00 20101 Standard Sample: Mortar/Grout Cubes And Cores, $ 32.00 70109 L.A. Deputy Grading Inspector $ 145.00 Fireproofing, Rebar, And Epoxy Prisms (Each) 75001 Asphalt Field and Plant Inspector/Technician $ 134.00 20103 Oversize Sample: Masonry Prisms And Shotcrete Panels (Each) $ 85.00 70103 Pile Driving Inspector $ 134.00 20104 Oversize Sample: Flexural Beams (Each) 70101 Soils Technician $ 134.00 20107 Technician For Specimen Pick-Up Not Listed Above $ 145.00 10107 Concrete Quality Control (ACI/Caltrans Technician) $ 134.00 (Per Hour, 2-Hour Minimum) 10122 Wood Framing Inspector $ 134.00 20109 Technician For Specimen Pick-Up Before 5:00 a.m. $ 200.00 60001 Roofing/Waterproofing Inspector $ 145.00 Or After 5:00 p.m. Monday Thru Friday, Or All Day Saturday 10500 Public Works Inspector $ 150.00 (Per Hour, 2-Hour Minimum Plus Mileage) 10515 Mechanical Inspector $ 160.00
10519 Electrical Inspector $ 160.00 Task
10521 Plumbing Inspector $ 160.00 Code Jobsite Trailer, Mobile Or On-site Laboratory Rate 10523 Building Inspector $ 160.00 95360 Portable Or Mobile Laboratory Unit Quotation 30002 Vibration Monitoring Technician $ 155.00 95374 Jobsite Trailer, Conex, Or Equipment Storage Box Quotation 50003 Field Engineering Technician $ 134.00
Task
Task Code Concrete Tests (Field Made Specimens) Rate
Code Shop Inspection Personnel Rate 20201 6" x 12" Cylinder Compression Strength (ASTM C39) $ 45.00 10301 Structural Steel Fabrication Inspector $ 134.00 20202 4" x 8" Cylinder Compression Strength (ASTM C39) $ 40.00 10309 Batch Plant Quality Control Technician/Inspector $ 134.00 20203 Density Of Structural Lightweight Concrete Equilibrium $ 100.00 10325 Glue-Laminated Fabrication Inspector Quotation Oven Dry Method (ASTM C567) 10328 Pre-Cast Concrete/Pipe Fabrication Inspector $ 134.00 20205 Core Compression Including Trimming (ASTM C42) $ 90.00 20207 6" x 6" x 18" Flexural Beams Not Exceeding Referenced $ 125.00 Task
Code Nondestructive Testing Personnel Rate 20209
Size (ASTM C78, C293 or CTM 523)
Splitting Tensile Strength (ASTM C496) $ 125.00
10401 NDE Ultrasonic Testing Technician $ 140.00 20211 Modulus Of Elasticity Test (ASTM C469) $ 325.00 10403 NDE Magnetic Particle Testing Technician $ 140.00 80003 Rapid Chloride Permeability Test: Cylinders Or Cores $ 570.00 10405 NDE Dye Penetrant Testing Technician $ 140.00 (ASTM C1202) 10305 Combination NDE Technician/Welding Inspector $ 140.00 80006 Density, Absorption, And Voids In Hardened Concrete $ 570.00 10409 Radiographic Testing (Crew Of 2) $ 380.00 (ASTM C642) Docusign Envelope ID: F1FA59E1-BA29-4C5D-BB02-51DA23E6E11F Docusign Envelope ID: 2188CE8A-A63B-45AC-B62C-099E84211120 Docusign Envelope ID: 2FBAC3BC-EBCE-4620-97E7-B7F6251930E1
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10020 NDE Engineer $ 245.00 40005 Flexural Toughness (ASTM C1609, Formerly ASTM C1018) $ 900.00 40006 Double Punch Strength Of Fiber Reinforced Concrete $ 600.00 Task
Code Equipment Usage (Daily Unless Otherwise Noted) Rate 40009 Coefficient Of Thermal Expansion Of Concrete
(CRD 39, AASHTO T336)
$ 650.00
95318 Skidmore $ 48.00 40012 Bulk Electrical Resistivity (One Age Of Testing, ASTM C1876) $ 160.00 95309 Torque Wrench, Small $ 20.00 80013 Flexural Tensile Strength Of Metallic Fiber Reinforced Concrete $ 900.00 95312 Torque Wrench, Large $ 30.00 Beam (EN 14651)
Code Concrete Specimen Preparation Rate Code Qualification Of Cements Rate 20151 Sawing Of Specimens (Each) $ 50.00 80100 Chemical Analysis Of Portland Cement Per Standard $ 750.00 20157 Coring Of Specimens In Lab (Each) $ 50.00 Requirements (ASTM C150) 20159 Grinding Of Concrete Below 6000 psi Strength (Each) $ 90.00 80103 Physical Testing Of Portland Cement Per Standard $ 750.00 20160 Grinding Of Concrete 6000 psi Strength And Above (Each) $ 110.00 Requirements (ASTM C150) 80194 Physical Testing Of Type K Cement, Mortar Expansion $ 750.00 Task Code Laboratory Trial Batch: Concrete, Cement And
Mortar Rate 80195
(ASTM C806)
Physical Testing And Chemical Analysis Of Portland Cement $ 1,400.00 30216 Compression Test 4" x 8" Cylinders Made And Tested In $ 58.00 Per Standard Requirements (ASTM C150) Laboratory (ASTM C192, C35) 80106 Partial Analysis Or Specific Physical Tests Quotation 30217 Compression Test 6" x 12" Cylinders Made And Tested In $ 68.00 80110 Sulfates Resistance Of Hydraulic Cement (ASTM C1012), $ 3,000.00 Laboratory (ASTM C192, C35) 6 Months
30219 6" x 6" x 18" Flexural Beams Made And Tested in Laboratory $ 140.00 80111 Sulfates Resistance Of Hydraulic Cement (ASTM C1012), $ 3,300.00 (ASTM C192, C78) 12 months
30223 Splitting Tensile Strength Cylinders Made And Tested In $ 140.00 80149 Type 1L Cement (ASTM C595; Excludes Special Properties) $ 1,400.00 Laboratory (ASTM C192, C496) 80151 Clinker Microscopy, Per Sample $ 850.00 30225 Modulus of Elasticity Test Cylinders Made And Tested In $ 340.00 Laboratory (ASTM C192, C469)
30227 Density Of Structural Lightweight Concrete Made In Laboratory, Equilibrium or Oven Dry Method (ASTM C567)
$ 115.00 Task
Code
Physical Testing Of Chemical Admixtures For
Concrete Rate
30237 Bulk Electrical Resistivity (ASTM C1876) $ 175.00 80196 Qualification Of Admixture (ASTM C494) Quotation 30201 Laboratory Trial Batch (ASTM C192/Lab Procedure Performance) $ 550.00 30203 Concrete Mixture Design For Preconstruction Evaluation And Backup Data Development
$ 320.00 Task
Code Evaluation Of Pozzolans And Slag Cement Rate
30205 Drying Shrinkage Up To 28 Days, Three 3" x 3" Or 4" x 4" Bars, $ 520.00 80140 Chemical Analysis Of Fly Ash Per Standard Requirements $ 750.00 Five Readings Up To 28 Dry Days (ASTM C157) (ASTM C618) 30230 Additional Reading, Per Set Of Three Bars $ 60.00 80143 Physical Testing Of Fly Ash Per Standard Requirements $ 750.00 30231 Storage Over Ninety (90) Days, Per Set Of $ 50.00 (ASTM C618) Three Bars, Per Month 80146 Partial Analysis Or Specific Physical Tests Quotation 30207 Setting Time Up To 7 Hours (ASTM C403) $ 200.00 80147 Chemical Analysis And Physical Testing Of Fly Ash Per $ 1,400.00 30209 Bleeding (ASTM C232) $ 180.00 Standard Requirements (ASTM C1618) 30229 Concrete Restrained Expansion (ASTM C878) $ 700.00 80250 Qualification Of Silica Fume Per Standard Requirements $ 1,400.00 30211 Mix, Make and Test Mortar or Grout Specimens for Compressive $ 600.00 (ASTM C1240) Strength: Set of 6 (ASTM C878) 80252 Qualification Of Slag Cement Per Standard Requirements $ 1,400.00 20263 Non-Shrink Grout: Height Change After Final Set (ASTM C1090) $ 600.00 (ASTM C989) 20265 Non-Shrink Grout: Height Change At Early Age (ASTM C827) $ 850.00 80254 Effectiveness Of Pozzolans & Slag Cement In Mitigating $ 1,400.00 30232 Cracking Resistance, Set Of Three Rings, Laboratory Trial $ 6,200.00 Expansion Due To ASR (ASTM C441) Batching, Test Until Cracking Or Up To 28 Days (ASTM 1581) 30233 Evaluation Of Pre-Packaged Masonry Mortars (ASTM C270) $ 1,300.00 Task 30234 Creep (ASTM C512) (One Age Of Loading, 12 Months $ 8,500.00 Code Mass Concrete - Engineering And Testing Services Rate Duration Of Testing) 80256 Thermal Control Plan (Without Cooling Pipes) Per A Unique $ 8,000.00 80198 Laboratory Development of Strength-Maturity Curve Without $ 3,200.00 Type Of Placement Of Similar Group Of Placements, Each Plan Establishing Datum Temperature (Up To 5 Testing Ages, 80258 Thermal Control Plan (With Cooling Pipes), Per A Unique $ 9,500.00 ASTM C1074) Type Of Placement Of Similar Group Of Placements, Each Plan 80199 Laboratory Development Of Strength-Maturity Curve With $ 5,200.00 80260 Performance Based Maximum Temperature Difference $ 3,500.00 Establishing Datum Temperature (Up to 5 Testing Ages, Laboratory & Analytical Studies, One Concrete Mixture Design ASTM C1074)
Task Rock And Concrete Aggregates - Petrographic
Task Code Examination & Special USACE & CRD Tests Rate
Code Evaluation of Mixing Water for Concrete Rate 80262 Rock Type Description, Per Sample (Rock Core Or Rock $ 850.00 80246 Evaluation of Mixing Water For Concrete Per The Requirements $ 1,000.00 Chunk) Of ASTM C1602, Table 1 (Physical Properties Of Mortar), Per 80263 Rock Type Description + XRD Including Clay Analysis, $ 1,450.00 Sample Per Sample
80248 Evaluation Of Mixing Water For Concrete Per The Requirements $ 1,200.00 80266 Natural Aggregates - Petrographic Examination (Gravel And $ 2,750.00 Of Caltrans, Section 90, Per Sample Natural Sand Consisting Of Single Rock Type ASTM C295) Each, One Sample
Task Code Concrete - Chemical Analysis, Transport Properties, Service Life Modeling, Petrographic Examination Rate
80268 Crushed Aggregates - Petrographic Examination (Crushed Rock And Manufactured Sand Consisting Of Single Rock Type $ 2,250.00
80123 Acid-Soluble Chloride Analysis (ASTM C1152) $ 125.00 ASTM C295), Each, One Sample Includes Sample Prep) 80270 Coarse Aggregate Certification For Deleterious Materials Per $ 5,900.00 80126 Water-Soluble Chloride Analysis (ASTM C1218) $ 150.00 Specifications Of USACE, Materials Coarser Than 0.75-Inch (Includes Sample Prep) Each, One Sample, 200 lb.
80193 Chloride Diffusion Coefficient Of Cementitious Mixtures By $ 2,800.00 80272 Coarse Aggregate Certification For Deleterious Materials Per $ 5,500.00 Bulk Diffusion (ASTM C1556) Specifications Of USACE, 0.75-Inch And Finer Material, Each, 80159 Bulk Resistivity (ASTM C1876) And Formation Factor $ 650.00 One Sample, 25 lb. 80204 Chloride Binding Isotherm $ 850.00 80274 Fine Aggregate Certification For Deleterious Materials Per $ 2,000.00 80206 Analytical And Experimental (ASTM C1556) Modeling Of Service $ 8,000.00 Specifications Of USACE, Each, One Sample Life Of Concrete Per Life-365 Model, Per Mixture Design 80276 Aggregate, Scratch Hardness (CRD-C 130), Each, One Sample, $ 400.00 80208 Analytical And Experimental (NordTest) Modeling Of Service $ 8,000.00 25 lb.
Life Of Concrete Per FIB Model Code 34, Per Mixture Design 80210 Non-Steady State Chloride Migration Coefficient, NordTest 492 $ 625.00 Task 80212 Petrographic Examination Of Hardened Concrete, Level I $ 1,750.00 Code Soils And Aggregate Tests Rate (ASTM C856) (Excludes Thin Section), Per Sample 30503 Abrasion: LA Rattler (ASTM C131) $ 200.00 80129 Petrographic Examination Of Hardened Concrete, Level II $ 2,250.00 30505 Abrasion: LA Rattler (ASTM C535) $ 210.00 (ASTM C856) Includes Thin Section, Per Sample 70301 Atterberg Limits/Plasticity Index (ASTM D4318, CTM 204) $ 160.00 80218 Petrographic Examination Of Hardened Concrete, Level III $ 3,500.00 70303 California Bearing Ratio Excluding Maximum Density $ 580.00 (ASTM C856/C1723) (Thin Section And SEM/EDX), Per Sample (ASTM D1883) Soil 80222 W/CM Determination (NordTest Build 361) $ 1,250.00 70304 California Bearing Ratio Excluding Maximum Density $ 650.00 Docusign Envelope ID: F1FA59E1-BA29-4C5D-BB02-51DA23E6E11F Docusign Envelope ID: 2188CE8A-A63B-45AC-B62C-099E84211120 Docusign Envelope ID: 2FBAC3BC-EBCE-4620-97E7-B7F6251930E1
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80224 Examination Of Volumetric Proportions Of Hardened Concrete $ 500.00 (ASTM D1883) Cement-Treated Soil (ASTM C457), Per Sample 70344 Cement-Treated Soil/Base Mix Design: Includes Three Trial $ 3,500.00 80228 Air Void Analysis Of Hardened Concrete (ASTM C457), $ 600.00 Cement Contents With Three Unconfined Compressive Per Sample Strength Specimens Per Cement Content
80232 Electron Microscopy (ASTM C1723) $ 750.00 70305 Chloride And Sulfate Content (CTM 417, CTM 422) $ 175.00 80234 Paste Carbonation Analysis, Per Sample $ 250.00 30403 Clay Lumps And Friable Particles (ASTM C142) $ 200.00 80238 Insoluble Residue Analysis (ASTM C1324) Quotation 30321 Cleanness Value 1" x #4 (CTM 227) $ 175.00 80240 Alkali-Silica - Damage Rating Index (DRI), Per Sample $ 1,250.00 30322 Cleanness Value 1.5" x .75" (CTM 227) $ 275.00 Task
Code Soils And Aggregate Tests, Continued Rate
Task
Code Asphalt Concrete Tests, Continued Rate
70393 Collapse Potential/Index (ASTM D5333) $ 225.00 75040 Emulsion Residue, Evaporation (ASTM D244) $ 170.00 70396 Compressive Strength Of Molded Soil-Cement Cylinders $ 105.00 75024 Extraction % Bitumen (ASTM D6307, CTM 382) $ 170.00 (ASTM D1633) 75027 Extraction % Bitumen And Gradation (ASTM D5444, D6307, $ 230.00 70309 Consolidation Test Full Cycle (ASTM 2435, CTM 219) $ 195.00 CTM 202, 382) 70311 Consolidation Test Time Rate Per Load Increment $ 45.00 75028 Extraction % Bitumen, Correction Factor (ASTM D6307, $ 375.00 (ASTM D2435, CTM 219) CTM 382)
70313 Corrosivity Series Sulfate, CI, pH, Resistivity (CTM 643, $ 245.00 75030 Chemical Extraction % Bitumen And Sieve Analysis $ 395.00 417, and 422) (ASTM D2172 Method A or B, ASTM D5444)
70315 Crushed/Fractured Particles (ASTM D5821, CTM 205) $ 175.00 75042 Lab Tested Maximum Density Hveem, 3 Briquettes $ 230.00 70317 Direct Shear Test Remolded And/Or Residual (ASTM D3080) $ 245.00 (ASTM D1561, D1188, CTM 304, 308) 70319 Direct Shear Test Undisturbed - Slow [CD] (ASTM D3080) $ 225.00 75057 Hveem Stabilometer Test, Premixed, 3 Briquettes $ 230.00 70321 Direct Shear Test Undisturbed - Fast [CU] (ASTM D3080) $ 195.00 (ASTM D1560, D1561, CTM 304, 366) 70378 Durability Index Per Method - A,B,C, or D (ASTM D3744, $ 210.00 75048 Lab Tested Maximum Density Marshall, 3 Briquettes $ 225.00 CTM 229) (ASTM D6926, D2726)
70325 Expansion Index (ASTM D4829, UBC 18-2) $ 170.00 75049 Lab Tested Maximum Density Marshall 6'' Specimen, $ 230.00 75004 Fine Aggregate Angularity (ASTM C1252, CTM 234, $ 190.00 3 Briquettes (ASTM D5581, D2726) AASHTO T304) 75050 Lab Tested Maximum Density Superpave Gyratory Compacted $ 85.00 30507 Flat And Elongated Particle (ASTM D4791) $ 240.00 Briquette, SSD, 1 Briquette (ASTM D6925, D2726) 30508 Flat Or Elongated Particle (ASTM D4791) $ 210.00 75052 Lab Tested Maximum Density Superpave Gyratory Compacted $ 95.00 70331 Maximum Density Methods A/B/C (ASTM D1557, $ 190.00 Briquette, Paraffin, 1 Briquette (ASTM D1188, D6925) D698, CTM 216) 75051 Maximum Theoretical Specific Gravity [RICE] (ASTM D2041, $ 170.00 70333 Maximum Density Check Point (ASTM D1557, D698) $ 65.00 CTM 309) 70335 Maximum Density AASHTO C [Modified] (AASHTO T-180) $ 195.00 75066 Marshall Stability And Flow, Cored Sample, Each $ 85.00 70336 Maximum Index Density Vibratory Table (ASTM D4253) $ 345.00 ASTM D6927) 70337 Moisture Content (ASTM D2216, CTM 226) $ 25.00 75069 Marshall Stability And Flow, Premixed, 3 Briquettes $ 245.00 70339 Moisture and Density Ring Sample (ASTM D2937) $ 30.00 (ASTM D6926, D6927) 70341 Moisture and Density Shelby Tube Sample (ASTM D2937) $ 40.00 75106 Marshall Stability And Flow, Gyratory Compacted Specimen $ 245.00 70340 Moisture-Density Relations Of Soil-Cement Mixtures $ 275.00 Pre-Mixed, 3 Briquettes (ASTM D5581, D6925) Premixed In The Field (ASTM D558) 75107 Marshall Stability And Flow 6'' Specimen, Premixed, $ 245.00 70342 Moisture-Density Relations Of Soil-Cement Mixtures $ 350.00 3 Briquettes (ASTM D5581) Mixed In The Lab (ASTM D558) 75063 Moisture Content (CTM 370) $ 90.00 70328 pH Of Soils (ASTM D4972) $ 60.00 75005 Wet Track Abrasion Test (ASTM D3910) $ 175.00 70330 Organic Content Of Soils (ASTM D2974, Method A Only) $ 85.00 75093 Hveem Mix Design (Excluding Aggregate Quality Tests) $ 5,570.00 30401 Organic Impurities (ASTM C40, CTM 213) $ 90.00 75096 Hveem Mix Design, With RAP (Excluding Aggregate Quality $ 6,050.00 70343 Permeability (ASTM D5084) Quotation Tests, RAP Qualification) 80001 Potential Reactivity Chemical Method (ASTM C289 - $ 750.00 75099 Hveem Mix Design, With Lime (Excluding Aggregate Quality $ 9,545.00 Discontinued Method) Tests)
70394 Potential Reactivity Mortar Bar Expansion Method, $ 925.00 75094 Hveem Mix Design Caltrans Untreated Mix (Including $ 6,640.00 14-Day Exposure (ASTM C1260) Aggregate Quality Tests)
70391 Potential Reactivity Mortar Bar Expansion Method, $ 975.00 75095 Hveem Mix Design Caltrans Lime Treated Mix (Including $ 7,715.00 28-Day Exposure (ASTM C1260) Aggregate Quality Tests)
70398 Potential Reactivity Concrete Bar Expansion Method $ 2,800.00 75084 Marshall Mix Design (Excluding Aggregate Quality Tests) $ 5,570.00 (ASTM C1293), 12 month 75087 Marshall Mix Design With RAP (Excluding Aggregate Quality $ 6,050.00 70399 Potential Reactivity Concrete Bar Expansion Method $ 3,100.00 Tests) (ASTM C1293), 24 month 75090 Marshall Mix Design With Lime (Excluding Aggregate Quality $ 6,640.00 70397 Potential Reactivity of Aggregate Combination, Non-Standard $ 1,100.00 Tests) Method; 14-Day Exposure, Mortar (After ASTM C1567) 75083 Open Grade Asphalt Concrete Mix Design (ASTM D7064, $ 3,215.00 70392 Potential Reactivity Of Aggregate Combination, Non-Standard $ 1,150.00 CTM 368) Method; 28-Day Exposure, Mortar (After ASTM C1567) 75109 Superpave Mix Design (Excluding Aggregate Quality Tests) $ 11,355.00 70345 R-Value Soil (ASTM 2844, CTM 301) $ 440.00 75113 Superpave Mix Design, With RAP (Excluding Aggregate $ 11,995.00 70347 R-Value Aggregate Base (ASTM D2844, CTM 301) $ 490.00 Quality Tests) 70349 Sand Equivalent (ASTM D2419, CTM 217) $ 125.00 75114 Superpave Mix Design With Rubber (Excluding Aggregate $ 11,995.00 70351 Sieve #200 Wash Only (ASTM D1140, CTM 202) $ 90.00 Quality Tests) 70353 Sieve With Hydrometer 3/4" Gravel To Clay (ASTM D422, $ 250.00 75115 Superpave Mix Design With Additives (Excluding Aggregate $ 12,320.00 D7928, CTM 203) Quality Tests)
70355 Sieve With Hydrometer Sand To Clay (ASTM D422, $ 240.00 75075 Effect Of Moisture On Asphalt Paving Mixtures, Pre-Mixed $ 1,070.00 D7928, CTM 203) (ASTM D4867, AASHTO T283)
70357 Sieve Analysis Including Wash (ASTM C136, CTM 202) $ 150.00 75111 Hamburg Wheel Track Test, 20,000 Passes, 4 Briquettes $ 1,180.00 70359 Sieve Analysis Without Wash (ASTM C136, CTM 202) $ 120.00 (AASHTO T324) 70360 Sieve Analysis Split Sieve (ASTM C136, CTM 202) $ 240.00 75039 Raveling Test Of Cold Mixed Emulsified Asphalt (ASTM D7196) $ 215.00 70361 Sieve Analysis Without Wash With Cobbles (ASTM C136, $ 235.00 75067 Marshall Stability, Wet Set, 3 Replicates (AASHTO T245) $ 375.00 CTM 202) 75068 Marshall Stability, Dry Set, 3 Replicates (AASHTO T245) $ 320.00 70363 Soundness Sodium Or Magnesium Sulfate, 5 Cycles $ 450.00 75070 Cold Recycled Asphalt Mix Design 2 Gradings Each, $ 11,250.00 (ASTM C88) 3 Emulsion Content (Caltrans LP-8)
70365 Specific Gravity And Absorption Coarse (ASTM C127, $ 100.00 70367
CTM 206)
Specific Gravity and Absorption Fine (ASTM C128, $ 165.00 Task
Code Mortar And Stucco - Petrographic Examination Rate
CTM 207) 80282 Stucco, One-Coat (ASTM C856), Includes Thin Section), $ 2,250.00 70369 Swell/Settlement Potential One Dimensional (ASTM D4546) $ 150.00 Per Sample 70371 Triaxial Quotation 80286 Stucco, Two-Coat (ASTM C856), Includes Thin Section), $ 2,500.00 70373 Unconfined Compression (ASTM D2166, CTM 221) $ 190.00 Per Sample 30317 Unit Weight Per Cubic Foot (ASTM C29, CTM 212) $ 125.00 80290 Stucco, Three-Coat (ASTM C856), Includes Thin Section), $ 3,000.00 30319 Voids In Aggregate With Known Specific Gravity (ASTM C29, $ 125.00 Per Sample CTM 212) 80294 Mortar (ASTM C1324, Petrographic Examination And Chemical $ 3,250.00 30411 Lightweight Particles Coarse, with Two Solutions (ASTM C123) $ 500.00 Analysis), Per Sample 30412 Lightweight Particles Fine, with One Solution (ASTM C123) $ 250.00 Task
Task Code Brick Masonry Tests, ASTM C67 Rate
Code Asphalt Concrete Tests Rate 20301 Modulus Of Rupture Flexural $ 110.00 75031 HMA Mixing And Preparation $ 135.00 20303 Compression Strength $ 75.00 Docusign Envelope ID: F1FA59E1-BA29-4C5D-BB02-51DA23E6E11F Docusign Envelope ID: 2188CE8A-A63B-45AC-B62C-099E84211120 Docusign Envelope ID: 2FBAC3BC-EBCE-4620-97E7-B7F6251930E1
CA\DD\02000.50101\1401461.15
24 (CITY ATTY: 05-19)
75032 HMA Mixing And Preparation With Aggregate Treatment $ 190.00 20305 Absorption 5 Hour or 24 Hour $ 80.00 75033 Bulk Specific Gravity Of Compacted Sample Or Core SSD $ 60.00 20307 Absorption (Boil) 1, 2 Or 5 Hours $ 110.00 (ASTM D2726, CTM 308C) 20309 Initial Rate Of Absorption $ 70.00 75036 Bulk Specific Gravity Of Compacted Sample Or Core Paraffin $ 85.00 20311 Efflorescence $ 85.00 Coated (ASTM D1188 and CTM 308A) 20313 Cores Compression $ 90.00 20315 Shear Test On Brick Cores 2 Faces $ 110.00
Code Concrete Block, ASTM C140 Rate Code Metal and Steel Testing, Continued Rate 20321 Compression $ 95.00 20619 Hardness Test (ASTM E18) $ 85.00 20323 Absorption/Moisture Content/Oven Dry Density $ 95.00 20630 Bolt Axial Tensile Test (Up To 7/8" Diameter) $ 70.00 20327 Linear Shrinkage (ASTM C426) $ 275.00 20631 Bolt Wedge Tensile Test (Up To 7/8" Diameter) $ 85.00 20335 Web And Face Shell Measurements $ 55.00 20632 Bolt Axial Tensile Test (Greater Than 7/8" Up To 1" diameter) $ 90.00 20329 Tension Test $ 175.00 20633 Bolt Wedge Tensile Test (Greater Than 7/8" Up To 1" Diameter) $ 110.00 20331 Core Compression $ 90.00 20634 Bolt Axial Tensile Test (Greater Than 1" Diameter) $ 130.00 20333 Shear Test Of Masonry Cores 2 Faces $ 110.00 20635 Bolt Wedge Tensile Test (Greater Than 1" Diameter) $ 140.00 20339 Efflorescence Tests $ 85.00 20636 Bolt Proof Load Test (Up To 7/8") $ 95.00 20637 Bolt Proof Load Test (Greater Than 7/8" Up To 1" Diameter) $ 115.00 Task 20638 Bolt Proof Load Test (Greater Than 1") $ 135.00 Code Masonry Prisms, ASTM C1314 Rate 20639 Nut Proof Load Test (Up To 7/8") $ 75.00 20341 Compression Test, Composite Masonry Prisms Up To 8" x 16" $ 205.00 20640 Nut Proof Load Test (Greater Than 7/8" Up To 1" Diameter) $ 95.00 20343 Compression Test, Composite Masonry Prisms > 8" x 16" $ 275.00 20641 Nut Proof Load Test (Greater Than 1") $ 105.00 20346 Prism Cord Modulus of Elasticity $ 650.00
20347 Prism Cord Modulus Of Elasticity With Transverse Strain (For Double-Wythe Specimen)
$ 710.00 Task
Code Chemical Testing Of Metal And Steel Rate
80170 Steel Chemical Analysis Quotation
Task 80173 Weight Of Galvanized Coating (ASTM A90) $ 90.00 Code Mortar And Grout Rate 80176 Epoxy Coating Thickness $ 100.00 20351 Compression 2" x 4" Mortar Cylinders (ASTM C780) $ 60.00 80177 Coating Thickness $ 95.00 20353 Compression 3" x 3" x 6" Grout Prisms, Includes Trimming $ 45.00 20355
(ASTM C1019)
Compression 2" Cubes (ASTM C109) $ 60.00
Task
Code
Machining And Preparation Of Tensile And Bend Sample:
Carbon Steel Rate
20357 Compression Cores Includes Trimming (ASTM C42) $ 90.00 20751 Machinist Initial Preparation From Mock-Up, Etc. (Per Hour) $ 145.00 20753 Sawcut To Overall Width (Per 0.5" Thickness Or Fraction $ 65.00 Task Code
Masonry Specimen Preparation Rate 20755
Thereof)
Machine To Test Configuration Milled Specimens $ 95.00
20155 Cutting Of Cubes Or Prisms $ 90.00 20757 Machine To Test Configuration Turned Specimens (Per 0.5" $ 170.00 Thickness Or Fraction Thereof)
Task Code
Fireproofing Tests Rate
20759 Prepare Subsize Specimens (Per 0.5" Thickness Or Fraction Thereof)
$ 115.00
20401 Oven Dry Density (ASTM E605) $ 75.00
Task
Task Code Charpy Impact Rate
Code Gunite And Shotcrete Tests Rate 20621 Charpy Impact Ambient Temperature $ 105.00 20361 Core Compression Including Trimming (ASTM C42) $ 90.00 20623 Charpy Impact Reduced Temperature $ 140.00 20365 Compression Cubes (Includes Saw Cutting) $ 105.00 Task
Task Concrete Roof Fill: Gypsum, Vermiculite, Perlite, Code Machining Of Charpy Samples: Carbon Steel Rate Code Lightweight Insulating Concrete, Etc. Rate 20780 Cutting And Milling (Per 0.5" Or Fraction Thereof) $ 95.00 20371 Compression Test (ASTM C495 and C472) $ 75.00 20783 Final Machining To Sample Configuration $ 115.00 20373 Air Dry Density (ASTM C472) $ 65.00
20379 Oven Dry Density (ASTM C495) $ 90.00 Task
Code Prestressing Wires And Tendons, (ASTM A416) Rate
Task
Code Reinforcing Steel, ASTM A615, A706 Rate
20701 Stress-Strain Analysis Wire Or Strands (Including Chart And Percent Offset)
$ 255.00
20501 Tensile Test #11 Or Smaller $ 75.00 20703 Tensile Test Only $ 190.00 20503 Bend Test #11 Or Smaller $ 70.00 20705 Tendons Quotation 20504 Bend Test #14 Or #18 $ 400.00
20505 Tensile Test #14 $ 300.00 Task
20507 Tensile Test #18 $ 390.00 Code Polymer Matrix Composite Materials (Fiberwrap) Rate 20706 Tensile Strength – Set of 5 Specimens/Batch/Direction $ 1,400.00 Task Code
Reinforcing Steel - Welded Or Coupled Specimens Rate 20707 (ASTM D3039)
Tensile Strength – Additional Specimens (ASTM D3039) $ 270.00 20521 Tensile Test Welded/Coupled #11 And Smaller $ 85.00 (ASTM D3039) 20523 Tensile Test Welded/Coupled #14 $ 290.00 20708 Heating Chamber Time – Per 24 Hr. Period $ 100.00 20525 Tensile Test Welded/Coupled #18 $ 410.00
20529 Weld Macroetch $ 95.00 Task
20531 Slippage Test - Caltrans (CTM 670) $ 220.00 Code Calibration Services And Universal Machine Usage Rate 20532 Tensile Test Welded Hoops #11 And Smaller $ 170.00 20801 Calibration/Verification Services Quotation 20803 Universal Test Machine Usage (Per Hour) $ 475.00
Task
Code Metal and Steel Testing Rate Specialty Testing
20601 Tensile Strength Up To 100K Pounds (Each) $ 85.00 - Cylic And Fatigue Testing Programs On Special Products/Parts 20603 Tensile Strength Up To 200K Pounds (Each) $ 95.00 - Engineering And Technical Supports/Design Of Prototypes And Special Test Set-Up 20605 Tensile Strength Up To 300K Pounds (Each) $ 120.00 - Fastener/Coupling Full Testing Program Per New Regulations: Tension, Tension/Bend, 20607 Tensile Strength Up To 400K Pounds (Each) $ 175.00 Shear, Double Shear, 8 Compressions 20609 Tensile Strength 400K To 600K Pounds (Each) $ 400.00 - Fiberglass/Composite Materials Field Testing Program (ASTM D1143 D1242, 20611 Tensile Strength Stress-Strain Percent Offset $ 250.00 D2584, D4065, D4476, D4923, D7901, D7921, and D732) 20545 Weld Macroetch $ 95.00 - Field Testing Of Structures And Structural Elements 20547 Weld Fracture $ 50.00 - In-Place Shear Testing
20615 Bend Test $ 80.00 - Materials And/Or Product Evaluation Per Specifications 20617 Flattening Test $ 80.00 - Structural Dynamic Testing And Durability Analysis Docusign Envelope ID: F1FA59E1-BA29-4C5D-BB02-51DA23E6E11F Docusign Envelope ID: 2188CE8A-A63B-45AC-B62C-099E84211120 Docusign Envelope ID: 2FBAC3BC-EBCE-4620-97E7-B7F6251930E1
Docusign Envelope ID: 008A80B3-9667-4A30-98DF-F45C775FDF36 Docusign Envelope ID: 11883E2C-01D1-43EF-B502-9FA4D2492ECF
Docusign Envelope ID: 008A80B3-9667-4A30-98DF-F45C775FDF36 Docusign Envelope ID: 11883E2C-01D1-43EF-B502-9FA4D2492ECF
Docusign Envelope ID: 008A80B3-9667-4A30-98DF-F45C775FDF36 Docusign Envelope ID: 11883E2C-01D1-43EF-B502-9FA4D2492ECF
Docusign Envelope ID: 008A80B3-9667-4A30-98DF-F45C775FDF36 Docusign Envelope ID: 11883E2C-01D1-43EF-B502-9FA4D2492ECF
Docusign Envelope ID: 008A80B3-9667-4A30-98DF-F45C775FDF36 Docusign Envelope ID: 11883E2C-01D1-43EF-B502-9FA4D2492ECF
Docusign Envelope ID: 008A80B3-9667-4A30-98DF-F45C775FDF36 Docusign Envelope ID: 11883E2C-01D1-43EF-B502-9FA4D2492ECF
Docusign Envelope ID: 008A80B3-9667-4A30-98DF-F45C775FDF36 Docusign Envelope ID: 11883E2C-01D1-43EF-B502-9FA4D2492ECF
Docusign Envelope ID: 008A80B3-9667-4A30-98DF-F45C775FDF36 Docusign Envelope ID: 11883E2C-01D1-43EF-B502-9FA4D2492ECF
Docusign Envelope ID: 008A80B3-9667-4A30-98DF-F45C775FDF36 Docusign Envelope ID: 11883E2C-01D1-43EF-B502-9FA4D2492ECF
Docusign Envelope ID: 008A80B3-9667-4A30-98DF-F45C775FDF36 Docusign Envelope ID: 11883E2C-01D1-43EF-B502-9FA4D2492ECF
Docusign Envelope ID: 008A80B3-9667-4A30-98DF-F45C775FDF36 Docusign Envelope ID: 11883E2C-01D1-43EF-B502-9FA4D2492ECF
Docusign Envelope ID: 008A80B3-9667-4A30-98DF-F45C775FDF36 Docusign Envelope ID: 11883E2C-01D1-43EF-B502-9FA4D2492ECF
Docusign Envelope ID: 008A80B3-9667-4A30-98DF-F45C775FDF36 Docusign Envelope ID: 11883E2C-01D1-43EF-B502-9FA4D2492ECF
Docusign Envelope ID: 008A80B3-9667-4A30-98DF-F45C775FDF36 Docusign Envelope ID: 11883E2C-01D1-43EF-B502-9FA4D2492ECF
Docusign Envelope ID: 008A80B3-9667-4A30-98DF-F45C775FDF36 Docusign Envelope ID: 11883E2C-01D1-43EF-B502-9FA4D2492ECF
Docusign Envelope ID: 008A80B3-9667-4A30-98DF-F45C775FDF36 Docusign Envelope ID: 11883E2C-01D1-43EF-B502-9FA4D2492ECF For
Docusign Envelope ID: 008A80B3-9667-4A30-98DF-F45C775FDF36 Docusign Envelope ID: 11883E2C-01D1-43EF-B502-9FA4D2492ECF
Docusign Envelope ID: 008A80B3-9667-4A30-98DF-F45C775FDF36 Docusign Envelope ID: 11883E2C-01D1-43EF-B502-9FA4D2492ECF
Docusign Envelope ID: 008A80B3-9667-4A30-98DF-F45C775FDF36 Docusign Envelope ID: 11883E2C-01D1-43EF-B502-9FA4D2492ECF
Docusign Envelope ID: 008A80B3-9667-4A30-98DF-F45C775FDF36 Docusign Envelope ID: 11883E2C-01D1-43EF-B502-9FA4D2492ECF
Docusign Envelope ID: 008A80B3-9667-4A30-98DF-F45C775FDF36 Docusign Envelope ID: 11883E2C-01D1-43EF-B502-9FA4D2492ECF
Docusign Envelope ID: 008A80B3-9667-4A30-98DF-F45C775FDF36 Docusign Envelope ID: 11883E2C-01D1-43EF-B502-9FA4D2492ECF
Docusign Envelope ID: 008A80B3-9667-4A30-98DF-F45C775FDF36 Docusign Envelope ID: 11883E2C-01D1-43EF-B502-9FA4D2492ECF
Certificate Of Completion
Envelope Id: 008A80B396674A3098DFF45C775FDF36 Status: Completed Subject: Complete with Docusign: PSA-Verdantas-On-Call RFP 24-069AS-Final vendor exec.pdf Source Envelope:
Document Pages: 23 Signatures: 1 Envelope Originator:
Certificate Pages: 2 Initials: 0 Annette Solorio
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
400 S Vicentia Ave
Corona, CA 92882
[email protected]
IP Address: 64.29.226.10
Record Tracking
Status: Original
11/25/2024 10:14:42 AM
Holder: Annette Solorio
[email protected]
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Corona, CA Location: DocuSign Signer Events Signature Timestamp
Yasmin Lopez
[email protected]
Purchasing Manger
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 64.29.226.10
Sent: 11/25/2024 10:16:47 AM
Viewed: 11/25/2024 10:19:40 AM
Signed: 11/25/2024 10:20:34 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Tracy Martin
[email protected]
Senior Project Manager, City of Corona
City of Corona, CA
Security Level: Email, Account Authentication
(None)
Sent: 11/25/2024 10:20:38 AM
Viewed: 11/25/2024 12:11:14 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 11/25/2024 10:16:47 AM
Certified Delivered Security Checked 11/25/2024 10:19:40 AM Signing Complete Security Checked 11/25/2024 10:20:34 AM Docusign Envelope ID: 11883E2C-01D1-43EF-B502-9FA4D2492ECF
Envelope Summary Events Status Timestamps
Completed Security Checked 11/25/2024 10:20:38 AM
Payment Events Status Timestamps
Docusign Envelope ID: 11883E2C-01D1-43EF-B502-9FA4D2492ECF
CA\DD\02000.50101\1401461.15
(CITY ATTY: 05-19)
CITY OF CORONA
PROFESSIONAL SERVICES AGREEMENT
WITH WESTLAND GROUP, INC.
(LAND SURVEYING AND CIVIL ENGINEERING SERVICES - ON-CALL ENGINEERING AND PROFESSIONAL CONSULTING SERVICES, RFP 24-069AS)
1. PARTIES AND DATE.
This Agreement is made and entered into this ______ day of ___________________ , 2024 (“Effective Date”) by and between the City of Corona, a municipal corporation organized under the laws of the State of California with its principal place of business at 400 South Vicentia Avenue, Corona, California 92882 (“City”) and Westland Group, Inc., a California corporation with its principal place of business at 4150 Concours, Suite 100, Ontario, CA 91764 (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.
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 on-call land surveying and civil 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 On-Call Engineering and Professional Consulting Services, RFP 24-069AS project (“Project”) as set forth in this Agreement.
2.3 Corona Utility Authority.
Consultant understands that the City has entered into a Water Enterprise Management Agreement and a Wastewater Enterprise Management Agreement, both dated as of February 6, 2002, with the Corona Utility Authority (“CUA”) for the maintenance, management and operation of those utility systems (collectively, the “CUA Management Agreements”). To the extent that this Agreement is deemed to be a "material contract" under either of the CUA Management Agreements, City enters into this Agreement on behalf of the CUA and subject to the terms of the applicable CUA Management Agreement(s).
3. TERMS.
3.1 Scope of Services and Term.
Docusign Envelope ID: C2E65802-2AFD-4437-A7F4-78A16F8AF8F6 Docusign Envelope ID: 62E070CA-78B8-4626-BD2E-69D349FB050A Docusign Envelope ID: 2851562E-F5F4-4142-904A-9B7AB57C439B
CA\DD\02000.50101\1401461.15
2 (CITY ATTY: 05-19)
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 on-call land surveying and civil engineering 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 ___________________ to June 30, 2027 (“Term”), 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. The Parties may, by mutual, written consent, extend the Term of this Agreement one or more times by executing a written amendment pursuant to Section 3.6.8 below (each a “Renewal Term”). The terms “Term” and “Renewal Term” may sometimes be generally and collectively referred to as “Term” in this Agreement.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Consultant retains the right to perform similar or different services for others during the Term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services within the Term of this Agreement, in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference, and in accordance with any other completion schedule or milestones which may be separately agreed upon in writing by the Parties. 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 Services performed 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 Docusign Envelope ID: C2E65802-2AFD-4437-A7F4-78A16F8AF8F6 Docusign Envelope ID: 62E070CA-78B8-4626-BD2E-69D349FB050A Docusign Envelope ID: 2851562E-F5F4-4142-904A-9B7AB57C439B
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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: Doug Pluta, Matthew H.
Okubo, Scott Bennett, Mark Monroe, Duane Balderston, Eric Phan, and Michael Grossman.
3.2.5 City’s Representative. The City hereby designates Savat Khamphou, Public Works Director, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City’s Representative or his or her designee.
3.2.6 Consultant’s Representative. Consultant hereby designates Matthew H.
Okubo, 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 agrees that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants shall 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.
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3.2.9 Laws and Regulations; Employee/Labor Certifications. 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 or Services knowing them to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
3.2.9.1 Employment Eligibility; Consultant. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Consultant.
Consultant also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the Term of the Agreement. Consultant shall avoid any violation of any such law during the Term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Consultant shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Consultant’s compliance with the requirements provided for in Section 3.2.9 or any of its subsections.
3.2.9.2 Employment Eligibility; Subcontractors, Consultants, Subsubcontractors and Subconsultants. To the same extent and under the same conditions as Consultant, Consultant shall require all of its subcontractors, consultants, sub-subcontractors and subconsultants performing any work or Services relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section
3.2.9.1. 3.2.9.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Consultant verifies that they are a duly authorized officer of Consultant, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Consultant or its subcontractors, consultants, subsubcontractors or subconsultants to meet any of the requirements provided for in Sections 3.2.9.1 or 3.2.9.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Consultant under Section 3.2.9.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.
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3.2.9.4 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 Workers’ 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.
3.2.9.5 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, 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.
3.2.9.6 Air Quality. To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Although the SCAQMD and CARB limits and requirements are more broad, Consultant shall specifically be aware of their application to "portable equipment", which definition is considered by SCAQMD and CARB to include any item of equipment with a fuelpowered engine. Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.
To the extent applicable, Consultant shall comply, and shall ensure all subcontractors comply, with all applicable requirements of the most current version of the regulations imposed by CARB including, without limitation, all applicable terms of Title 13, California Code of Regulations Division 3, Chapter 9 and all pending amendments (“Regulation”).
Throughout the Project, and for three (3) years thereafter, Consultant shall make available for inspection and copying any and all documents or information associated with Consultant’s and its subconsultants’ and subcontractors’ fleets including, without limitation, the Certificates of Reported Compliance (“CRCs”), fuel/refueling records, maintenance records, emissions records, and any other information the Consultant is required to produce, keep or maintain pursuant to the Regulation upon two (2) calendar days’ notice from the City.
Consultant shall be solely liable for any and all costs associated with compliance with the Regulation as well asfor any and all penalties, fines, damages, or costs associated with any and all violations, or failures to comply with the Regulation. Consultant shall defend, indemnify and hold harmless the City, its officials, officers, employees and authorized volunteers free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Regulation.
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3.2.10 Insurance.
3.2.10.1 Time for Compliance. Promptly following the Effective Date of this Agreement, but in no event before Consultant commences any Services under this Agreement, Consultant shall provide evidence satisfactory to the City that it has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.
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 subconsultants.
Consultant shall also require all of its subconsultants 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), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned); 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 minimum; per occurrence for bodily injury, personal injury, advertising injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, 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 minimum; 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 minimum; 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 occurrence or claim, $2,000,000 aggregate.
3.2.10.4 Insurance Endorsements. The insurance policies shall contain or be endorsed (amended) to include the following provisions:
(A) General Liability. The general liability policy shall state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be Docusign Envelope ID: C2E65802-2AFD-4437-A7F4-78A16F8AF8F6 Docusign Envelope ID: 62E070CA-78B8-4626-BD2E-69D349FB050A Docusign Envelope ID: 2851562E-F5F4-4142-904A-9B7AB57C439B
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covered as additional insured with respect to liability arising out of work or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection therewith (the endorsement form shall be at least as broad as ISO Form CG 20 10 11 85 or both CG 20 37 and one of the following: CG 20 10, CG 20 26, CG 20 33 or CG 20 38); and (2) the insurance coverage shall be primary insurance coverage as respects the City, its directors, officials, officers, employees, agents, and volunteers (the endorsement form shall be at least as broad as ISO CG 20 01 04 13). 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) Waiver of Subrogation – Workers’ Compensation and
Employer’s 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 or Services performed by the Consultant. (C) All Coverages. If Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City is entitled to the broader coverage and/or higher limits maintained by Consultant. Thus, any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
3.2.10.5 Other Provisions; Endorsements Preferred. Consultant shall endeavor to provide endorsements regarding the following provisions, but nonetheless understands, acknowledges and agrees that the following provisions shall apply and that failure to comply shall be considered to be a breach of this Agreement by Consultant:
(A) Waiver of Subrogation – All Other Policies. Consultant hereby waives all rights of subrogation any insurer of Consultant’s may acquire against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of any insurance policy which arise from work or Services performed by the Consultant.
Consultant understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer. (B) Notice. Consultant shall either: (1) require its insurer to provide thirty (30) days prior written notice to the City before coverage is suspended, voided, or canceled; or (2) notify City in writing that such notice is not available and forward any notice of such actions to the City within two (2) business days from date of receipt by Consultant. Consultant understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer.
3.2.10.6 Claims Made Policies. The following provisions shall apply to all policies that provide coverage on a claims-made basis: (A) the retroactive date must be shown and must be before the date on which any Services under this Agreement commence; (B) the insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Project; and (C) if coverage is canceled or not renewed and is not replaced with another claims-made policy with a retroactive date prior to the date on which any Services under this Agreement commence, Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Project.
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3.2.10.7 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the Consultant to provide proof of ability to pay losses and related investigation, claims administration and defense expenses within the deductible or self-insured retention. The deductible or self-insured retention may be satisfied by either the named insured or the City.
3.2.10.8 Acceptability of Insurers. Unless under the circumstances a different rating is otherwise acceptable to the City in its sole and absolute discretion, insurance is to be placed with insurers which are satisfactory to the City and which meet either of the following criteria : (1) an insurer with a current A.M. Best’s rating no less than A-:VII and licensed as an admitted insurance carrier in California; or (2) an insurer with a current A.M. Best’s rating no less than A-:X and authorized to issue the required policies in California.
3.2.10.9 Verification of Coverage. Consultant shall furnish City with original certificates of insurance, as well as amendatory endorsements or copies of the applicable policy language effecting coverage required by this Agreement. All documents must be received and approved by the City before any Services commence; provided, however, that failure to obtain the required documents prior to the commencement of Services shall not waive Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.
3.2.10.10 Reporting of Claims. Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.
3.2.10.11 Sub-Consultants. All sub-consultants shall comply with each and every insurance provision of this Section 3.2.10. Consultant shall therefore not allow any sub-consultant to commence work on any subcontract to perform any part of the Services until it has provided evidence satisfactory to the City that the sub-consultant has secured all insurance required under this Agreement.
3.2.10.12 Special Risk or Circumstances. The City reserves the right, in its sole and absolute discretion, to modify the requirements of this Section 3.2.10, including limits, based on any of the following: (A) the nature of the risk of the Services; (B) the prior experience of the insured; (C) the rating or other quality or characteristic of the insurer; (D) any special or unique coverage issues; and (E) any other special or unique circumstances.
3.2.11 Safety. Consultant shall execute and maintain its work and Services 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 Services and the conditions under which the Services are to be performed.
3.2.12 Payment Bond. The California Department of Industrial Relations (“DIR”) has communicated to the City that there is a possibility that a payment bond may be required for certain services provided in connection with a public works project. Since such a requirement is Docusign Envelope ID: C2E65802-2AFD-4437-A7F4-78A16F8AF8F6 Docusign Envelope ID: 62E070CA-78B8-4626-BD2E-69D349FB050A Docusign Envelope ID: 2851562E-F5F4-4142-904A-9B7AB57C439B