Loading...
2200 - Willdan Engineering - Garvey Avenue Sewer Relief Line Project - GeoTech Engineering Inspection and Testing ServicesPROFESSIONAL SERVICES AGREEMENT C13108 GARVEY AVENUE SEWER RELIEF LINE PROJECT — GEOTECHNICAL ENGINEERING INSPECTION AND TESTING SERVICES (WILLDAN ENGINEERING, INC.) 7. PARTIES AND DATE. This Agreement is made and entered into this day of 20 (Effective Date) by and between the City of Rosemead, a municipal or anization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Willdan Engineering, Inc. with its principal place of business at 1515 South Sunkist Street, Suite E, Anaheim, CA 92806 ("Consultant'). City and Consultant are sometimes individually referred to herein as "Party" and collectively as 'Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional geotechnical engineering inspection and testing 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 professional geotechnical engineering inspection and testing services for the Garvey Avenue Sewer Relief Line Project ('Project'), also referred to as "Services" as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3. 1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional geotechnical engineering services WILLDAN ENGINEERING, INC. Page 2 of 10 necessary for the Project, herein referred to as "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 the Effective Date shown above to June 30, 2016 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 is necessary to complete the Services 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. Consultantshall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services: Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements: All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel: Consultant has represented to Citythat 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 WILLDAN ENGINEERING, INC. Page 3 of 10 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. 3.2.5 City's Representative: The City hereby designates the City Engineer, 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 Agreement. 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 will designate a 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 directthe Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations: Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. WILLDAN ENGINEERING, INC. Page 4 of 10 3.2.10 Insurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety: Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention far all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed Fifteen Thousand Seven Hundred and Forty -Five Dollars ($15,745.00). Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment and Compensation: Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 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 California Labor Code Section 1720, at seq., and 1770, et seq., as well as California Code of Regulations, Title S, Section 1600, et seq., ('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 WILLDAN ENGINEERING, INC. Page 5 of 10 applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. 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. 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. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: City may, by written notice to Consultant, terminate the whole or any part of this Ag reement at anytime and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this 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: WILLDAN ENGINEERING, INC. Page 6 of 10 CONSULTANT: Willdan Engineering, Inc. 1515 South Sunkist Street, Suite E Anaheim, CA 92806 Attn: Ross Khiabani, P.E., GE Phone: (714)634-3318 CITY: City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Rafael M. Fajardo P.E., City Engineer Phone: (626) 569-2151 Fax: (626) 569-2303 Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in anytangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared orcaused to be prepared by Consultant underthis Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at anytime, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality: All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity WILLDAN ENGINEERING, INC. Page 7 of 10 pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation, Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification: To the fullest extent permitted bylaw, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or relating to any negligence, errors or omissions, recklessness, or willful misconduct of Consultant, its officials, officers, employees, agents, and Consultants arising out of or in connection with the performance of the Consultant's Services, including without limitation the payment of all consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, official's officers, employees, agents, or volunteers. 3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5. 10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. WILLDAN ENGINEERING, INC. Page 8 of 10 3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References, Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicitor 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 tofile, orshall cause its employees orsubconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required understate 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. 3.5.19 Equal Opportunity Employment: Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee WILLDAN ENGINEERING, INC. Page 9 of 10 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 ortermination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement: Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required: Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next page] WILLDAN ENGINEERING, INC. Page 10 of 10 CITY OF ROSEMEAD WILLDAN ENGINEERING, INC. /,�� By: l gy` ff AI City Manager Dfita / I• Date Name: Attest: Title:��r2G�r ISP /5 ty Cle k Dat [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONSULTANT REQUIRED] Approved as to Form: By: / fS Date 1 ) Name: 4t7t� At� achel . Richman Date City Attorney Title: WILLDAN ENGINEERING, INC, EXHIBIT A SCOPE OF SERVICES SEE REQUEST FOR PROPOSAL (RFP) AND CONSULTANT'S PROPOSAL A-1 NVWILLDAN I nding Geotechnical reach June 30, 2015 Mr. Rafael Fajardo City Engineer City of Rosemead 8838 E. Valley Boulevard Rosemead, California 91770 Subject: Proposal to Provide Geotechnical Engineering Inspection and Testing Services, Proposed 15" VCP Sewer along Bartlett Ave, Garvey Avenue Sewer Relif Line Project, City of Rosemead, California Dear Mr. Fajardo: Willdan Geotechnical is pleased to present this proposal to provide the City of Rosemead ("City') with geotechnical engineering inspection and testing services for construction of the subject proposed VCP Sewer line. The following Scope of Work and Cost Breakdown are based on the information from our investigation and estimated production of about loo linear feet per day for duration of approximately 25 working days. We propose that our services be provided on a time and Omaterial basis. Scope of Work Our proposed scopes of services are: ✓ Attending Preconstruction Meeting and Review of Project Plans and Specifications; ✓ Field Observation and Sail Testing: o Evaluation of Trench Excavations, o Evaluation of Earth Material to be used as backfill, o Evaluate Compaction Procedures and Review Shoring Design, o Testing of Compaction and Moisture Content, o Asphalt Testing. ✓ Laboratory Testing: o Maximum Density (Modified Proctor( Testing of Soils and Aggregate, o Gradation, Atterberg Limits, and Sand Equivalency. ✓ Engineering Support, Technical Management, and QA/QC; ✓ Final Report Preparation. Engineering I Geolachnical I Environmental I Sustainability I Financial I Hanaland Sewrily 714.634.33181 fax 714.634.3372 11515 South Sunkist Street, Suite E, Anaheim, CA 929061 vnvv.w1ldan.com City of Rosemead Bartlett Ave Sewer Construction Project Estimated Fees — Cost Breakdown Our estimated fee is Fifteen Thousand Seven Hundred Forty Five Dollars ($15,745) and is based on our bestjudgment. Since actual work effort may vary depending on field conditions and contractor schedule, we will provide our services on a time and material basis, and only as requested and authorized by the City's Inspector and/or Project Manager. We will review this cost once a construction schedule is a provided by the selected contractor. Assumptions and Limitations (i) We understand that this is a PREVAILING WAGE project. (ii) Weekends, holidays, and overtime hours are not included in this estimate. (iii) As a consultant and testing laboratory we don't have any control on the schedule of the construction, therefore this estimate may be considered for budgeting purposes only. We appreciate the opportunity to submit this proposal. Willdan Geotechnical has the right team with the right experience for the Geotechnical Observation and Material Testing Services needs of the City of Lawndale for construction of the proposed Storm Drain. If you have any questions, please contact either of the undersigned. Respectfully submitted, WILLDAN GEOTECHNICAL Ross Khiabani, PE, GE Director of Geotechnical Services Enclosures: Detail Cost Breakdown GEOTECHNICAL SERVICES FOR BARTLETT SEWER LINE CONSTRUCTION ROSEMEAD. CALIFORNIA ESTIMATED COST Field Observal ons and Soils Testing Senior Soils Technician, Prevailing Wages (20 Working Days) Hours S 85 120 $ 10,200 Registered Geotechnical Engineer Hours $ 185 6 $ 1,110 Field Vehicle Usage I lours $ 5 120 $ 600 Laboratory Testing Unit No. of Item Description Unit Rate Units Cost Preconstraction Meeting $ 160 2 Registered Geotechnical Engineer Hours $ 185 2 S 370 Field Vehicle Usage Heors $ 5 2 $ 10 Field Observal ons and Soils Testing Senior Soils Technician, Prevailing Wages (20 Working Days) Hours S 85 120 $ 10,200 Registered Geotechnical Engineer Hours $ 185 6 $ 1,110 Field Vehicle Usage I lours $ 5 120 $ 600 Laboratory Testing Soils (ASTM DI557-00 Methods A & B) Each $ 160 2 $ 320 Aggregate (ASTM D 1557-00 Method C) Each $ 175 1 S 175 Grain Sive Distribution (ASTM D422) Each S 75 1 $ 75 Sand Equivalent (AS] D2419) Each S 75 1 $ 75 Enginceri 2 Sappaet. 1'eclunic.1 Margecauent, OA/OC Registered Geotechnical Engineer hours $ 185 6 $ 1,110 Repair P,apacaflo Registered Geotechnical Engineer Hours $ 185 4 $ 740 Senior Staff Engineer/Geologist Hours $ 120 8 $ 960 F,STIMATED TOTAL: S 15,745 WILLDAN ENGINEERING, INC. EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement orendorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance.: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in anyway on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000.00 per occurrence. 0 WILLDAN ENGINEERING, INC. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are licensed carriers in the state of California and with an A. M. Bests rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Consultant and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third parry action over' claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. WK WILLDAN ENGINEERING, INC. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor' (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. B-3 WILLDAN ENGINEERING, INC. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17.The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or WILLDAN ENGINEERING, INC. Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Ali ® A o CERTIFICATE OF LIABILITY INSURANCE lei DATE (MMNDM"YYj 10/29/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certifcale holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Dealey, Renton B Associates couTAcr Kann Thor NAME - _ 'NONE . 714 427-6810 UNC No E-MAIL klltorp@insdra.com -- P. O. Box 10550 Santa Ana CA 92711-0550 - NSURERSIAFFORDING COVE PAGE NADA INSURER A: Travelers Prope Casualy Co OfA 25674 119/2014 INSURED Wllldan Engineering 2401 F. Katella Avenue, Ste. 300 Anaheim CA 92806 INSURER B:Catlin Insurance Company, Inc. $1,000,000 - INSURER Charter Oak Fire Insurance Company '25615 INSURE RD: _ INSURE0. E: - INSURER F COVERAGES L.�rcun�eXm nenloon. ��--•--- .._-._._.... THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURE0 NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INST LA TYPE OF INSURANCE BAD WVO POLICY NUMBER POLICY EFF MMNDnTYY POLICY EXE MosuYYYY LIMITS PO Box 399 X COMMERCIAL GENEML LIABILITY �] OCCUR CIAIMSMAOE X ,.na_v.0 All fi391158P020 119/2014 11/9/2015 EACH OCCURRENCE 5 PREMI5EDAMAGE TORENTEa occurtuL encef $1,000,000 - $1000,000 MET ExP(ATOrn aeon) $10000_ X Contractual _. X BFPD XCU PERSONAL b ATV INJURY $1.000000 _ IGEN L AGGREGATE LIMIT APPLIES PER '. 'GENERAL AGGREGATE $2,000.000 I POLICY n PRO a,LOC JECT PRODUCTS - COMPIOP A. $2,UDe000 _ DEDUCTIBLE $NONE OTHER: A AuTOMOBILE LIABILITY 81D11581.011/912014 11/9!2015 NEU GIE LIMIT LEN ai BIT X00,000 - POP LY NNFY(Par person) I$ A ANY AUTO LEO UiOSNET AUTOS NONOwrvET X HIREDAUTOS Auros MOODY PUTRY(Per aruiden0 $ PR OPERTr DAMAGE (Per acclLang 8 _ $ LIMBSell Lela OCCUR EACH OCCURRENCE $ - EXCESSMAB CLAIMS MADE AGGREGATE $ - UBTD4PB16 1/9/2014 1119/2015 pER or : X STAT UTE ER $ DED RETENTION$ WORKERS COMPENSATION ANDEMPLOYERS' LIABILITY YIN ANV PROPRIFTONPARTNENE%ECUTIVE O..NIP OFFICEWMEMBER EXCLUDED' IMantlalory in NH) - EL_EACH ACCITENL _ _ _.. $1,000,000 sill,OD0,000 EL DISFASEEAEMPLOYE l yes de—,a soder DESCRIPTION OF OPERATIONS below ..DISEASE -POLICY LIMIT A00,000 B Professional Liability C OMS MadeAnnual AED977441115 11/92014 1 /912015 Per Claim $1,000,000 Ag9m9XP $1000,000 Fadoctlble $250,000 DESCRPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACO0.O 1m, A4EIEonal RemarXs SCM1etlule, may Oe aXxM1 E I1 more apace I - MI General Liability policy excludes claims arising out of the performance Of professional services. Independent Contractors are included as respects to General Liability. 30 Day NOC/10 Day for Non Pay of Prem Re: Professional public works consulting services. City Of Rosemead, its officials, employees and agents are additional insured as respects to General Liability as required by written Contract. Primary and Non -Contributing Coverage, Cross Liability coverage, Waiver of Subrogation applies to GL as required by written contract. Primary and Non -Contributing coverage, Waiver Of Subrogation applies to Auto Liability as required by written Contract. (INDUSTRY) GERI [FICA I E HOLDER --- SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Rosemead Attn: Rafael Fajardo, Associate Civil Engineer ACCORDANCE WITH THE POLICY PROVISIONS. AUTNOR2ED REPRESENTATIVE PO Box 399 Rosemead CA 91770 Tui„., J :'taiga ,.na_v.0 All Arnon DA 19MA/011 The ACORD name and logo are registered marks of ACORD ✓ V COMMERCIAL AUTO 810115SP020 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Fonn apply unless modi- fied by the endorsement. GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS F. HIRED AUTO - LIMITED WORLDWIDE COVERAGE -INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE - GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II - LIABILITY COW ERAGE Any organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately Insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in AA., Who Is An Insured, of SECTION It - LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF USE - INCREASED LIMIT 1. PHYSICAL DAMAGE - TRANSPORTATION EXPENSES - INCREASED LIMIT J. PERSONAL EFFECTS K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS executed by you before the "bodily injury' or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Liability Cover- age, but only for damages to which this insurance applies and only to the extent that person or or- ganization qualifies as an "insured" under the Who is An Insured provision contained in Section it. C. EMPLOYEE HIRED AUTO The following is added to Paragraph AA., Who is An Insured, of SECTION II - LI. ABILITY COVERAGE: An "employee" of yours is an "insured" while operating an 'auto' hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. CA T3 53 03 10 © 2010 The Travelers Indemnity Company. Page 1 of 4 Includes copyrighted meteriel of Insurance Services Offloe, fine. whh Its permission, COMMERCIAL AUTO 2. The following replaces Paragraph b. in B.S., within such country or jurisdiction, for Liability "auto" Other Insurance, of SECTION IV — BUSI- Coverage for any covered that you lease, hire, rent or bar" without a driver for NESS AUTO CONDITIONS: a period of 30 days or less and that is not an b. For Hired Auto Physical Damage Cover- "auto' you lease, hire, rent or borrow from age, the following are deemed to be cov- any of your "employees', partners (if you are ered "autos" you own: a partnership), members (if you are a limited (1) Any covered "auto" you lease, hire, liability company) or members of their house - rent or borrow; and holds. (2) Any covered "auto" hired or rented by (a) With respect to any claim made or "suit" your "employee" under a contract in brought outside the United States of that individual "employee's" name, America, the territories and possessions with your permission, while perform- of the United States of America, Puerto Ing duties related to the conduct of Rico and Canada: your business. (t) You must arrange to defend the "in - However, any "auto" that is leased, hired, sured" against, and investigate or set - rented or borrowed with a driver is not a tle any such claim or "suit" and keep covered "auto". us advised of all proceedings and ac - D. EMPLOYEES AS INSURED tions. (11) Neither you nor any other Involved The following is added to Paragraph A.1., Who Is "insured" will make any settlementwithout An Insured, of SECTION It —LIABILITY COV- our consent. ERAGE: Any "employee" of yours is an "insured" while us- a (Ili) We may, at defending ourdiscretion, ago partInspate ing covered "auto" you don't own, hire or borrow in the settlement of, any claim or in your business or your personal affairs. ^suit". E. SUPPLEMENTARY PAYMENTS — INCREASED (Iv) We will reimburse the "insured' for LIMITS sums that the "insured" legally must 1. The following replaces Paragraph A.2.a.(2), pay as damages because of "bodily of SECTION II — LIABILITY COVERAGE: Injury" or "property damage" to which (2) Up to $3,000 for cost of bail bonds (in- this insurance applies, that the "in- cluding bonds for related traffic law viola- "accident" sured" pays with our consent, but Para - the limit mitOf tions) required because of an to furnish onlyldescribed rayh Cto ce, of SEC- we cover. We do not have T ION II — LIABILITY COVERAGE. these bonds. 2. The following replaces Paragraph A.2.a.(4), (v) We will reimburse the "insured" for incurred SECTION II — LIABILITY COVERAGE: the reasonable expenses of (4) All reasonable expenses incurred by the with our consent for your investiga- tion of such claims and your defense "insured" at our request, including actual of the "insured" against any such loss of earnings up to $500 a day be- suit", but only up to and included cause of time off from work within the limit described in Para - F. HIRED AUTO — LIMITED WORLDWIDE COV- graph C., Limit Of Insurance, of ERAGE— INDEMNITY BASIS SECTION It — LIABILITY COVER - The following replaces Subparagraph (5) in Para- AGE, and not in addition to such limit, graph 6.7., Policy Period, Coverage Territory, Our du to make such payments b when we have used up the ap- of SECTION IV —BUSINESS AUTO CONDI- ends pliable limit of insurance a pay- TIONS: ments for damages, settlements or (5) Anywhere in the world, except any country or defense expenses. jurisdiction while any trade sanction, em- imposed by the This bargo , or similar regulation collectible other insurance available United States of America applies to and pro- and hibits the transaction of business with or Page 2 of 4 ® 2010 The Travelers indemnity company. CA T3 53 03 10 Insurance Services Office, Inc. wdh Its permission. Includes copyrighted material of G. H. to the "insured' whether primary, excess contingent or on any other basis. (c) This insurance is not a substitute for re- quired or compulsory insurance in any country outside the United States, its ter- ritories and possessions, Puerto Rico and Canada. You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. (d) It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. WAIVER OF DEDUCTIBLE —GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT The following replaces the last sentence of Para- graph .b., Loss Of Use Expenses, of SEC- TION III 4PPHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one 'accident". PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT The following replaces the first sentence in Para- graph AA.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a wv- ered "auto" of the private passenger type. COMMERCIAL AUTO J. PERSONAL EFFECTS The following is added to Paragraph AA., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Personal Effects We will pay up to $400 for "loss" to wearing ap- parel and other personal effects which are: (1) Owned by an "Insured"; and (2) In or on your covered "auto". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Effects coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags In a covered "auto" you own that in- nate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy: b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV — BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized represents - five prompt notice of the "accident" or 'loss" ap- plies only when the "accident" or "loss" is known to: (a) You (if you are an individual); (b) A partner ('If you are a partnership); (c) A member (if you are a limited liability com- pany); (d) An executive officer, director or insurance manager (If you are a corporation or other or- ganization); or (e) Any "employee" authorized by you to give no- tice of the "accident" or 'loss". CA T3 53 03 10 ® 2010 The Travelers Indemnity Company, Page 3 of 4 Includes copyrighted material of Insurence Services Office, Ino with its permission. COMMERCIAL AUTO M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.S., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- TIONS: Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or 'loss" arises out of operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph 6.2., Con- cealment, Misrepresentation, Or Fraud, of SECTION IV —BUSINESS AUTO CONDITIONS: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non -renewal. Page 4 of 4 0 2010 The Travelers Indemnity Company. CA T3 53 03 10 Includes copyrighted matenal of Insurance Services Office, Ina with Its permission. COMMERCIAL GENERAL LIABILITY 6301158P020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", 'property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies. The person or organization does not quality as an additional insured with respect to the independent acts or omissions of such person or organization. The insurance provided to such additional insured is limited as follows: c. In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the in- surance provided to the additional insured shall be limited to the limits or liability required by that "written contract requiring insurance". This endorsement shall not increase the limits of insurance described in Section III — Limits Of Insurance. d. This insurance does not apply tothe render- ing of or failure to render any "professional services" or construction management errors or omissions. e. This insurance does not apply to "bodily in. jury" or "property damage" caused by "your work" and included in the "products - completed operations hazard" unless the "written contract requiring insurance" specif- cally requires you to provide such coverage for that additional insured, and then the insur- ance provided to the additional insured ap- plies only to such "bodily injury" or "property damage" that occurs before the end of the pe- riod of time for which the "written contract re- quiring insurance" :equires you to provide such coverage or the end of the policy period, whichever is earlier. 2. The following is added to Paragraph 4.a. of SEC- TION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS. The insurance provided to the additional insured is excess over any valid and collectible "other in- surance", whether primary, excess, contingent or on any other basis, that is available to the addi- tional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the ad- ditional insured under this Coverage ?art mus' apply on a primary basis or a primary and non- contributory basisthis insurance is primary to "other insurance" available to :he additional in- sured which covers that person or organization as a named insured for such loss. and we will not share with that "other insurance'. But this insur- ance provided to the additional insured still is ex- cess over any valid and collectible "other insur- once", whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any "other insurance'. 3. The following is added to SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDITIONS: Duties Of An Additional Insured As a condition of coverage provided to the addi- tional insured: a. The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, s.ch notice should include'. CG 04 14 04 08 0 2(708'. he Travelers Compari es, nc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY I- How, when and where the "occurrence' or offense took place; li. The names and addresses of any injured persons and witnesses; and III. The nature and location of any injury or damage arising out of the "occurrence" or offense. It. If a claim is made or "suit" is brought against the additional insured, the additional insured must: I. Immediately record the specifics of the claim or "suit" and the date received; and ii. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit' as soon as practicable. c. The additional insured must immediately send us copies of all legal papers received in con- nection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit', and oth- erwise comply with all policy conditjons. d. The additional insured must tender the de- fense and indemnity of any claim or "suit" to any provider of other insurance which would cover the additional insured for a loss we cover, However, this condition does not affect whether this insurance provided to the addi- tional insured is primary to that other insur- ance available to the additional insured which covers that person or organization as a named insured. 4. The following is added to the DEFINITIONS Sec- tion: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or or- ganization as an additional insured on this Cover- age Part, provided that the "bodily injury" and "property damage" occurs and the "personal In- jury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you'. b. While that part of the contract or agreement is in effect: and c. Before the end of the policy period Page 2 of 2 02006 The Travelers ComFamss. me CG D414 04 08 POLICY NUMBER: 6301158PO20 COMMERCIAL GENERAL LIABILITY CG 24 04 10 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: AS REQUIRED BY WRITTEN CONTRACT (If no entry appears above, Information required to complete this endorsement will be shown In the Declarations as applicable to this endorsement.; The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV - COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the penton or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work' done under a contract with that person or organization and included in the "products -completed operations hazard" This waiver applies only to the person or organization shown in the Schodule above. CG 24 04 10 93 Copyright, Insurance Services Office, Inc., 1992 PROFESSIONAL SERVICES AGREEMENT C I ry C4<K GARVEY AVENUE SEWER RELIEF LINE PROJECT — GEOTECHNICAL ENGINEERING INSPECTION AND TESTING SERVICES (WILLDAN ENGINEERING, INC.) PARTIES AND DATE. This Agreement is made and entered into this day of 20 (Effective Date) by and between the City of Rosemead, a municipal or anization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Willdan Engineering, Inc. with its principal place of business at 1515 South Sunkist Street, Suite E, Anaheim, CA 92806 ("Consultant'). City and Consultant are sometimes individually referred to herein as "Party" and collectively as 'Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional geotechnical engineering inspection and testing 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 professional geotechnical engineering inspection and testing services forthe Garvey Avenue Sewer Relief Line Project ("Project'), also referred to as "Services" as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional geotechnical engineering services WILLDAN ENGINEERING, INC. Page 2 of 10 necessary for the Project, herein referred to as "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 the Effective Date shown above to June 30, 2016 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 is necessary to complete the Services 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor: The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional. personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services: Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements: All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel: Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or 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 WILLDAN ENGINEERING, INC. Page 3 of 10 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. 3.2.5 City's Representative: The City hereby designates the City Engineer, 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 Agreement. 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 will designate a 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/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Consultant agrees to work closely -with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard' of care provided for herein. 3.2.9 Laws and Regulations: Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. WILLDAN ENGINEERING, INC. Page 4 of 10 3.2.10 Insurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety: Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed Fifteen Thousand Seven Hundred and Forty -Five Dollars ($15,745.00). 'Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment and Compensation: Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 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 California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("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 WILLDAN ENGINEERING, INC. Page 5 of 10 applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. 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. 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. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this 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: WILLDAN ENGINEERING, INC. Page 6 of 10 CONSULTANT: CITY: Willdan Engineering, Inc. 1515 South Sunkist Street, Suite E Anaheim, CA 92806 Attn: Ross Khiabani, P.E., GE Phone: (714) 634-3318 City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Rafael M. Fajardo P.E., City Engineer Phone: (626) 569-2151 Fax: (626) 569-2303 Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality: All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity WILLDAN ENGINEERING, INC. Page 7 of 10 pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification: To the fullest extent permitted bylaw, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or relating to any negligence, errors or omissions, recklessness, or willful misconduct of Consultant, its officials, officers, employees, agents, and Consultants arising out of or in connection with the performance of the Consultant's Services, including without limitation the payment of all consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, official's officers, employees, agents, or volunteers. 3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. WILLDAN ENGINEERING, INC. Page 8 of 10 3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement" shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicitor 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 understate 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. 3.5.19 Equal Opportunity Employment: Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee WILLDAN ENGINEERING, INC. Page 9 of 10 or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement: Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required: Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next page] WILLDAN ENGINEERING, INC. Page 10 of 10 CITY OF ROSEMEAD WILLDAN ENGINEERING, INC. G-_-- 8jtores By: By� A[&, y Manager D t Date Name: Attest: Title: ✓ i! V ity Cle k Dat [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONSULTANT REQUIRED] Approved as to Form: By / t� Date Name: achel .Richman Date City Attorney Title: t WILLDAN ENGINEERING, INC. EXHIBIT A SCOPE OF SERVICES SEE REQUEST FOR PROPOSAL (RFP) AND CONSULTANT'S PROPOSAL A-1 WI LLDAN IY Vending Geotechnical reach June 30, 2015 Mr. Rafael Fajardo City Engineer City of Rosemead 8838 E. Valley Boulevard Rosemead, California 91770 Subject: Proposal to Provide Geotechnical Engineering Inspection and Testing Services, Proposed 15" VCP Sewer along Bartlett Ave, Garvey Avenue Sewer Relif Line Project, City of Rosemead, California Dear Mr. Fajardo: Willdan Geotechnical is pleased to present this proposal to provide the City of Rosemead ("City") with geotechnical engineering inspection and testing services for construction of the subject proposed VCP Sewer line. The following Scope of Work and Cost Breakdown are based on the information from our investigation and estimated production of about 100 linear feet per day for duration of approximately 25 working days. We propose that our services be provided on a time and Omaterial basis. Scope of Work Our proposed scopes of services are: ✓ Attending Preconstruction Meeting and Review of Project Plans and Specifications; ✓ Field Observation and Soil Testing: o Evaluation of Trench Excavations, o Evaluation of Earth Material to be used as backfill, o Evaluate Compaction Procedures and Review Shoring Design, o Testing of Compaction and Moisture Content, o Asphalt Testing. ✓ Laboratory Testing: o Maximum Density (Modified Proctor) Testing of Soils and Aggregate, o Gradation, Atterberg Limits, and Sand Equivalency. ✓ Engineering Support, Technical Management, and QA/QC; ✓ Final Report Preparation. Engineering I Geotechnical I Environmental I Sustainability I Financial I Homeland Security 714.634.3318 1 fax: 714.634.3372 11515 South Sunkist Street, Suite E, Anaheim, CA 92806 1 www.willdan.com City of Rosemead Bartlett Ave Sewer Construction Project Estimated Fees — Cost Breakdown Our estimated fee is Fifteen Thousand Seven Hundred Forty Five Dollars ($15,745) and is based on our best judgment. Since actual work effort may vary depending on field conditions and contractor schedule, we will provide our services on a time and material basis, and only as requested and authorized by the City's Inspector and/or Project Manager. We will review this cost once a construction schedule is a provided by the selected contractor. Assumptions and Limitations (i) We understand that this is a PREVAILING WAGE project. (ii) Weekends, holidays, and overtime hours are not included in this estimate. (iii) As a consultant and testing laboratory we don't have any control on the schedule of the construction, therefore this estimate may be considered for budgeting purposes only. We appreciate the opportunity to submit this proposal. Willdan Geotechnical has the right team with the right experience for the Geotechnical Observation and Material Testing Services needs of the City of Lawndale for construction of the proposed Storm Drain. If you have any questions, please contact either of the undersigned. Respectfully submitted, WILLDAN GEOTECHNICAL Ross Khiabani, PE, GE Director of Geotechnical Services Enclosures: Detail Cost Breakdown GEOTECHNICAL SERVICES FOR BARTLETT SEWER LM CONSTRUCTION I-XIIf11TA/:r Y-IIZKII-II Unit No. of Item Description Unit Rate Units Cost Preconstruction Meeting Registered Geotechnical Engineer Hours $ 185 2 $ 370 Field Vehicle Usage Hours $ 5 2 $ 10 Field Observations and Soils Testing Senior Soils Technician, Prevailing Wages (20 Working Days) Hours $ 85 120 $ 10,200 Registered Geotechnical Engineer Hours $ 185 6 $ 1,110 Field Vehicle Usage Hours $ 5 120 $ 600 Laboratory Testing Soils (ASTM D 1557-00 Methods A & B) Each $ 160 2 $ 320 Aggregate (ASTM D 1557-00 Method C) Each $ 175 1 $ 175 Grain Size Distribution (ASTM D422) Each $ 75 1 $ 75 Sand Equivalent (ASTM D2419) Each $ 75 1 $ 75 Engineering Support, Technical Management, OA/OC Registered Geotechnical Engineer Hours $ 185 6 $ 1,110 Report Preparation Registered Geotechnical Engineer Hours $ 185 4 $ 740 Senior Staff Engineer/Geologist Hours $ 120 8 $ 960 ESTIMATED TOTAL: $ 15,745 WILLDAN ENGINEERING, INC. EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement orendorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000.00 per occurrence. 21 WILLDAN ENGINEERING, INC. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are licensed carriers in the state of California and with an A.M. Bests rating of A- orbetterand a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and.to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Consultant and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. M WILLDAN ENGINEERING, INC. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all, such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. B-3 WILLDAN ENGINEERING, INC. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or WILLDAN ENGINEERING, INC. Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. M ® A� D CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DO/YYYY) 10/29/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Dealey, Renton & Associates CONT NAMEACT Karin Thor PHONE . 714 427-6810 FAX P. O. Box 10550 Santa Ana CA 92711-0550 E-MAILkthorp@insdra.com , X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑X OCCUR Rosemead CA 91770 INSURERS AFFORDING COVERAGE NAIC # INSURER A:Travelers Property Casualty Co of 25674 11/9/2014 INSURED INSURERB;Catlln Insurance Company, Inc. INSURERC:Charter Oak Fire Insurance Company 25615 Willdan Engineering INSURER D: 2401 E. Katella Avenue, Ste. 300 Anaheim CA 92806 INSURER E : INSURER F : corinrnrc numnoco. F391nin.qA RPVIRIr1N NIIMRFR- liVVlr\MV THIS IS TO CERTIFY THAT THE POLICIES OF INSUrRANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR INSURANCE TYPE OF INS INSD MD POLICY NUMBER POLICY EFF MMIDDI POLICY EXP MM/DD LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑X OCCUR Rosemead CA 91770 i <litl..r1�,. sd 6CYlp 6301158PO20 11/9/2014 11/9/2015 EACH OCCURRENCE $1,000,000 PREMISES (E. orcurrence $1,000,000 MED EXP (Any one person) $10,000 X Contractual x BFPD XCU PERSONAL &ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OP AGG $2,000,000 POLICY T POT D LOC OTHER: DEDUCTIBLE $NONE A AUTOMOBILE LIABILITY 810115SP020 11/9/2014 11/9/2015 Ee accident SINGLE LIMIT $1000,000 BODILY INJU RY(Per person) $ X ANY AUTO IODILY INJURY(Peraccldent) $ ALL OWNED SCHEDULED NON -OWNED X HIRED AUTOS X AUTOS AUTOS PROPERTYDAMAGE $ Is UMBRELLA LIAB OCCUR RRENCE $ $ EXCESS LIAB CLAIMS -MADE DED RETENTION$ $ C WORKERS COMPENSATION U67D417816 11/9/2014 1119/2015 PER E ERH AND EMPLOYERS' LIABILITY ANY PROPRILTOR/PARTNERIEXECUTIVE YIN OFFICER/MEMBER EXCLUDED? FN (Mandatory in NH) NIA E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE LIMIT $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below - - B Professional Liability Professional Claims Made AED977441115 11/9/2014 1119/2015 Per Claim $1,000,000 Annual Aggregate $1,000,000 Deductible $250,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remade; Schedule, maybe attached if more space is required) General Liability policy excludes claims arising out of the performance of professional services. Independent Contractors are included as respects to General Liability. 30 Day NOC/10 Day for NonPay of Prem Re: Professional public works consulting services. City of Rosemead, its officials, employees and agents are additional insured as respects to General Liability as required by written contract. Primary and Non -Contributing coverage, Cross Liability coverage, Waiver of Subrogation applies to GL as required by written contract. Primary and Non -Contributing coverage, Waiver of Subrogation applies to Auto Liability as required by written contract. (INDUSTRY) CANCFI I ATInN ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Rosemead ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Rafael Fajardo, Associate Civil Engineer AU HORIZED REPRESENTATIVE PO Box 399 Rosemead CA 91770 i <litl..r1�,. sd 6CYlp ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTO 8101158P020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a generai cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties; and what is and is not covered. A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS F. HIRED AUTO — LIMITED WORLDWIDE COVERAGE — INDEMNITY BASIS G, WAIVER OF DEDUCTIBLE —GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An insured, of SECTION II — LIABILITY COV- ERAGE: ,Any organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately Insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. B, BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION 11 — LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT L. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT J. PERSONAL EFFECTS K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS executed by you before the "bodily Injury" or "property damage" occurs and that is In effect during the policy period, to be named as an addi- tional insured is an "insured" for Liability Cover- age, but only for damages to which this Insurance applies and only to the extent that person or or- ganization qualifies as an "insured" under the Who Is An Insured provision contained in Section L C. EMPLOYEE HIRED AUTO The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — LI- ABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. CA T3 53 03 10 0 2010 The Travelers Indemnity Company. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Ino, with Its permission. COMMERCIAL AUTO 2. The following replaces Paragraph b. in 8.5., Other Insurance; of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while perform- ing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". D, EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who is An Insured, of SECTION Il — LIABILITY COV- ERAGE' Any "employee" of yours is an "insured" white us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS 1. The following replaces Paragraph A.2.2.(2), of SECTION 11— LIABILITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A,2.a.(4), of SECTION 11— LIABILITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE — INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph B.7., Policy Period, Coverage Territory, of SECTION IV — BUSINESS AUTO CONDI- TIONS: (5) Anywhere in the world, except any country or jurisdiction while any trade sanction, em- bargo, or similar regulation imposed by the United States of America applies to and pro- hibits the transaction of business with or within such country or jurisdiction, for Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their house- holds. (a) With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada: ("r) You must arrange to defend the "in- sured" against, and investigate or set- tle any such claim or "suit" and keep us advised of all proceedings and ac- tions. (ii) Neither you nor any other involved "Insured" will make any settlement without our consent. (iii) We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". (lv) We will reimburse the "Insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "in- sured" pays with our consent, but only up to the limit described in Para- graph C., Limit Of Insurance, of SEC- TION II — LIABILITY COVERAGE. (v) We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investiga- tion of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Para- graph C., Limit Of Insurance, of SECTION it — LIABILITY COVER. AGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the ap- plicable limit of insurance in pay- ments for damages, settlements or defense expenses. (b) This insurance is excess over any valid and collectible other Insurance available Page 2 of 4 © 2010 The Travelers Indemnity Company. CA T3 53 03 10 Includes copyrighted material of Insurance Services Office, Inc. with its permission. to the "insured" whether primary, excess contingent or on any other basis. (c) This insurance Is not a substitute for re- quired or compulsory insurance in any country outside the United States, its ter- ritories and possessions, Puerto Rico and Canada. You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. (d) It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE — GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto' will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT The following replaces the last sentence of Para- graph AA.b., Loss Of Use Expenses, of SEC- TION 111 — PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use Is $65 per day, to a maximum of $750 for any one "accident'. t, PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Para- graph AA.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto' of the private passenger type. COMMERCIAL AUTO J. PERSONAL EFFECTS The following is added to Paragraph AA., Cover- age Extensions, of SECTION ill — PHYSICAL DAMAGE COVERAGE: Personal Effects We will pay up to $400 for 'loss" to wearing ap- parel and other personal effects which are: (1) Owned by an "Insured'; and (2) In or on your covered "auto'. This coverage applies only in the event of a total theft of your covered "auto'. No deductibles apply to this Personal Effects coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to 'loss" to one or more airbags in a covered "auto' you own that in- flate due to a cause other than a cause of 'loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto' is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one 'loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV — BUSINESS AUTO CONDITIONS: Your duty to give us or our author€zed representa- tive prompt notice of the "accident' or 'loss" ap- plies only when the "accident' or 'loss" is known to: (a) You (if you are an individual); (b) A partner (if you are a partnership); (c) A member (if you are a limited liability com- pany); (d) An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or (e) Any "employee" authorized by you to give no- tice of the "accident' or "loss". CA T3 53 03 10 © 2090 The Travelers Indemnity Company. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.S., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Con- cealment, Misrepresentation, Or Fraud, of SECTION IV —BUSINESS AUTO CONDITIONS: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non -renewal. Page 4 of 4 © 201 0 The Travelers Indemnity Company. CA T3 53 03 10 Includes copyrighted material of Insurance Services Office, Inc, with Its permission. COMMERCIAL GENERAL LIABILITY 6301158PO20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to'SECTION II —WHO IS plies only to such "bodily injury' or "property AN INSURED: damage' that occurs before the end of the pe - Any person or organization that you agree in a riod of time for which the "written contract re- written contract requiring insurance" to include as quiring insurance" requires you to provide an additional insured on this Coverage Part, but: such coverage or the end of the policy period, whichever is earlier. a Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The insurance provided to such additional insured is limited as follows: c. In the event that the Limits of insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the in- surance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance" This endorsement `shall riot increase the limits of insurance described in Section III — Limits Of Insurance. d. This insurance does not apply to the render- ing of or failure to render any "professional services" or construction management errors or omissions. e. This insurance does not apply to "bodily in- jury" or "property damage" caused by "your work" and included in the "products - completed operations hazard" unless the "written contract requiring insurance" specifi- cally requires you to provide such coverage for that additional insured, and then the insur- ance provided to the additional insured ap- 2. The following is added to Paragraph 4.a. of SEC- TION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible "other in- surance", whether primary, excess, contingent or on any other basis, that is available to the addl- tional insured for a loss we cover, However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the ad- ditional insured under this Coverage Part must apply on a primary basis or a primary and non- contributory basis, this insurance is primary to "other insurance" available to -he additional in- sured which covers that person or organization as a named insured for such loss, and we will not share with that "other insurance". But this insur- ance provided to the additional insured still is ex- cess over any valid and collectible "other insur- ance", whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any "other insurance". 3. The following is added to SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDITIONS: Duties Of An Additional Insured As a condition of coverage prov;ded to the addi- tional insured: a. The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, such notice shou{d include: CG D4 14 04 08 © 2008 The Travelers Compan'es, mc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY 1, How, when and where the "occurrence" or offense took place; U. The names and addresses of any Injured persons and witnesses; and iii. The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against the additional Insured, the additional insured must: i. Immediately record the specifics of the claim or "suit" and the date received; and fl. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. The additional insured must immediately send us copies of all legal papers received in con- nection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and oth- erwise comply with all policy conditions. d. The additional insured must tender the de- fense and indemnity of any claim or "suit" to Page 2 of 2 any provider of other insurance which would cover the additional insured for a loss we cover. However, this condition does not affect whether this insurance provided to the addi- tional insured is primary to that other insur- ance available to the additional insured which covers that person or organization as a named insured, 4. The following is added to the DEFINITIONS Sec- tion: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or or- ganization as an additional insured on this Cover- age Part, provided that the "bodily injury" and "property damage" occurs and the "personal in- jury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period, ©2008The Travelers Companies, Inc. CO D4 14 04 08 .5 POLICY NUMBER: 6301158PO20 COMMERCIAL GENERAL LIABILITY CG 24 0410 93 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization; AS REQUIRED BY WRITTEN CONTRACT (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV - COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard" This waiver applies only to the person or organization shown in the Schedule above. CG 240410 93 Copyright, Insurance Services Office, Inc., 1992 CITY OF ROSEMEAD PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE This Agreement is made and entered into this 281" day of April 2015 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Willdan Engineering ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." i� 7��1Y/_1tF9 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 building and plan check 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 building and plan check services ('Project") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional building and plan check 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 July 1 2015 to June 30. 2018, and may be extended for up to two (2) additional Vear(s) by the City, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor Willdan Engineering Professional Services Agreement July 1, 2015 — June 30. 2018 Page 2 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 Scope of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Scope of Services set forth in Exhibit "A" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Scope of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or 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: James Donovan (CBO) 3.2.5 City's Representative. The City hereby designates the Community Development 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. Willdan Engineer ng Professional services Agreement July 1, 2015—June 30, 2018 Page 3 3.2.6 Consultant's Representative. Consultant hereby designates Jim Guerra (Consulting Building Official), or his 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/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, Consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub -Consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, 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. Willi Engineering Professional Services Agreement July 1, 2015 - June 30, 2018 Page 4 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Architect shall maintain prior to the beginning of and for the direction of this Agreement insurance coverage as specified in Exhibit "C" attached to and part of this agreement. 3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference. The total compensation shall not exceed Fifty -Five percent (55%) of Plan Check fees and Sixty percent (60%) of Building Permit fees collected except for inspection services provided for permits issued before the effective date of this agreement without advance written approval of the City manager's project manager. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement, 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 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. Mlldan Engineering Professional Services Agreement July 1, 2015 — June 30, 2018 Page 5 3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, at seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("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 agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. 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 atthe Consultant's principal place of business and at the project site. 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. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. Willdan Engineering Professional Services Agreement July 1, 2015—June 30, 2018 Page 6 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this 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: Willdan Engineering 650 E. Hospitality Lane, Suite 250 San Bernardino, California 92408 Attn: Mr. Ronald L. Espalin, PE Director of Building and Safety CITY: City of Rosemead 8838 E. Valley Boulevard Rosemead, CA 91770 Attn: Community Development Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Willdan Engineering Professional Services Agreement July 1, 2015 — June 30, 2018 Page 7 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, Consultants and contractors arising out of or in connection with the performance of the Services, the Project orthis Agreement, including without limitation the payment of all consequential damages and attorney's fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, official officers, employees, agents or volunteers 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. Willdan Engineering Professional Services Agreement July 1, 2015 — June 30, 2018 Page 8 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other Consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. Willi Engineering Professional Services Agreement July 1, 2015 -June 30, 2018 Page 9 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or sub -Consultants 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. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. (SIGNATURES ON NEXT PAGE) Willdan Engineering Professional Services Agreement July 1, 2015—June 30, 2018 Page 10 CITY OF ROSEMEAD By:— JefAllrder City Manager Attest: J 4, Carol Cowley City Clerk Approved as to form RaChEl�icgefian Burk l jams & Sorensen, LLP City Attorney WILLDAN ENGINEERING By: ames . Guerra Direct r of Building & Safety EXHIBIT A SCOPE OF SERVICES General Consultant shall provide building and safety services as requested by the City. Such services shall include enforcement of the City's building laws and codes. Such enforcement shall include the duties set forth in the ordinance of the City for the Building Official and, in the performance of such work, the officials, plan reviewers and building inspectors of Consultant shall have the powers, duties and discretion of Building Official of the City. Under the California Building Code (CBC) Section 104 as amended by Los Angeles County Title 26 and adopted by the City, the Building Official is directed to perform certain tasks as described in the CBC. When acting in accordance with Section 104, the Building Official is afforded certain protection from liability per section 104.2.6. As City's authorized representative, Consultant shall be deemed to have the same right to protection from liability to the maximum extent allowed by law. This section is not intended and shall not operate to in any way increase City's liability or decrease its lawful immunity from liability. Building Official Duties of the Building Official shall include but not be limited to the following: • The Building Official is authorized to enforce all provisions of the City Building Codes, Residential Codes, Plumbing Codes, Electrical Codes, Mechanical Codes, Green Building Standards, and Building Energy Conservation, and to make all inspections pursuant to the provisions of each code. • The Building Official shall have the power to render interpretations of these codes and to adopt and enforce rules and supplemental regulations in order to clarify the application of its provisions. Plan Review Consultant shall review plans prepared by or on behalf of an applicant for compliance with the Building laws of the City and State. When satisfied that the plans comply the applicable Building laws of the City and State, Consultant shall approve plans and forward to City for issuance of permit. Full -Time Dedicated Staff The full-time dedicated staff shown below is the minimum number that must be assigned to the City. • Building Official • Building Inspector • Permit Technician In addition, the Consultant will be required to provide additional staff, as needed, to meet the demands of an increase in workload. A-1 Counter Coverage The Consultant will be required to provide counter coverage Monday — Thursday 7:00 a.m. to 6:00 p.m. In addition, over the counter plan check review services must be provided at a minimum Monday — Thursday 7:00 a.m. to 10:00 a.m. and 5:00 p.m. to 6:00 p.m., and as requested from the public by appointment. Plan Check Services All plan checks will be performed by the Consultant. The Consultant is expected to work closely with the Planner and Engineer assigned to each project, including review of final plan check as Building Official. The services must include plan review of construction drawings to ensure compliance with building codes and related Municipal Code requirements. Plan check services must include, but not be limited to, the disciplines of Building, Residential, Plumbing, Electrical, Mechanical, Green Building Standards, and Building Energy Conservation. Additionally, geotechnical, seismic, and any other disciplines necessary for plan checks are to be included as part of the consultant's percentage fee. The Building Official and Inspector(s) work in coordination with the Planning and Engineering staff to ensure full compliance with all Federal, State, and local codes. California Building Laws The City of Rosemead adopts the California Building Laws as amended by County of Los Angeles. Once the State of California and County of Los Angeles have completed their adoption process, the Consultant will be required to provide the necessary materials (i.e. staff report, ordinances, resolutions, etc.) for the City to adopt the County Codes and will be required to attend the City Council meeting(s) for said items. Inspection Services The Consultant will provide all inspection services for all construction, and construction related activity Monday — Thursday 7:00 a.m. to 6:00 p.m. and on Fridays from 7:00 a.m. to 12:00 p.m. Inspection services must be performed by ICC certified Building Inspector(s). Inspection services will not be expected on the following days unless otherwise requested by the City Manager or designee as noted under the section called "Weekend/Holiday/After Work Hour Inspections". • New Year's Day • Martin Luther King, Jr. Day • President's Day, Memorial Day • Independence Day • Memorial Day • Labor Day • Veteran's Day • Thanksgiving Day • Christmas Day Weekend/Holiday/After Work Hour Inspections The Consultant will be required to provide occasional weekend, holiday, and after work hour inspections as requested by the City Manager or designee. A-2 No Fee/City Projects The Consultant will be required to process and inspect no fee and City projects at no additional cost to the City or the applicant. Technology Permits are input into the HDL system at the same time the permit is issued or plan check fees are collected. The Consultant will be expected to know and use the HDL system as well as updating the increase in fees in the system annually. Transportation of Plans The consultant will be required to provide daily transportation of all plans for projects that exceed the capability of the onsite staff to properly provide plan check services in a timely manner from and to City Hall. Disaster Safety Assessment The Consultant will be required to provide disaster safety assessment of all buildings in the event of a disaster as requested by the City Manager or designee. In addition, the Consultant will be required to provide emergency inspections, as needed, due to natural or manmade disasters (i.e. fire, auto accident, etc.). Reports The Consultant will be required to produce: • the Building Division Activity report and a summary of plan checks, permits, and inspections to the City on a monthly basis; • the Strong Motion Instrumentation Program (SMIP) report and the Green Fee report and Cover Letter on a quarterly basis or as otherwise required by the State of California, and • the Congestion Management Program report to the City on an annual basis. Invoice The Consultant will be required to submit the monthly Building Division report and Permit Activity report along with the monthly invoice based on the approved all-inclusive percentage fee split. Charges in addition to the all-inclusive percentage fee will not be accepted or approved by the City of Rosemead. Other Services The Consultant will be responsible for all correspondence related to activities of the Building and Safety Division. In addition, The Consultant will be required to respond to complaints, perform investigations, provide problem solving methods for unique or challenging plan check or code interpretation issues, provide report writing and policy & procedure recommendations, and attend City Council meetings as requested by the City Manager or designee. A-3 EXHIBIT B COMPENSATION Consultant shall be compensated for services listed in Exhibit "A" as follows: 1. Plan Checking 55% of City fees - this fee is based on the City's most current fee schedule. This fee will include an initial check and all rechecks. Any subsequent rechecks not based on new corrections added during either initial check or recheck will be performed at Consultant's current hourly rates. 2. Building Inspection 60% of City fees - this fee is based on the City's most current fee schedule. 3. Other Services Other services will be performed on a time and material basis at the Consultant's current hourly rates or an agreed upon lump sum cost not to exceed basis. 4. Hourly Rate Schedule The current hourly rates for the fiscal year 2015-16 are included on page B-2. These rates shall be reviewed and updated as necessary on an annual basis. '31i CITY OF ROSEMEAD SCHEDULE OF HOURLY RATES -Effective July 1, 2014 to June 30, 2015 ENGINEERING Technical Al the ........ .__...... .... .........._........ $81.00 Drafter L..._......_ ......................................... 91.00 Drafter11 .....................................................95.00 120.00 Senlo r Drafter ............................................ ID5.00 GIS Analyst ...... ............ 110.00 GIS Analyst 11 ............................................124.00 114.00 GIS Analyst IIL.........._...............................140.00 MAPP/NG AND EVERT SERVICES Design Engineer I........... ...... ..........._._.....110.00 Survey Analyst L .........................................95.00 Design Engineer II ...................................... }14.00 Designerl..... _.........._........... ,.._....._._.....110.00 Designer II .._......... ............... ........._..,...,..114.00 Calculator I ....................__.......................... Senior Design Engineer I ....... .... ......... ....... 120.00 Senior Design Engineer II .........................124.00 120.00 Senior Designer ..... ....................... ,..... ....... 124.00 Associate Engineer...._.............................129.00 134.00 Design Manager.......................................129.00 134.00 Senior Design Manager.............................139.00 Supervisor - Survey & Mapping ................. Senior Engineer.........................................139.00 140.00 Supervising Engineer....._ ........ 149.00 Program Manager. . ...... ...... .. .. ... ...... _ 167.00 Project Manager ..........._...... ,... ..... ..... ...... 167.00 City Engineer.............................................167.00 Principal Project Manager .........................167.00 Deputy Director.. . ...... ...... ..... .. 176.00 Director _........................ ..... ......... .......... ...181.00 Principal Engineer ... ....... ............. ..___ .... 194.00 CONSTRUCTION MANAGEMENT Labor Compliance Specialist ................. 91.00 Labor Compliance Manager ......................114.00 Utility Coordinator, . ...... ............. ..... ...... 120.00 Assistant Construction Manager.,.._......... 114.00 Construction Manager.............................139.00 Senior Construction Manager. ... _ .......... 144,00 Project Manager ... ............... ............. ,.... ..167.00 Deputy Director.........................................1]6.00 Motor, ___.. _.__.........._ ..........................181.00 INSPECTION SERVICES Assistant Landscape Architect .................. Assistant Public Works Observer •'95.00/104.00 Associate Landscape Architect... _........... 110.00 Public Warks Observer....1......1...-*95.00/104.00 120.00 Principal Landscape Architect. .......... ... Senior Public Works Observer ...................105.00 Principal Project Miniiiiam ..... 167C00 Supervising Public Works Observer........... 114.00 .. 91.00 MAPP/NG AND EVERT SERVICES 95.00 Survey Analyst L .........................................95.00 Building Inspector.....................'"100.00/104.00 Survey Analyst IL .... ............ ......................110.00 Senior Building Inspector .......................... Calculator I ....................__.......................... 95.00 Calculator II _ ............................................105.00 120.00 Senior Plans Examiner... . ..... .......... ..... _ Calculator Ill ....... _._........ ....... _.__..,.... 115.00 134.00 Senior Survey Ana lyst...............................124.00 134.00 Plan Check Engineer_ ................................ Supervisor - Survey & Mapping ................. 144.00 140.00 Principal Project Manager.........................167.00 140.00 Principal Project Manager .........................167.00 VWILLDAN Engineering LANDSCAPE ARCHITECTURE Assistant Landscape Architect .................. 195.00 Associate Landscape Architect... _........... 110.00 Senior Landscape Architect ....................... 120.00 Principal Landscape Architect. .......... ... 140.00 Principal Project Miniiiiam ..... 167C00 BUILDING AND SAFETY Assistant Code Enforcement Officer- ........ 67.00 Plans Examiner Aide ............................_....., 72.00 Assistant Construction Permit Specialist..... 81.00 Construction Permit Specialist .. .......... 7200 Cade Enforcement Officer .......................... 77.00 Assistant Building Inspector ........"91..00/104.00 Senior Code Enforcement Officer., __ ... .. 91.00 Senior Construction Permit Specialist.,....... 95.00 Supervising Construction Permit Speclarst100.00 Building Inspector.....................'"100.00/104.00 Supervisor Code Enforcement ..................110.00 Senior Building Inspector .......................... 110.00 Plans Examiner..........................................110.00 Supervising Building Inspector... ..... ........ 120.00 Senior Plans Examiner... . ..... .......... ..... _ , 120.00 Inspector of Record ..........-........ .... ....... ... 134.00 Deputy Building Official .._.................._.... 134.00 Plan Check Engineer_ ................................ 134.00 Building Official ............... .............. ..... . . 140.00 Supervising Plan Check Engineer .-...... ... 140.00 Principal Project Manager .........................167.00 Deputy Director ......................_... ... ....... ,.. 176.00 Director .....................................................181.00 PLANNING Community Development Technician, 81.00 Planning Technician .................................... 81.00 Assistant Planner. ... . ..... ................ ...... .100.00 Assistant Community Development Planner100.00 Associate Community Development Planner1I0A0 Associate Planner ...................................... 110.00 Senior Community Development Planner. 124.00 Senior Planner.... ___.. ......................124.00 Principal Community Development Planner14000 Principal Planner ... ........ ................ ....... .... 140.00 Deputy Director .....- ... ......... ................... 176.00 Director._ .. ..... .............. ...... .... ........ ...._.... 181.00 ADMINISTRATIVE Computer0ata Ent .... ......... ....... ..... 62.00 Ward Processing ......... _............... ......... .... 62.00 Mileage reimbursement will be charged at the current Federal guideline rate at the time of billing. Vehicles will be charged at a monthly rate of $500.00. .• Prevailing Wage Project, Use $116.00 City of Rosemead B-2 Building and Safety Services Page 121 EXHIBIT C INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less than $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf" basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, sub - Consultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000 per occurrence. C-1 Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against ads, errors or omissions of the Consultant and "Covered Professional Services' as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $2,000,000 per claim and in the aggregate. The policy must "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size Vi/. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement ofany kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.gelimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. C-2 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide a 30 -day notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self-insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility forensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in anyway involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self- insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. C-3 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15.Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled orterminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16.Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17.The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20.The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21.Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. C-5 cirY e-,z-erei< PROFESSIONAL SERVICES AGREEMENT ANNUAL RESIDENTIAL RESURFACING PROJECT - HELLMAN AVENUE RESURFACING GEOTECHNICAL ENGINEERING TESTING SERVICES (WILLDAN ENGINEERING) PARTIES AND DATE. 1. t This Agreement is made and entered into this D Sday of 1 20 (Effective Date) by and between the City of Rosemead, a municipal or anization organi d,� underthe laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Willdan Engineering with its principal place of business at 1515 South Sunkist Street, Suite E, Anaheim, CA 92806 ("Consultant'). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing geotechnical 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 geotechnical engineering services for the Annual Residential Resurfacing Project - Hellman Avenue Resurfacing Project ('Project'), also referred to as "Services" as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3. 1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional geotechnical engineering services WILLDAN ENGINEERING Page 2 of 10 necessary for the Project, herein referred to as "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 the Effective Date shown above to December 31, 2015 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 is necessary to complete the Services 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor: The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services: Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements: All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel: Consultant has represented to Citythat 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 WILLDAN ENGINEERING Page 3 of 10 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. 3.2.5 City's Representative: The City hereby designates the City Engineer, 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 Agreement. 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 will designate a 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/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations: Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. WILLDAN ENGINEERING Page 4 of 10 3.2.10 Insurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety: Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed Five Thousand Five Hundred Seventy Dollars ($ 5,570.00). Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment and Compensation: Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 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 California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("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 WILLDAN EI Page 5 of 10 applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. 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. 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. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: City may, by written notice to Consultant, terminate the whole or any part of this Agreement at anytime and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this 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: WILLDAN ENGINEERING Page 6 of 10 CONSULTANT: Willdan Engineering 1515 South Sunkist Street, Suite E Anaheim, CA 92806 Attn: Ross Khiabani, P.E. Phone: (714)634-3318 CITY: City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Rafael M. Fajardo, P.E. — City Engineer Phone: (626) 569-2151 Fax: (626) 569-2303 Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality 3.5.3.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal . right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality: All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity WILLDAN ENGINEERING Page 7 of 10 pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification: To the fullest extent permitted bylaw, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or relating to any negligence, errors or omissions, recklessness, or willful misconduct of Consultant, its officials, officers, employees, agents, and Consultants arising out of or in connection with the performance of the Consultant's Services, including without limitation the payment of all consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, official's officers, employees, agents, orvolunteers. 3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. WILLDAN ENGINEERING Page 8 of 10 3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5. 14 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent j u risd iction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. 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 understate 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. WILLDAN ENGINEERING Page 9 of 10 3.5.19 Equal Opportunity Employment: Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement: Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required: Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next page] WILLDAN ENGINEERING Page 10 of 10 CITY OF ROSEMEAD MFAFA Attest: WILLDAN ENGINEERING 11 / — By. ate Date Name: (2 D6S "4 ,A�Ql .h Title: ia MolI� Glorleda�, City Clerk Date [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONSULTANT REQUIRED] By:f,�%� Date Name: Title: �zrc< WILLDAN ENGINEERING EXHIBIT A SCOPE OF SERVICES SEE REQUEST FOR PROPOSAL (RFP) AND CONSULTANT'S PROPOSAL A-1 April 7, 2015 Mr. Rafael Fajardo City of Rosemead 8838 E. Valley Boulevard Rosemead, CA 91770 Subject: PROPOSAL FOR PROFESSIONAL GEOTECHNICAL ENGINEERING TESTING SERVICES FOR PROPOSED RESURFACING OF HELLMAN AVENUE, FROM JACKSON AVENUE TO NEW AVENUE, CITY OF ROSEMEAD, CALIFORNIA Dear Mr. Fajardo: Willdan Geotechnical is pleased to present this Scope of Work, and Cost for your consideration to provide geotechnical engineering testing services for proposed resurfacing of Hellman Avenue. It is our understanding that the project in general will include grinding of existing AC surfaces and overlay of Rubberized Asphalt and some sidewalk improvements and asphalt patching. Scope of Services 1. Attendance at preconstruction meeting by project manager, a California Registered Geotechnical Engineer. 2. Soils technician on site during subgrade preparation and aggregate base placement where total removal and replacement is recommended. Conduct field testing (nuclear gauge) of compacted subgrade and aggregate materials, and collect samples of subgrade and aggregate base material for laboratory determination of maximum density and optimum moisture content. 3. Soils technician on site during placement of hot mix asphalt pavements to monitor the temperature, thickness, and compaction. . 4. Provide and submit test results daily to field construction manager/inspector. 5. Provide engineering support, inspector/technician coordination, dispatch, material engineering review, test reporting, QA/QC, and administrative support services. 6. We will promptly submit daily reports, which will include information on field observations, sampling and testing, as well as related laboratory testing. These reports will conform to the project specifications and applicable codes. These will be provided to the City's designated representative for review. COSI In preparing this cost we have assumed that the prevailing wages are applicable. Following is estimated cost for the above scope: Material Testing Field Testing Project Engineer 4 hrs $ 190/hr $ 760.00 Sr. Technician (Prevailing Wages) 40 hrs $ 80/hr $ 3,200.00 Vehicle Usage 40 hrs $ 5/hr $ 200.00 Laboratory testing, Subgrade Maximum Density 1 test $165/test $ 165.00 Aggregate Maximum Density 1 test $175/test $ 175.00 Analysis, Project Management, QA/QC, and Final Report City of Rosemead PROPOSAL FOR HELLMAN AVENUE REHABILITATION Project Engineer 3 hrs $ 190/hr $ 570.00 Sr. Staff Engineer 4 hrs $ 125/hr $ 500.00 Total : $ 5,570.00 We appreciate this opportunity in serving the City of Rosemead. If you have any questions, please con- tact the undersigned at (714) 634-3318. Respectfully submitted, /WIL�LLDAAN GEOTECHNICAL Ross Khiaba I, P , GE Director of Geotechnical & Material Testing Services Distribution: Addressee City of Rosemead PROPOSAL FOR HELLMAN AVENUE REHABILITATION WILLDAN ENGINEERING EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement orendorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) orthe exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000.00 per occurrence. WILLDAN ENGINEERING Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are licensed carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Consultant and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. :! WILLDAN ENGINEERING 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in anyway involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. M WILLDAN ENGINEERING 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. 19.These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20.The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or IeE! WILLDAN ENGINEERING Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. IN A O® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD YY Y) 10/29/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Dealey, Renton &Associates P. O. Box 10550 Santa Ana CA 92711-0550 CONTANAME: Karin Thor PHONE714 427-6810 a� N &MAIL . kthorp@insdra.com INSURERS AFFORDING COVERAGE NAIC 9 INSURERA:Travelers Property Casualty Co of 25674 6301158P020 INSURED INSURERB:Catlln Insurance Company, Inc. INSURERC:Charter Oak Fire Insurance Company 25615 Willdan Engineering INSURER D 2401 E. Katella Avenue, Ste. 300 Anaheim CA 92806 INSURER E: INSURER F: DAMAGE TO PREMISES (Ea oo anence) $1,000 000 COVERAGES CERTIFICATE NUMBER: 539101056 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCEan INSR WVD POLICYNUMSER POLICY EFF MM/DD/YYYY POLICY EXP MMIDD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY 6301158P020 11/9/2014 11/9/2015 EACH OCCURRENCE $1,000,000 CLAIMS -MADE � OCCUR DAMAGE TO PREMISES (Ea oo anence) $1,000 000 MED EXP(Any one person) $10,000 X Contractual X BFPD XCU PERSONAL &ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $2,000,000 PRODUCTS-COMP/OP AGG $2,000,000 POLICY F X ] JEO LOC DEDUCTIBLE $NONE OTHER: A AUTOMOBILE LIABILITY 8101158P020 11/9/2014 11/9/2015 COMBINEDSINGLE LIMIT $ Ea accident 1,000,000 BODILY INJURY (Per person) $ X ANY AUTO ALL OWNED SCHEDULED AUTOS X HIRED AUTOS X NON -OWNED IAUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE OED I I RETENTION$ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY R/ ANY PROPRIETOR/PARTNEEXECUTIVE N] OFFICER/MEMBER EXCLUDE01 (Mandatory in NH) NIA UB7D417816 11/9/2014 t! 1/9/2015 H XSTATUTE OR E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - FA EMPLOYEE $1,000,000 F.L. DISEASE -POLICY LIMIT $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below - B Professional Liability Claims Made AED977441115 11/9/2014 1119/2015 Per Claim $1,000,000 Annual Aggregate $1,000,000 Deductible $250,000 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached If more space is required) General Liability policy excludes claims arising out of the performance of professional services. Independent Contractors are included as respects to General Liability. 30 Day NOC/10 Day for NonPay of Prem Re: Professional public works consulting services. City of Rosemead, its officials, employees and agents are additional insured as respects to General Liability as required by written contract. Primary and Non -Contributing coverage, Cross Liability coverage, Waiver of Subrogation applies to GL as required by written contract. Primary and Non -Contributing coverage, Waiver of Subrogation applies to Auto Liability as required by written contract. (INDUSTRY) CERTIFICATE Will Pi CANCFI_I_ATION @ 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Rosemead ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Rafael Fajardo, Associate Civil Engineer PO Box 399 Rosemead CA 91770 AU HORIZED REPRESENTATIVE ) @ 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTO 8101158P020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties; and what is and is not covered. A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS —INCREASED LIMITS F. HIRED AUTO — LIMITED WORLDWIDE COVERAGE — INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE—GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An insured, of SECTION II — LIABILITY COV- ERAGE: Any organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II — LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT 1. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT J. PERSONAL EFFECTS K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS executed by you before the "bodily injury" or "property damage" occurs and that Is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Liability Cover- age, but only for damages to which this insurance applies and only to the extent that person or or- ganization qualifies as an "insured" under the Who Is An Insured provision contained in Section It. C. EMPLOYEE HIRED AUTO The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — LI- ABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. CA T3 53 0310 © 2010 The Travelers indemnity Company. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc, with Its permission. COMMERCIAL AUTO 2. The following replaces Paragraph b. in B.S., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered 'auto' hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while perform - Ing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". D. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — LIABILITY COV- ERAGE: Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. E. SUPPLEMENTARY'PAYMENTS —INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2), of SECTION II — LIABILITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A,2.a.(4), of SECTION II — LIABILITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual lass of earnings up to $500 a day be- cause of time off from work. F, HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE — INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph B.7., Policy Period, Coverage Territory, of SECTION IV — BUSINESS AUTO CONDI- TIONS: (5) Anywhere in the world, except any country or jurisdiction while any trade sanction, em- bargo, or similar regulation imposed by the United States of America applies to and pro- hibits the transaction of business with or within such country orjurisdiction, for Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their house- holds. (a) With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada: (i) You must arrange to defend the "in- sured" against, and investigate or set- tle any such claim or "suit" and keep us advised of all proceedings and ac- tions. (ii) Neither you nor any other involved "insured" will make any settlement without our consent. (iii) We may, at our discretion, participate in defending the "Insured" against, or in the settlement of, any claim or "suit". (iv) We will reimburse the "Insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "in- sured" pays with our consent, but only up to the limit described in Para- graph C., Limit Of Insurance, of SEC- TION II — LIABILITY COVERAGE. (v) We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investiga- tion of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Para- graph C., Limit Of Insurance, of SECTION II — LIABILITY COVER- AGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the ap- plicable limit of insurance in pay- ments for damages, settlements or defense expenses. (b) This insurance is excess over any valid and collectible other insurance available Page 2 of 4 © 2010 The Travelers Indemnity Company, CA T3 53 03 10 Includes copyrighted material of Insurance services Office, Inc, with its permission. to the "Insured" whether primary, excess contingent or on any other basis. (c) This insurance is not a substitute for re- quired or compulsory insurance In any country outside the United States, its ter- ritories and possessions, Puerto Rico and Canada. You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. (d) It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE — GLASS The following is added to Paragraph D., Deducti- ble, of SECTION 111 — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT The following replaces the last sentence of Para- graph AA.b., Loss Of Use Expenses, of SEC- TION III—PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". 1. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Para- graph AA.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. COMMERCIAL AUTO J. PERSONAL EFFECTS The following is added to Paragraph AA., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Personal Effects We will pay up to $400 for "loss" to wearing ap- parel and other personal effects which are: (1) Owned by an "Insured"; and (2) In or on your covered "auto". This coverage applies only In the event of a total theft of your covered "auto". No deductibles apply to this Personal Effects coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of 'loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV — BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or "loss" is Known to: (a) You (if you are an individual); (b) A partner (if you are a partnership); (c) A member (if you are a limited liability com- pany); (d) An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or (e) Any "employee" authorized by you to give no- tice of the "accident" or "loss". CA T3 53 03 10 © 2010 The Travelers Indemnity Company. Page 3 of 4 Includes copyrighted material of Insurance Services Office. Inc. with its permission. COMMERCIAL AUTO M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident' or "loss", provided that the "accident' or "loss" arises out of operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Con- cealment, Misrepresentation, Or Fraud, of SECTION IV —BUSINESS AUTO CONDITIONS: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non -renewal. Page 4 of 4 0 2010 The Travelers Indemnity Company, CA T3 53 03 10 Includes copyrighted material of Insurance Services Office, Inc, with its permission. COMMERCIAL GENERAL LIABILITY 6301158PO20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION Il —WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional Insured on this Coverage Part, but: a.Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and Id. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work' to which the "written contract requiring insurance' applies. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The insurance provided to such additional insured is limited as follows: c. In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the in- surance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance'. This endorsement shall not increase the limits of insurance described in Section III — Limits Oflnsurance. d. This insurance does not apply to the render- ing of or failure to render any "professional services" or construction management errors or omissions. e. This insurance does not apply to "bodily in- jury" or "property damage' caused by "your work' and included in the "products - completed operations hazard" unless the "written contract requiring insurance" specifi- cally requires you to provide such coverage for that additional insured, and then the insur- ance provided to the additional insured ap- plies only to such "bodily injury" or "property damage' that occurs before the end of the pe- riod of time for which the "written contract re- quiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2. The following is added to Paragraph 4.a. of SEC- TION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible 'other in- surance', whether primary, excess, contingent or on any other basis, that is available to the addi- tional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance' that this insurance provided to the ad- ditional insured under this Coverage Part must apply on a primary basis or a primary and non- contributory basis. this insurance is primary to "other insurance" available to :he additional in- sured which covers that person or organization as a named Insured for such loss, and we will not share with that 'other insurance'. But this insur- ance provided to the additional insured still is ex- cess over any valid and collectible 'other insur- ance', whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any other insurance'. 3. The following is added to SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDITIONS: Duties Of An Additional Insured As a condition of coverage Prov ded to the addi- tional insured: a. The additional insured must give us written notice as soon as practicable of an 'occur- rence' or an offense which may result in a claim. To the extent possible, such notice should include: CG D4 14 04 08 © 2008'. he Travelers Compan'es, nc, Page 1 of 2 COMMERCIAL GENERAL LIABILITY L How, when and where the "occurrence" or offense took place; 11. The names and addresses of any injured persons and witnesses; and !it. The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against the additional insured, the additional insured must: 1. Immediately record the specifics of the claim or "suit" and the date received; and fl. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable.. c. The additional insured must immediately send us copies of all legal papers received in con- nection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and oth- erwise comply with all policy conditions. d. The additional insured must tender the de- fense and indemnity of any claim or "suit" to any provider of other insurance which would cover the additional insured for a loss we cover. However, this condition does not affect whether this insurance provided to the addi- tional insured is primary to that other insur- ance available to the additional insured which covers that person or organization as a named insured. 4. The following is added to the DEFINITIONS Sec- tion: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to Include a person or or- ganization as an additional Insured on ;his Cover- age Part, provided that the "bodily injury" and "property damage" occurs and the "personal In- jury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you: b, While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 of 2 02008 The Travelers Companies, Inc. CG D4 14 04 08 POLICY NUMBER: 6301158PO20 COMMERCIAL GENERAL LIABILITY CG 24 0410 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: AS REQUIRED BY WRITTEN CONTRACT (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV - COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard" This waiver applies only to the person or organization shown in the Schedule above. CO 24 0410 93 Copyright, Insurance Services Office, Inc., 1992 -® AR" CERTIFICATE OF LIABILITY INSURANCE 70 °ATE`MM'°°'""' 10 2T&(2 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: H the certificate holder is an ADDITIONAL INSURED, the policidges) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Dealey, Renton & Associates RECEIVED P, O, Box 10550 CITY OF ROSFMFAD CcNENTA CT Kafln TtlOfp Ther427 PHONE 71 n 810 - aQ NO�"� �Ar Santa Ana CA 92711-0550 NOV O 6 V 4 1 q INSURED CrIYCLERK'S OFFICE Willdan Engineering Fry. 2401 E. Katella Avenue, Ste. 300 ADDRESSEMAIL2 .kthorp@insdra.com McURER(51 AFFORDING COVERAGE � III NSURERA:Travelers Property Ca$uaIIV CO of A ..a B: Catlin Insurance Company Inc. 25674 INSURER C: Charter Oak Fire Insurance Com an 25615 INSURER O'. _ _ Anaheim CA 92806 NBURER E: . PERSONAL B ADV INJURY St 500, 000 CEN' L AGGREGAI E LI MI T APPLIES PER r— INBURER F', POLICY X Be JECT LOC�pRODUCI$-COMP/OP CYgIVK BOMbtK: THIS IS TO CERTIFY THAT THE POLICIES INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM UI CONDITIONAFFRD OF ANY CONTRACT OR OTHER THE POLICY DOCUMENT CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED By THE POLICIES DESCRIBED A H TmIS WITH RESPECT TO WHICH MS HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAV HAVE BEEN REDUCED BY PAID CLAIMS. IXSR -- - - LTR TYPE OF INSURANCE IXBO. NYO POLICY NUMBER POLICY EFF I POLICY E%P MMNBM'YY MSCOIYYVY OMIT$ A X COMMERCIAL GENERAL LIABILITY Y 6301158P020 11/9/2014 119/2015 J CLAIMS-MpOE OCCUR EACHOCCURRFNLE $1,000,000 0 qq ETRED E PREAIIBE$ F , i $1,000000 CPH,, 1 _ _ RED Ex, (Any Yepe $10,000 BFPO XCU— . PERSONAL B ADV INJURY St 500, 000 CEN' L AGGREGAI E LI MI T APPLIES PER r— GENERAL AGGREGATE 52,000,000 POLICY X Be JECT LOC�pRODUCI$-COMP/OP -- — AGG ,$2500,000 OTHER. ' �8101158P520 -- - $ A AUTOMOBILE LIABILITY 11/BI2014 11/BI20t5 'Gaaceden LMI $1,000.500 X NY PDT. AILOwNEO SACH EDULED r REPLY INJURY ( P11 Orson/ S L _ Alli09 UTO$ BODILY INJURYy IOenl5 X _ (HIRED AUTOS X ION .DEC AUTOS pROP.i GE — ao rac $ $ UMBRELLA LAB OCCUR EACHEGATE LNCE $ EXCESS UAB CIAIMSNAOE AGGREGATE $ - DEO RETENTIONS S C WORKERSCOMPENSALON UBJO41 J816 11/9/2015 PER Oi - X AND EMPLOYER$ LIABILITY YIN $ ATUTE ER EL EACH ACCIDENT $1 000.000 ANY PROPRCTOBENTRER/EXECUTIVE OFFICEWMEMBER EXCLUDED' ❑ NIA ('(1/9/2014 NH IM Jd—be If I aeon, be m E�SEASE-E, EMPLOYE $1,000,000 _ E s -.DLry _ $v°oo.055 n cRIPr DN OFopmpr DNs nxow B Professional Latin,Latin,�AED97J441115 t18 2014 111//12015 Per Claim $1,000.000 Clams Made It AnnualAggregate $1000.550 DESCRIPTION OF OPERATIONS 1 LOCATIONS I VENCLEB IACORO 101, Addimenal Pool ScNem e, may be sawrid IT more space is momma l General Liability policy excludes claims arising out of the performance of professional services. Independent Contractors are included as respects to General Liability, 30 Day NOC/10 Day for NonPay of From Building & Safety Plan Check, - City of Rosemead is Additional Insured as respects General Liability. Primary & Non-Contnbuting applies to GL. (AI/PR/X) (INDUSTRY) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN AttnCity of Rosemead ACCORDANCE WITH THE POLICY PROVISIONS. 883 Gloriaey Blvd. a Rose E. Valley 9177 AUTHORIZED REPRESENTATIVE Rosemead CA 91770 All -.1---� v I HE Nww name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY 6301158PO20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following; COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II — WHO IS ANINSURED. Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part. but: a. Only with respect to liability for "bodily injury "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The insurance provided to such additional insured is limited as follows: c. In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance". the in- surance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement shall not increase the limits of insurance described in Section III — Limits Oflnsurance. it. This insurance does not apply to the render- ing of or failure to render any "professional services" or construction management errors or omissions. e. This insurance does no: apply to "bodily in- jury" or "property damage" caused by "your work" and included in the "products - completed operations hazard" unless the "written contract requiring insurance" specifi- cally requires you to provide such coverage for that additional insured, and then the insur- ance proviced to the additional insured ap- plies only to such "bodily injury" or "property damage" that occurs before the end of the pe- riod of fime for which the "written contract re- quiring insurance" requires you to provide such coverage or the end of the policy period. whichever is earlier. 2. The following is added to Paragraph 4.a. of SEC- TION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS'. The insurance provided to the additional insured is excess over any valid and collectible 'other in- surance", whether primary, excess, contingent or on any other basis, that is available to the addi- tional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the ad- ditional insured .order ;his Coverage Pan mus: apply on a primary basis or a primary and non- contributory basis. this insurance is primary to "other insurance" available to :he additional in- sured which covers that person or organization as a named insured for such loss, and we will not share with that 'other insurance'. But this insur- ance provided to the additional insured still is ex- cess over any valid and collectible 'other insur- ance", whether primary, excess, contingent or on any other basis. that is available to the additional insured when that person or organization is an additional insured under any 'other insurance'. The following is added to SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDITIONS: Duties Of An Additional Insured As a condition of coverage provided to the addi- tional insured: a. The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, such notice should include. CG D4 14 04 08 020Da'he Trave;ers Compan'ee. .n c. Page 1 of 2 COMMERCIAL GENERAL LIABILITY I. How, when and where the "occurrence" or offense took place; It. The names and addresses of any injured persons and witnesses, and Ili. The nature and location of any injury or damage arising out of the "occurrence" or offense. h. If a claim is made or "suit" is brought against the additional insured, the additional insured must: 1. Immediately record the specifics of the claim or "suit" and the date received; and ii. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit' as soon as practicable. c. The additional insured must immediately send us copies of all legal papers received in con- nection with the claim or "s,H", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and oth- erwise comply with all policy conditions. it. The additional insured must tender the ce- fense and indemnity of any claim or "su'it' :o any provider of other insurance which would cover the additional insured for a loss we cover. Howeverthis condition does not affect whether this insurance provided to the addi- tional insured is primary to that other iri once available to the additional insured which covers that person or organization as a named insured. 4. The following is added to the DEFINITIONS Sec- tion' "Written contract requiring Insurance" means that part of any written contract or agreement under which you are required to include a person o, or- ganization as an additional Insured on this Cover- age Part, provided that the "bodily injury" and "property damage" occurs and the "personal in- jury" is caused by an offense committed a. After the signing and execution of the contract or agreemen: by you, It. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 of 2 n 200 The Travelers companies. I,e_ CG D4 14 04 08 PROFESSIONAL SERVICES AGREEMENT C14906 FEDERAL SAFE ROUTES TO SCHOOL - WALNUT GROVE AVENUE ENHANCEMENT PROJECT GEOTECHNICAL ENGINEERING SERVICES (WILLDAN ENGINEERING) 1. PARTIES AND DATE. This Agreement is made and entered into this day of o t=r., l , 20 r� (Effective Date) by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Willdan Engineering with its principal place of business at 1515 South Sunkist Street, Suite E, Anaheim, CA 92806 ("Consultant'). City and Consultant are sometimes individually referred to herein as "Party' and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing geotechnical engineering services to public clients, is licensed in the State of California and is familiarwith the plans of City. 2.2 Project. City desires to engage Consultant to render such geotechnical engineering services for the Federal Safe Routes to School- Walnut Grove Avenue Enhancement Project ('Project'), also referred to as "Services" as set forth in this Agreement. 3, TERMS. 3.1 Scope of Services and Term. 3. 1.1 General Scope of Services: Consultant promises and agrees to furnish WILLDAN ENGINEERING Page 2 of 10 to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional geotechnical engineering services necessary for the Project, herein referred to as "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 the Effective Date shown above to December 31, 2015 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 is necessary to complete the Services 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 bylaw. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services: Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements: All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel: Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse WILLDAN ENGINEERING Page 3 of 10 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. 3.2.5 City's Representative: The City hereby designates the City Engineer, 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 Agreement. 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 will designate a 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/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations: Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply WILLDAN ENGINEERING Page 4 of 10 with such laws, rules or regulations. 3.2.10 Insurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety: Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention forall employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed Ten Thousand Eight Hundred Thirty -Two Dollars ($10,832.00). Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment and Compensation: Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 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 California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the WILLDAN ENGINEERING Page 5 of 10 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 bythe Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. 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. 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. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other WILLDAN ENGINEERING Page 6 of 10 address as the respective parties may provide in writing for this purpose: CONSULTANT: Willdan Engineering 1515 South Sunkist Street, Suite E Anaheim, CA 92806 Attn: Ross Khiabani, P.E. Phone: (714)634-3318 CITY: City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attm Rafael Fajardo, P.E. — City Engineer Phone: (626)569-2152 Fax: (626)569-2303 Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license for Cityto copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ('Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality: All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is WILLDAN ENGINEERING Page 7 of 10 generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation, Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees: If either parry 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 parry reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification: To the fullest extent permitted bylaw, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or relating to any negligence, errors or omissions, recklessness, or willful misconduct of Consultant, its officials, officers, employees, agents, and Consultants arising out of or in connection with the performance of the Consultant's Services, including without limitation the payment of all consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, official's officers, employees, agents, orvolunteers. 3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. WILLDAN ENGINEERING Page 8 of 10 3.5.11 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification: No supplement, modification, oramendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees tofile, orshall cause its employees orsubconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required understate 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. WILLDAN ENGINEERING Page 9 of 10 3.5.19 Equal Opportunity Employment: Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement: Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required: Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next page] WILLDAN ENGINEERING Page 10 of 10 CITY OF ROSEMEAD WILLDAN ENGINEERING By: By/ O 4 JeffNlnid, City Man ger t D Namee c 4 �1rx rt Attest: X11 iL/�.1 6 I Title:-e�CG�� 1 i J\nom Gloria Molleda, City Clerk Date [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONSULTANT REQUIRED] gy Date Name: iLYr6tl.,n><.✓ Tide: WILLDAN ENGINEERING EXHIBIT A SCOPE OF SERVICES SEE REQUEST FOR PROPOSAL (RFP) AND CONSULTANT'S PROPOSAL A-1 �WILLDAN I oing Geotechnical n October 16, 2014 Mr. Rafael Fajardo City of Rosemead 8838 E. Valley Boulevard Rosemead, CA 91770 Subject: PROPOSAL FOR PROFESSIONAL GEOTECHNICAL ENGINEERING INVESTIGATION SERVICES FOR PROPOSED REHABILITATION OF WALNUT GROVE AVENUE, CITY OF ROSEMEAD, CALIFORNIA Dear Mr. Fajardo. Willdan Geotechnical is pleased to present this Scope of Work, and Cost for your consideration to provide geotechnical engineering investigation services for design and reconstruction of the proposed improvements for Walnut Grove Avenue. It is our understanding that the project in general will include installation of a median from Marshall Avenue to Valley Blvd, sidewalk improvements and asphalt patching. Scope of Services Willdan geotechnical services shall include investigation and exploring the existing subgrade soils and pavement section at median area within the project boundaries and providing design recommendations. The services shall include: INVESTIGATION 1. Review of available background materials and reconnaissance of existing conditions. 2. Conducting geotechnical borings/corings at six (6) strategic locations to determine existing pavement sections and collect representative samples of subgrade material for laboratory testing. Prior to boring/coring operation, we will mark the locations and notify Underground Service Alert. 3. Laboratory testing of collected soil samples to determine their index and engineering properties. Laboratory testing will include in-place moisture and density, gradation, corrosivity, and R -values. 4. Preparation of Geotechnical Report presenting our findings, conclusions and recommendations. The report will include: a. A map with a approximate locations of borings; b. Logs with measured pavement and aggregate base thicknesses, and subgrade soil de- scription as encountered in borings; c. Summaries of test results; d. Pavement section, where needs to be replaced; and e. Subgrade and aggregate base Construction specifications. 5. Review of plans and specifications, and as needed consultation with design team and the City for bid package preparation. MATERIAL TESTING 1. Attendance at preconstruction meeting by project manager, a California Registered Geotechnical Engineer. 2. Soils technician on site during subgrade preparation and aggregate base placement where total removal and replacement is recommended. Conduct field testing (nuclear gauge) of compacted subgrade and aggregate materials, and collect samples of subgrade and aggregate base material for laboratory determination of maximum density and optimum moisture content. 3. Soils technician on site during placement of hot mix asphalt pavements to monitor the temperature, thickness, and compaction.. 4. Provide and submit test results daily to field construction manager/inspector. City of Rosemead PROPOSAL FOR WaInO Grove Rehabilitation iWWILLDAN I ro `9 Geotechnical ream 5. Provide engineering support, inspectoritechnician coordination, dispatch, material engineering review, test reporting, QA/QC, and administrative support services. 6. Final report providing our findings and conclusions and summary of field and laboratory testing. 7. We will promptly submit daily reports, which will include information on field observations, sampling and testing, as well as related laboratory testing. These reports will conform to the project specifications and applicable codes. These will be provided to the City's designated representative for review. Cost In preparing this cost we have assumed that the prevailing wages are applicable. Following is estimated cost for the above scope: Investigation Field Investigation and Coring, Project Engineer 2 hrs $ 190/hr $ 380.00 Sr. Staff Engineer 8 hrs $ 125/hr $ 1000.00 Vehicle Usage 8 hrs $ 5/hr $ 40.00 Drilling/Coring 8 hrs $120/hr $ 920.00 Traffic control 8 hrs $ 95/hr $ 760.00 Laboratory testing, In -Place moisture content 4 test $ 18/test $ 72.00 Gradation 4 test $ 70ttest $ 280.00 R -value Test 1 test $ 240/test $ 240.00 Analysis, Project Management, QA/QC, and Final Report Project Engineer 3 hrs $ 190/hr $ 570.00 Sr. Staff Engineer 8 Hrs $ 125/hr $ 1,000.00 Sub -total Investigation: $ 5,262.00 Material Testing Field Testing Project Engineer 4 hrs $ 190/hr $ 760.00 Sr. Technician (Prevailing Wages) 40 hrs $ 80/hr $ 3,200.00 Vehicle Usage 40 hrs $ 5/hr $ 200.00 Laboratory testing, Subgrade Maximum Density 1 test $165/test $ 165.00 Aggregate Maximum Density 1 lest $175/test $ 175.00 Analysis, Project Management, QA/QC, and Final Report Project Engineer 3 hrs $190/hr $ 570.00 Sr. Staff Engineer 4 hrs $ 125/hr $ 500.00 Sub -total Material Testing: $ 5,570.00 city of Rosemead PROPOSAL FOR Walnut Grove Rehabilitation ,A(WILLDAN I Wa°'ee Geotechnical ream We appreciate this opportunity in serving the City of Rosemead. If you have any questions, please con- tact the undersigned at (714) 634-3318. Respectfully submitted, WILLDAN GEOTECHNICAL Ross Khtabani, PE, GE Director of Geotechnical & Material Testing Services Distribution: Addressee City of Rosemead PROPOSAL FOR Walnut Grove Rehabilitation WILLDAN ENGINEERING EXHIBIT B INSURANCE REQUIREMENTS Priorto the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 0001 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in anyway on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000.00 per occurrence. ME WILLDAN ENGINEERING Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services' as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of'the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are licensed carriers in the state of California and with an A. M. Bests rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Consultant and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over' claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. WILLDAN ENGINEERING 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. FIN WILLDAN ENGINEERING 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or MI DA TE (MMIOOM'YVI A� o® CERTIFICATE OF LIABILITY INSURANCE 00-- a 1of29j2o14 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE POLICIES HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holtler is an ADDITIONAL INSURED, the policy(ies) must be entlorsetl. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . CONTACT PRODUCER XALte. Karin Thorp- Dealey, Renton & Associates PHONE - 714 427-6810-- P.O.Box10550 RECEIVED EMAIL kthorp@insdra.com Santa Ana CA 92711-0550 (;Fry OF ROSEMEAD RF SS INSURERIS) AFFORDING COVERAGE �_ NPIL p -�. �� INSURERA:Traycars Property CasuatLCo of A _- 674 -_ INSURED R15UBERB:Catlin Insurance Company Inc. Willdan Engineenng NY CLERK'S OFFICE INSUaeB C Charter Oak Fire Insurance Company 25615 _ 2401 E. Katella Avenue, Ste. 300 INsuRERD: -- �— Anaheim CA92806 - _ INTER E: -- NSURER F: MI IMRFR' COVERAGES CERTIFICATE NUMBER:Ooa lU rvo�-ED TO THE -INSU�D ""MEDAO7rL RTIMS OF CE OR ANY CONTRACT OR OTHER DOCUMENT Win REOSPECT TOLWHICH WDCATED, NOTTWITHSTANDINGOANYIES REQUIREMENT TERM CONDWIONVOF DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. INSR MOLICY EFF MOLICYFx1 LIMITS TYPE OF INSURANCE INSD Age POLICY NUMBER NIOOIYYYY MMIOOAti LTR 11/9/2015 EACH OCCURRENCE - _ $1000,000— A COMMERCIAL GENERAL LIABILITY 6301158P020 REMUO 111/912014 X DAMRE CLAIMS-M4or X OCCUR PREMISES(Ea veom) Sl, 0P00 MEDExP An Seri $10000 X COn1rdCW31 coub _PERSONAL& ADV INJURY $1.000000 X XCU ___ G ENERgL AGGREGPTE 82000,000 GEN'L AGGREGATELIMITAPPL IES PER'. ❑ PRODUCTS-COMP/OPAGG $2000000 a.1, PEC.LOC jrPR POCLY T DEDUCTIBLE $NONE OIHER'.1 11 etD1158P02g 1/912014 115/2015 Eaercil l L 81.000,000 P .AUTOMOBILE UABIutt BODILY INJURY (Per person) $ _ X ANY AUTO BOOL LVINJURY(Per amdenl) s - ALLOWNEO SCHEDULED PROPER YOAMA E $ AUTOS NONAUT�OWNE 'Perbridenl� X X HIRED AUTOS gVT05 $ EACH OCCURRENCE 5 UMBRELLA LIPS OCCUR AGGREGATE $ - .CES$l1AS CLAIMS MADE $ OED RETENTION WORKERS COMPENSATION D UB70417816 115/2014 PER - OTH- 1119/2015 X $TATUTt OR AND EMPLOYERS' LIABILITY YIN FL EACH ACCIGENT $1,000,000 TNEPoE ANY PROPRIETOWPAR%ELUTIVE OFFIOEWMEMBEREXQUDE? O HIP P EL DISEASE -EA EMLOYE $1.000000 (Mantlacm, in NRI ,,As Je Ureunder DESCRIPTION OF OPERATIVrvS below 'Per $1,000,000 gED9I7441115 Processional Liability 119/2014 11/9/2015 Claim Annual Aggregate $1,000.000 Claims Made Deductible $250,000 DESCRIPTION OF OPERATIONSI LOWTKirs/VERIOLES(ACORD 101, Adbioaal RemarksSobedule, may be all¢beE Hmorespaze Is mi General Liability policy excludes claims arising out Of the performance of professional services. Independent Contractors are included as respects to General Liability. 30 Day NOC/10 Day for NonPay of Prem Consulting services. City of Rosemead, its officials, employees and agents are additional insured as respects Subrogation Re: Professional public works Primary and Non -Contributing coverage, Crass Liability coverage, Waiver of to General Liability as required by written Contract. Primary and Non -Contributing coverage, Waiver of Subrogation applies to Auto Liability as applies to GL as required by written Contract. required by written contract. (INDUSTRY) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Rosemead ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Rafael Fajardo, Associate Civil Engineer PO Box 399 AuT merl REPRBSERumE Rosemead CA 91770 >I Qht.x. (� 102�J @ 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTO 8101158P020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF USE -INCREASED LIMIT B. BLANKET ADDITIONAL INSURED 1, PHYSICAL DAMAGE - TRANSPORTATION EXPENSES - INCREASED LIMIT C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS F. HIRED AUTO - LIMITED WORLDWIDE COVERAGE - INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE - GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II - LIABILITY COV- ERAGE: Any organization you newly acquire or farm dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately Insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II - LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and J. PERSONAL EFFECTS K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Liability Cover- age, but only for damages to which this insurance applies and only to the extent that person or or- ganization qualifies as an "insured" under the Who Is An Insured provision contained in Section 11. C. EMPLOYEE HIRED AUTO The following is added to Paragraph A.1., Who Is An Insured, of SECTION II - LI- ABILITY COVERAGE: An 'employee" of yours is an "insured" while operating an "auto' hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. CA T3 53 03 10 ® rime The Travelers Indemnity Company. Page 1 of 4 Includes copyrighted materiel of Insurance Services Office, Inc. with hs permission. COMMERCIAL AUTO 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: Id. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto' hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, white perform - Ing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". D. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — LIABILITY COV- ERAGE: Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2), of SECTION II — LIABILITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4), of SECTION 11— LIABILITY COVERAGE: (4) All reasonable expenses incurred actual the "insured" at our request, ncluding loss of earnings up to $500 a day be- cause of time off from work. F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE — INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph B.7., Policy Period, Coverage Territory, of SECTION IV — BUSINESS AUTO CONDI. TIONS: (5) Anywhere In the world, except any country or jurisdiction while any trade sanction, em- bargo, or similar regulation imposed by the United States of America applies to and pro- hibits the transaction of business with or within such country or jurisdiction, for Liability Coverage for any covered "auto" that you leasehire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their house- holds. (a) With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada: (1) You must arrange to defend the In- sured" against, and investigate or set- tle any such claim or "suit" and keep us advised of all proceedings and ac- tions. (ii) Neither you nor any other involved "Insured" will make any settlement without our consent. (III) We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". (iv) We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "in- sured" pays with our consent, but only up to the limit described in Para- graph C., Limit Of Insurance, of SEC- TION II — LIABILITY COVERAGE. (v) We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investiga- tion of such claims and your defense of the "Insured" against any such "suit", but only up to and included within the limit described in Para- graph C., Limit Of Insurance, of SECTION II — LIABILITY COVER- AGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the ap- plicable limit of insurance in pay- ments for damages, settlements or defense expenses. (b) This insurance is excess over any valid and collectible other insurance available Page 2 of 4 ®2010 The Travelers Indemnity Company. CA T3 53 03 10 Includes copyrighted materiel or Insurance eervlces OtFlce. Inc. wRh its permissicn. to the "insured" whether primary, excess contingent or on any other basis. (c) This insurance is not a substitute for re- quired or compulsory insurance in any country outside the United States, Its ter- ritories and possessions, Puerto Rico and Canada. You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. (d) It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE — GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE—INCREASED LIMIT The following replaces the last sentence of Para- graph f Use nses, of SEC- TION III —PHYSICAL ODAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use Is $65 per day, to a maximum of $750 for any one "accident". I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Para- graph AA.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a CDV- ered "auto" of the private passenger type. COMMERCIAL AUTO J. PERSONAL EFFECTS The following is added to Paragraph AA., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Personal Effects We will pay up to $400 for "loss" to wearing ap- parel and other personal effects Which are: (1) Owned by an "insured" and (2) In or on your covered "auto". This coverage applies only In the event of a total theft of your covered "auto". No deductibles apply to this Personal Effects coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.t.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV — BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or "loss" is known to: (a) You ('If you are an individual); (b) A partner (if you are a partnership); (c) A member (if you are a limited liability com- pany); (d) An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or (e) Any "employee" authorized by you to give no- tice of the "accident" or "loss". CA T3 53 03 10 ®2010 The Travelers Indemnity Company. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with Its permission. 'COMMERCIAL AUTO M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV - BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident" or "loss"provided that the "accident' or "loss" arises o,ut of operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph Fraud,Con- cealment , Misrepresentation, a SECTION IV -BUSINESS AUTO CONDITIONS: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non -renewal. Page 4 of 4 ® 21110 The Travelers Indemnity Company. CA T3 53 03 10 In<lutles copyrighted malarial of Insurance aeMces Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 6301158PO20 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This encorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to SECTION II —WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury". "property damage" cr "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor In the performance of "your work" to which the "written contract requiring insurance" applies. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The Insurance provided to such additional insured is limited as follows, c. In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the in- surance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement shall not increase the limits of insurance described in Section III — Limits Oflnsurance - d. This insurance does not apply to the render- ing of or failure to render any "professional services" or construction management errors or omissions. e. This insurance does not apply to "bodily in- jury" or "property damage' caused by "your work" and included in the "products - completed operations hazard" unless the "written contract requiring insurance" specifi- cally requires you to provide such coverage for that additional insured, and then the insur- ance provided to the additional insured ap- plies only to such "bodily injury" or "property damage" that occurs before the end of the pe- riod of time for which the "written contract re- quiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. The following is added to Paragraph Ca. of SEC- TION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS. The insurance provided to the additional insured is excess over any valid and collectible "other in- surance", whether primary, excess, contingent or on any other basis, that is available to the arl tional insured for a loss we cover, However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the ad- ditional insured under this Coverage Part gnus' apply on a primary basis or a primary and non- contributory basisthis insurance is primary to "other insurance" available to :he additional in- sured which covers that person or organization as a named insured for such lass, and we will not share with that "other insurance But this insur- ance provided to the additional Insured still is ex- cess over any valid and collectible 'other insur- ance", whether primary, excess. contingent or on any other basis, that is available to the additional Insured when that person or organization is an additional insured under any "other insurance". 3. The following is added to SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDITIONS: Duties Of An Additional Insured As a condition of coverage proveed to the addi- tional insured: a. The additional insured must give us written notice as soon as practicable of an -occur- rence" or an offense which may result in a claim. To the extent possible, such notice should include. CG D4 14 04 08 © 2008 7h Travelers CoIlter es, na Page 1 of 2 COMMERCIAL GENERAL LIABILITY I. How, when and where the "occurrence" or offense look place; II. The names and addresses of any injured persons and witnesses; and iii. The nature and location of any injury or damage arising out of the "occurrence" or offense. If a claim is made or "suit" is brought against the additional insured, the additional insured must. I. Immediately record the specifics of the claim or "suit" and the date received; and ii. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. The additional insured must immediately send us copies of all legal papers received in con- nection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and oth- erwise comply with all policy conditions. The additional insured must tender the as- ferse and indemnity of any claim or "suit" to any provider of other insurance which Would cover the additional insured for a loss we cover. However, this condition does not affect whether this insurance provided to the addi- tional insured is primary to that other insur- ance available to the additional insured which covers that person or organization as a named insured. 4. The following is added to the DEFINITIONS Sec- tion: "Written contract requiring Insurance" means that part of any written contract or agreement under which you are required to include a person or or- ganization as an additional insured on this Cover- age Part, provided that the "bodily injury' and "property damage" occurs and the "personal in- jury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you, b, While that part of the contractor agreement is in effect; and c. Before the end of the policy period. Page 2 of 2 © 2008 The Travelers Companies, nc. CG D414 04 08 POLICY NUMBER: 6301158PO20 COMMERCIAL GENERAL LIABILITY CG 24 0410 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This COMMERCIAL GENERAL LIABILITY wing: COVERAGE PART SCHEDULE Name of Person or Organization: AS REQUIRED BY WRITTEN CONTRACT (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section Iv - COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or orgam,mlic n shown m the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or your work" done under a contract with that Person or organization and included in the "products -completed operations hazard" This waiver applies only to the person or organization shown in the Schedule above. CG 24041093 Copyright, nsurance Services OSiw, Inc.. 1992 PROFESSIONAL SERVICES AGREEMENT cL&4 4u -lo C16103 MONTEBELLO BOULEVARD RESURFACING PROJECT - GEOTECHNICAL ENGINEERING SERVICES FOR DESIGN AND CONSTRUCTION (WILLDAN ENGINEERING) 1. PARTIES AND DATE This Agreement is made and entered into this eday of20 4- (Effective Date) by and between the City of Rosemead, a municipal orga i�zation organized underthe laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Willdan Engineering with its principal place of business at 1515 South Sunkist Street, Suite E, Anaheim, CA 92806 ("Consultant'). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing.. geotechnical engineering services to public clients, is licensed in the State of California and is familiarwith the plans of City. 2.2 Project. City desires to engage Consultant to render such geotechnical engineering services for the Montebello Boulevard Resurfacing Project ('Project'), also referred to as "Services" as set forth in this Agreement. 3. TERMS 3.1 Scope of Services and Term. 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional geotechnical engineering services WILLDAN ENGINEERING Page 2 of 10 necessary for the Project, herein referred to as "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 the Effective Date shown above to December 31, 2015 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 is necessary to complete the Services 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. Consultantshall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required bylaw. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services: Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such cond itions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements: All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel: Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or 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 ortimely completion of the WILLDAN ENGINEERING Page 3 of 10 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. 3.2.5 City's Representative: The City hereby designates the Associate Engineer, 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 Agreement. 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 will designate a 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/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations: Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. WILLDAN ENGINEERING Page 4 of 10 3.2.10 Insurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety: Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed Nine Thousand Nine Hundred Forty -Two Dollars ($ 9,942.00). Extra Work may be authorized in writing, as described below, and will be compensated atthe rates and manner set forth in this Agreement. 3.3.2 Payment and 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, orsince the startofthe subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses: Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work: At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work' means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages: Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, at seq., ('Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public WILLDAN ENGINEERING Page 5 of 10 works" and "maintenance' projects. If the Services are being performed as part of an applicable "publicworks" or"maintenance" project, as defined bythe Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. 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. 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. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: City may, by written notice to Consultant, terminate the whole or any part of this Agreement at anytime and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this 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: WILLDAN ENGINEERING Page 6 of 10 CONSULTANT: Willdan Engineering 1515 South Sunkist Street, Suite E Anaheim, CA 92806 Attn: Ross Khiabani, P.E. Phone: (714) 634-3318 CITY: City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Rafael Fajardo, P. E. —Associate Civil Engineer Phone: (626) 569-2152 Fax: (626)569-2303 Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data'). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at anytime, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality: All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. WILLDAN ENGINEERING Page 7 of 10 Consultant shall not use City's name or insignia, photographs ofthe Project, orany publicity pertaining to the Services orthe Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation, Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification: To the fullest extent permitted bylaw, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or relating to any negligence, errors or omissions, recklessness, or willful misconduct of Consultant, its officials, officers, employees, agents, and Consultants arising out of or in connection with the performance of the Consultant's Services, including without limitation the payment of all consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, official's officers, employees, agents, or volunteers. 3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns: This Agreement shall be binding on the WILLDAN ENGINEERING Page 8 of 10 successors and assigns of the parties. 3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5. 13 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification: No supplement, modification, oramendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity, Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable bya court of competentjurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicitor 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 orsubconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required understate 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. WILLDAN ENGINEERING Page 9 of 10 3.5.19 Equal Opportunity Employment: Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement: Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required: Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next page] WILLDAN ENGINEERING Page 10 of 10 CITY OF ROSEMEAD By L . Jeff Allr d, City Ma agi- 6tito Attest: "Gloria Molleda, City Clerk Da e WILLDAN ENGINEERING Date Nanner/�as5 Title: V"" [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONSULTANT REQUIRED] By: 7 /� Date Title: E7 ii WILLDAN ENGINEERING EXHIBIT A SCOPE OF SERVICES SEE REQUEST FOR PROPOSAL (RFP) AND CONSULTANT'S PROPOSAL A-1 *P/WILLDAN I yoventling Geotechnical reach May 16, 2014 Mr. Rafael Fajardo City of Rosemead 8838 F. Valley Boulevard Rosemead, CA 91770 Subject: PROPOSAL FOR PROFESSIONAL GEOTECHNICAL ENGINEERING SERVICES FOR DESIGN AND CONSTRUCTION OF MONTEBELLO BOULEVARD RESURFACING PROJECT, CITY OF ROSEMEAD, CALIFORNIA Dear Mr. Fajardo: Willdan Geotechnical is pleased to present our Statement of Qualification, Scope of Work, and Cost for your consideration to provide geotechnical engineering services for design and reconstruction of Montebello Boulevard resurfacing project. In preparation of this proposal we have reviewed and will follow the requirements of City's Request for Proposal dated May 5, 2014. This package provides you a brief description of our firm and highlights our experience and qualifications along with our proposed scope and cost. I am the Director of Geotechnical Services at Willdan Geotechnical and designated contact person for this project. Following is my contact information: Ross Khiabani Office: 714.634.3318 ext. 1782 Project Manager Cell: 714-309-9326 Email: rkhiabani(a),willdan.com We do have a full service laboratory approved and certified by City of Los Angeles, Caltrans, DSA, and CCRL. This is to confirm that this proposal shall remain valid for a period of not less than 60 days from date of submittal and all information submitted with this proposal is true and correct. On behalf of the principals and staff of Willdan Geotechnical we thank you for your consideration. We look forward to the opportunity to be of service. Please call me personally H you have any questions or need additional information. Respectfully Submitted, WILLDAN GEOTECHNICAL Ross Khiabani, PE, GE Director of Geotechnical Services Distribution: Addressee Engireenng 13actedinical I Enowmenlal I Suetalnability l Financial I Homelard Secunty 714.634.33161 fax 714634.3372 1 1515 South Sunkist Sheet, Suite E, Anaheim, CA 928061 v.w, wlldan.com Project Understanding/Scope of Work Willdan Geotechnical understands that the proposed project consists of resurfacing of Montebello Boulevard from Town Center Drive to City limit as listed in the City's Request for Proposal dated May 5, 2014. PAVEMENT ANALYSIS Scope of Services Willdan geotechnical services shall include investigation and exploring the existing pavement sections within the project boundaries and providing design recommendations for reconstruction/resurfacing of the roadway within the project limits. The services shall include: Review of available background materials and reconnaissance of existing pavement conditions. Conducting geotechnical bodngs/corings at four (4) strategic locations to determine existing pavement sections and collect representative samples of subgrade material for laboratory testing. Prior to boring/coring operation, we will mark the locations and notify Underground Service Alert, and secure permit from the City Engineers office. Laboratory testing of collected soil samples to determine their index and engineering properties. Laboratory testing will include in-place moisture and density, gradation, and R -values. Preparation of Geotechnical Report presenting our findings, conclusions and recommendations. The report will include: a. A map with a approximate locations of borings; b. Logs with measured pavement and aggregate base thicknesses, and subgrade soil de- scription as encountered in borings; c. Summaries of test results; d. Alternative pavement section (AC, ARHM) and overlay design recommendations, for Traffic Index provided; and e. Subgrade and aggregate base construction specifications confirming to Section 19 of Caltrans. Review of plans and specifications, and as needed consultation with design team and the City for bid package preparation. MATERIAL TESTING Scope of Services 1. Attendance at preconstruction meeting by project manager, a California Registered Geotechnical Engineer. 2. Review AC mix design and provide consultation with City for approval of mix designs. 3. Soils technician on site during subgrade preparation and aggregate base placement where total removal and replacement is recommended. Conduct field testing (nuclear gauge) of compacted subgrade and aggregate materials, and collect samples of subgrade and aggregate base material for laboratory determination of maximum density and optimum moisture content. 4. Soils technician on site during placement of hot mix asphalt pavements to monitor the temperature, thickness, and compaction, estimated two days. 5. Plant inspection during production of Asphalt Concrete, estimated two days. 6. Laboratory testing of Asphalt Concrete per project requirements. 7. Provide and submit test results daily to field construction manager/inspector. 8. Provide engineering support, inspector/technician coordination, dispatch, material engineering review, test reporting, QA/QC, and administrative support services. 9. Final report providing our findings and conclusions and summary of field and laboratory testing. 10. We will promptly submit daily reports, which will include information on field observations, sampling and testing, as well as related laboratory testing. These reports will conform to the City of Rosemead PROPOSAL FOR MONTEBELLO BOULEVARD RESURFACING project specifications and applicable codes. These will be provided to the City's designated representative for review. Who we are Willdan Geotechnical is a wholly -awned subsidiary of Willdan Group, Inc. Through its six operating divisions, the company provides consulting Willdan has served both services in engineering; energy, geotechnical, environmental restoration, public agencies and private financial planning, and homeland security. To date, we have nearly 600 clients for 50 years. employees and have served hundreds of public and private -sector clients throughout California, Arizona, Nevada, and Utah. Willdan Geotechnical (formally known as Arroyo Geotechnical) was the original geotechnical division of Willdan. Willdan Geotechnical has built upon its reputation of providing innovative solutions and quality services to our clients in both public and private sectors for 50 years. The management of Willdan Geotechnical is dedicated to the principles of technical excellence and professional quality. Members of the firm consistently strive to apply the strength and experience of the entire Willdan organization to achieve the most practical and effective solution to each project. Financial Strength Willdan has sustained a healthy financial performance record due to Financial Stability a strong, dependable reputation in the consulting and homeland • In Business /or 50 Years security industries. Willdan has cooperated many times throughout • Worth $35 Million its 50 year history with Caltrans during the agency's auditing of the • Revenue of$ne Million • $10 Million Line of Credit firm's accounting records. Our contract agreements for Caltrans • Publicly Traded Ccpa,y projects and Caltrans -funded projects are evidence of our successful (NASDAQ ticker WLDN) fiduciary responsibility. There are no known conditions that will impede Willdan's ability to successfully complete its assignments. What we do Willdan Geotechnical's broad range of services and extensive staff experience can meet the needs in geotechnical and material testing aspects of your projects. Through these years, Willdan Geotechnical has successfully assisted our clients in completing projects in the areas of: • Institutional and Essential Services Buildings • Infrastructure Improvements • Transportation • Commercial and Industrial Developments • Material Testing and Construction Inspection We routinely provide the following services to our clients. Our Mission "To assist you in delivering quality projects on schedule and within budget" City of Rosemead PROPOSAL FOR MONTEBELLO BOULEVARD RESURFACING Geotechnical Engineering • Subsurface Exploration • Shallow and deep foundation • Settlement analysis • Slope stability evaluation • Earth retaining structures • Ground improvements and soil stabilization • Construction observations and monitoring Engineering Geology • Geologic mapping • Fault investigation • Landslide investigation and repair • Slope erosion investigation and stabilization • Dewatering analysis • Pump test assessment Earthquake Engineering • Dynamic soil behavior • Ground motion study • Seismic hazard evaluation and mitigation • Performance evaluation of slopes and retaining walls • Rehabilitation of exiling foundation Material Testing and Inspection • Reinforced concrete • Pre -stressed concrete • Shotcrete/Gunite • Reinforced masonry • Structural steel welding • Fireproofing • Batch Plant Inspection Willdan Geotechnical maintains a full-service laboratory. Our laboratory is certified by Caltrans and the City of Los Angles and our certifications are renewed annually. We also participate in the Cement and Concrete Reference Laboratory Proficiency Program (CCRL). Our Laboratory Facility is located at: 1515 Sunkist Street, Suite E, Anaheim, CA 92806 City of Rosemead PROPOSAL FOR MONTEBELLO BOULEVARD RESURFACING Recent Similar Projects with References Project Pacific Avenue Rehabilitation Owner City of Manhattan Beach Reference Michael A. Guerrero — Civil Engineer, Public Works Department City of Manhattan Beach 1400 Highland Avenue Manhattan Beach, CA 90266 310 802-5355 Project Mission Drive Rehabilitation, Northern Half Owner City of Rosemead - Reference Rafael Fajardo Associate Civil Engineer. 8838 E. Valley Boulevard Rosemead, CA 91770 626 569-2151 Project Mission Drive Rehabilitation from Valley Blvd. to Rosemead Blvd. Owner City of Rosemead Reference Rafael Fajardo Associate Civil Engineer. 8838 E. Valley Boulevard Rosemead, CA 91770 626 569-2151 Project City Wide Residential Streets Rehabilitation Owner City of Rosemead Reference Rafael Fajardo Associate Civil Engineer. 8838 E. Valley Boulevard Rosemead, CA 91770 626 569-2151 Project Downey, Brookshire, 5 , and Rives Streets Owner City of Downey Reference Frank Sanchez Civil Engineer 11111 Brookshire Avenue Downey, CA 90241 562 904-7117 Project Various Residential Streets Owner City of Lawndale Reference Earl Schwartz 4722 Manhattan Beach Boulevard Lawndale, CA 90260 310 973-3260 Project Various Residential and Commercial Streets Owner City of Santa Monica Reference Allan Sheth 1437 4t Street, Suite 300 Santa Monica, CA 90401 310 393-8732 City of Rosemead PROPOSAL FOR MONTEBELLO BOULEVARD RESURFACING Cost In preparing this cost we have assumed that the prevailing wages are applicable. Following is estimated cost for the above scope: Pavement Analysis Field Investigation and Coring, Project Engineer 2 hrs $ 190/hr $ 380.00 Sr. Staff Engineer 8 hrs $ 125/hr $ 1000.00 Vehicle Usage 8 hrs $ 5/hr $ 40.00 Drilling/Coring 6 hrs $ 120/hr $ 720.00 Traffic control 6 hrs $ 95/hr $ 570.00 Laboratory testing, In -Place moisture content 4test $ 18/test $ 72.00 Gradation 4test $ 70/test $ 280.00 R -value Test 1 test $ 240/test $ 240.00 Analysis, Project Management, QA/QC, and Final Report Project Engineer 3 hrs $ 190/hr $ 570.00 Sr. Staff Engineer 8 Hrs S 125/hr $1,000.00 Sub -total Pavement Design: $ 4,872.00 Material Testing Field Testing and Plant Inspection Services, Estimated Two Days Paving Project Engineer 3 hrs $ 190/hr $ 570.00 Sr. Technician (Prevailing Wages) 32 hrs $ 80/hr $ 2,560.00 Field and Plant Vehicle Usage 32 hrs $ 5/hr $ 160.00 Laboratory testing, Subgrade Maximum Density 1 test $165/test $ 165.00 Aggregate Maximum Density 1 test $175/test $ 175.00 Asphalt Maximum Density 1 test $185/test $ 185.00 Asphalt Extraction 1 test $185/test $ 185.00 Analysis, Project Management, QA/QC, and Final Report Project Engineer 3 hrs $ 190/hr $ 570.00 Sr. Staff Engineer 4 hrs $ 125/hr $ 500.00 Sub -total Material Testing: $ 5,070.00 GRAND TOTAL: $ 9,942.00 city of Rosemeatl PROPOSAL FOR MONTEBELLO BOULEVARD RESURFACING WILLDAN ENGINEERING EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement orendorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in anyway on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to Cityfor injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000.00 per occurrence. LIS WILLDAN ENGINEERING Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurers duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are licensed carriers in the state of Califomia and with an A. M. Bests rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Consultant and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. M WILLDAN ENGINEERING 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor' (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12.The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. M WILLDAN ENGINEERING 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17.The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. 19.These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21.Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or FMI WILLDAN ENGINEERING Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. M nEtM L - CERTIFICATE OF LIABILITY INSURANCE 1't/20MN"""""' 9/11/2014 THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policytiss) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements). PRODUCER NAME: Deasy, Renton 8 Associates °HONE 27-6810 F>ro Nn. P. O. Box 10550 E-MAIL - Santa Ana CA 92711-0550 Aooasss'. 'Dsdra.com INSURERS AFFORDING COVERAGE NAXI _:7tavElets Property CmsStallXCoofA -._ .L._ INSVREftA __ _ INSURED Wilton Geotechnical 1515 S. Sunkist St., #E / F Anaheim CA 92806 CNOINEBACEIR CERTIFICATE NUMBER' rcncRw Rv1 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERM$ EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. A %P LIMITS 7R TYPE OFINSURANLE OLOSBa POLICY EFF POLOSE INNS RonI POLICY NUMBERMMIOOIWYV " A I OENERALLIABILITY Y Y 16301158P020 '111912013 11/912/14 FACT OCCURRENCE 51,000,000 %_ COMMERCIgL GENERAL LIABILITY ACORD name and logo AMFDEU RE, D AflEMI6 E5 Ee ocw�renw 51,001,010_ MSOE%P (n,y p,e Pereoo !s1000o _I CLAIMS MADE [OGVR ''. X Comrodual PERsoNALagw wJORY s19oo,001. X BFPDXCU L GENERALYGGRPGArE IS2,Out ,000 _ LIMn APPLES PER IPRCDVCS- COMPpP ROG 152 JIM 000 f PENLAGOREGA_TE Pan X PR0. La A AiJmMOEILE UABn11Y 810115SP020 111912013 111912m4 1Ea xciEenl AUILILIRX 81000000 BODILY NJURY iPmP-1 $ g ANY AUTO BODILY INJURY lPaa,�mml vativ@kiv DAMAGE mer actleenU - ALLOWNEO - $G"EDULED Auros aLros rvcrvLwnzO X HIRED AL70S 'Y Auros I'I $ - --- _--- E s UMBRELLA UNS OCCUR'., EACXOCCL'flRENCE 15 EXCESS LIAB GU:M_S_M_ADE AGGFEGfdE _'S_ -_ OED RETENnOUS .5 0 VIORNERa COMPExSOnOx aNEnERSCONGD EMPLOYBERS LABLTY PROPRI ETOR9ARTNER E%ECLT VE VIN OFF CERAREMBER E%CLAEO? O Ay H UBID41]616 11/9/2013 111912014 " " I% LS - Orrvl L_ 3YLMI 5 — — G ACCIDENT $110p101 � - — — --- - - is,TYRory n NX E L DISEASE- EA EMPLOYEEI 11 000 000 E u Yexce:mee„mrr LOCRIDID DISEASE -PO r B. 010 B PrOlessional LlabiliryEm Oleims M.Sa AED977441114 111912013 111912014 IPer Clann $ 000,D00 IAonual Aggregate 51.100.000 PTIONOFOPEMTONSILOCATIONSIVExICLEA Aeae1,ALORD101 AdEv...IS ..nkXSAh.dR,f,,S,p ami. I. A—) General Liability policy excludes claims arising out of the performance of professional services. Independent Contractors are included as respecus tD General Liability. 10 Days for Non-Paymen1130 day notice far cancellation. Re'. Geotechnical services for design and construction for the Montebello Boulevard resurfacing project City of Rosemead, its offcials, employees and agents are additional insured as respects to General Liability as required by written contract. Primary and Non -Contributing coverage, Cross Liability Coverage, Waiver of Subrogation applies to GL as required by written contract. See Attached... SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Rosemead ACCORDANCE WITH THE POLICY PROVISIONS. Attn'. Rafael Fajardo, Associate Engineer All rights reserves. PO Box 399 Rosemead CA 91770 AU som2eo REPRESENTATIVE U 1 9Ba-201U ADD NU UUHPUHA I IUN. All rights reserves. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC 9: AC RO D® ADDITIONAL REMARKS SCHEDULE Pagel of 1 AGENCY NAMED INSURED Dealey, Renton 8 Associates Affair Geotechnical 1515 S. Sunkist St., #E ! F Anaheim CA 92806 Pouw NUMBER CAPPIER NA106DOE EFFECTIVE OATF THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE and Non -Contributing coverage, Waiver of Subrogation applies to Auto Liability as required by written contract. Waiver of ition or Rights applies to WorkersCompensation policy only as required by a written signed contract prior to any loss occurring' All riahls reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTO 810115SP020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless mock fied by the endorsement. GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limilations and exclusions may apply to these coverages. Read all the provisions of this en. dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE—INCREASED LIMIT B. BLANKET ADDITIONAL INSURED I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES —INCREASED LIMIT C. EMPLOYEE HIRED AUTO J. PERSONAL EFFECTS D. EMPLOYEES AS INSURED K. AIRBAGS E. SUPPLEMENTARY PAYMENTS —INCREASED L. NOTICE AND KNOWLEDGE OF ACCIDENT LIMITS OR LOSS F. HIRED AUTO — LIMITED WORLDWIDE M. BLANKET WAIVER OF SUBROGATION COVERAGE — INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE — GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION If — LIABILITY COV. ERAGE: Any organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision Is afforded only un- til the 180th day after you acquire or forth the or- ganization or the end of the policy period, which- ever is earlier. B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II — LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that Is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addl- tlonal insured is an "insured" for Liability Cover- age, but only for damages to which this insurance applies and only to the extent that person or or- ganization qualifies as an "insured" under the Who Is An Insured provision contained in Section IL C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — LI- ABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. CA T3 53 03 10 02010 Me Travelers Indemnity Company. Pagel of Includes copyrighted materiel 0Insurance Services ORme. Inc. with Its permission. COMMERCIAL AUTO 2. The following replaces Paragraph b. in 8.5., within such country or jurisdiction, for Liability Other Insurance, of SECTION IV - BUSI- Coverage for any covered "auto' that you NESS AUTO CONDITIONS: lease, hire, rent or borrow without a driver for b. For Hired Auto Physical Damage Cover- a period of 30 days or less and that is not an age, the following are deemed to be cov- "auto' you lease, hire, rent or borrow from "employees", ered "autos" you own: any of your partners (it you are a partnership), members (if you are a limited (1) Any covered "auto" you lease, hire, liability company) or members of their house - rent or borrow; and holds. (2) Any covered "auto' hired or rented by (a) With respect to any claim made or "suit" your "employee" under a contract in brought outside the United States of that individual "employee's" name, America, the territories and possessions with your permission, while perform- of the United States of America, Puerta Ing duties related to the conduct of Rico and Canada: your business. (I) You must arrange to defend the "in - However, any "auto" that is leased, hired, sured" against, and investigate or set - rented or borrowed with a driver is not a tle any such claim or "suit" and keep covered "auto". us advised of all proceedings and so - D. EMPLOYEES AS INSURED tions. The following is added to Paragraph A.1., Who Is (ii) Neither you nor any other involved An Insured, of SECTION II - LIABILITY COV- "insured' will make any settlement ERAGE: without our consent. Any "employee" of yours is an 'insured" while us- (III) We may, at our discretion, participate ing a covered "auto" you don't awn, hire or borrow in defending the "insured' against, or in your business or your personal affairs. in the settlement of, any claim or E. SUPPLEMENTARY PAYMENTS - INCREASED "suit". LIMITS (Iv) We will reimburse the "insured" for sums that the "insured" legally must 1. The following replaces Paragraph A.2.a.(2), pay as damages because of "which ofSECTION II-LIABILITYCOVERAGE. injury" or "property damage" to which (2) Up to $3,000 for cost of bail bonds (in- this insurance applies, that the "in- cluding bonds for related traffic law viola- sured" pays with OUT Consent, but tions) required because of an "accident" only up to the limit described in Para - we cover. We do not have to furnish graph C., Limit Of Insurance, of SEC - these bonds. TION II - LIABILITY COVERAGE. 2. The following replaces Paragraph A.2.a.(4), (v) We will reimburse the "insured" for of SECTION II- LIABILITY COVERAGE: the reasonable expenses incurred (4) All reasonable expenses incurred by the with our consent for your investiga- "insured" at our request, including actual tion of such claims and your defense loss of earnings up to $500 a day be- of the "insured" against any such cause of time off from work. "suit", but only up to and included within the limit described in Para - F. HIRED AUTO - LIMITED WORLDWIDE COV. graph C., Limit Of Insurance, of ERAGE- INDEMNITY BASIS SECTION II - LIABILITY COVER - The following replaces Subparagraph (5) in Para- AGE. and not in addition to such limit. graph B.7., Policy Period, Coverage Territory, Our duty to make such payments of SECTION IV - BUSINESS AUTO CONDI. ends when we have used up the ap- TIONS: plicable limit of insurance In pay - (5) Anywhere In the world, except any country or ments for damages, settlements or Jurisdiction while any trade sanction, em- defense expenses. bargo, or similar regulation imposed by the (b) This insurance is excess over any valid United States of America applies to and pro- and collectible other insurance available hibits the transaction of business with or Page 2 of 4 m 2010 The Travelers Indemnity Company. CA T3 53 0310 Includes copydghled materlal.(Insurance Services Ofrme, Inc. whh ds permissicr. to the "Insured" whether primary, excess contingent or on any other basis. (c) This insurance is not a substitute for re- quired or compulsory insurance in any country outside the United States, its for - litanies and possessions, Puerto Rica and Canada. You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law, Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. (d) Itis understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE - GLASS The following is added to Paragraph D., Deductl- ble, of SECTION 111 - PHYSICAL DAMAGE COVERAGE' No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF USE - INCREASED LIMIT The following replaces the last sentence of Para- graph AA.b., Loss Of Use Expenses, of Sil TION III - PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use Is $65 per day. to a maximum of $750 for any one "accident". I. PHYSICAL DAMAGE - TRANSPORTATION EXPENSES -INCREASED LIMIT The following replaces the first sentence in Para- graph AA.a.. Transportation Expenses, of SECTION III - PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a Co t- ered "auto" of the private passenger type. COMMERCIAL AUTO J. PERSONAL EFFECTS The following is added to Paragraph AA., Cover- age Extensions, of SECTION III - PHYSICAL DAMAGE COVERAGE: Personal Effects We will pay up to $400 for "loss" to wearing ap- parel and other personal effects which are: (1) Owned by an "Insured"; and (2) In Cron your covered "auto". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Effects coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III - PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags In a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b, and A.1.c., but only: a. If that "auto" Is a covered "auto' for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV - BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or "loss" is known to: (a) You (if you are an individual); (b) A partner (if you are a partnership); (c) A member (if you are a limited liability com- pany); (d) An executive officer, director or insurance manager (if you are a corporation or other or- ganizatlon); or (e) Any "employee" authorized by you to give no- tice of the "accident" or "loss" - CA T3 53 03 10 02010 The Travelers Indemnity Company. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.S., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident" or'loss", provided that the "accident" or 'loss" arises out of operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Con- cealment, Misrepresentation, Or Fraud, of SECTION IV —BUSINESS AUTO CONDITIONS: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this Insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non -renewal. Page 4 of 4 0 2010 The Travelers Indemnity Company. CA T3 53 03 10 Includes copyrighted material of Insurance Services Office, Inc. with Its permission. COMMERCIAL GENERAL LIABILITY 6301158P020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement medifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II -WHO IS ANINSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury": and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor In the performance of "your work" to which the "written contract requiring insurance' applies. The person or Organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The insurance provided to such additional insured is limited as follows'. c. In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "wdnen contract requiring Insurance", the in- surance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement shall not increase the limits of insurance described in Section III - Limits Oflnsurance. d. This insurance does not apply to the render- ing of or failure to render any "professional services" or construction management errors or emissions. e. This insurance does not apply to "bodily in- jury" or "property damage" caused by "your work" and included In the "products - completed operations hazard" unless the "written contract requiring insurance" specifi- cally requires you to provide such coverage for that additional insured, and then the insur- ance provided to the additional insured ap- plies only to such "bodily injury" or property damage' that occurs before the end of the pe- riod of gone for which the "written contract re- quiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2. The fallowing is added to Paragraph 4.a. of SEC- TION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS'. The insurance provided to the additional insured is excess over any valid and collectible 'other in- surance", whether primary, excess, contingent or on any other basis, that is available to the addi- tional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the ad- ditional insured under this Coverage Pan must apply on a primary basis or a tannery and non- contributory basis. this insurance is primary to "other insurance" available to the admicnal in- sured which covers that person or organization as a named insured for such loss, and we will not share with that 'other insurance'. But this insur- ance provided to the additional Insured still is ex- cess over any valid and collectible "other insur- ance", whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any "other insurance". 3. The following is added to SECTION IV - COM- MERCIAL GENERAL LIABILITY CONDITIONS: Duties Of An Additional Insured As a condition of coverage provided to the achl tonal insured: a. The additional insured must give us written notice as soon as practicable of an 'occur- rence" or an offense which may result in a claim. To the extent possible, st.ch notice should include. CG D4 14 04 08 9 2008 Th, rrave,ers comnal, es, nc Page 1 of 2 COMMERCIAL GENERAL LIABILITY L How, when and where the "occurrence" any provider of other Insurance which would or offense took place; cover the additional insured for a loss we Il. The names and addresses of any injured cover. However, this condition does not affect persons and witnesses; and whether this insurance provided to the ade- 111. The nature and location of any injury or tional insured is primary to that other insur- damage arising out of the "occurrence" or ante available to the additional insured which offense. covers that person or organization as a named insured. b. If a claim is made or "suit" is brought against the additional Insured, the additional insured must: I. Immediately record the specifics of the claim or "suit" and the date received; and ii. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. The additional insured must immediately send us copies of all legal papers received in con- nection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit', and oth- erwise comply win all policy conditions. d. The additional insured must tender the ce- fame and indemnity of any claim or "su'',P:o 4. The following is added to the DEFINITIONS Sec- tion_ "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to Include a person or or- ganization as an additional insured on this Cover- age Part, provided that the "bodily injury" and "property damage" occurs and the "personal In- jury" is caused by an offense committed. a. After the signing and execution of the contract or agreement by you; b, While that part of the contract or agreement is in effect: and c. Before the end of the policy period Page 2 of 2 ©zeoe Tpe travelers Companies, I, CG D4 14 04 08 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (00) -- POLICY NUMBER: UB7D417916 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. 'Pie will not enforce our right against the person or organization named in the Schedule. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be %ofthe California workers compensation premium otherwise due on such remuneration. Schedule Person or Organization: Job Description: Any person or organization for which the Insured has completed a written agreement to provide this waiver DATE OF ISSUE: 11/09/13-11/9/1014 POLICY NUMBER: 630115 SP020 COMMERCIAL GENERAL LIABILITY CG 240410 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US THs endorsement modifies insurance provided wader the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: AS REQUIRED BY WRITTEN CONTRACT (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section N - COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your wark" done under a contract with that person or organization and included in the "products -completed ops ations haeard" This waiver applies only to the person or organizafion shown In the Schedule above. CG 24061093 Copyright, Insurance Services Office, Inc., 1992 oATE IM MIODIE—' CERTIFICATE OF LIABILITY INSURANCE 11/R/ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER. AND THE CERTIFICATE HOLDER. the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the aley, Renton & Associates O. Box 10550 ma Ana CA 92711-0550 IRSURED Vatican Engineering 2401 E. Bel Avenue, Ste. 300 Anaheim CA 92806 COVERAGES CERTIFICATE NUMBER: 1545402239 REVISION NUMBER: INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, FXCI UNIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LlR TYPE OF INSURANCE INSR BR MO POLICY EFF POUCYNUMBER MMIDD/YYYY POLICY E%P MMIOOnTIY LIMITS A 1 GENERAL LIABILITY Y 301158PO20 1/912013 11912014 EACH OCCURRENCE $1,000.000 COMMERCIAL GENERAL LIABILITY AMP PREMISES Ee ^pyoena $1,000,000 MED CRY LY one ca l $10.000 CLAIMS -MADE OOCCUR PERSONAL& ADV INJURY $1000 Boo x COnOdCWdI x BFPD, XCU GENERALAGGREGATE $2,000000 GEN' L AGGREGATE LIMIT APPLIES PER PRODUCTS COMWOPAGG $2,000000 $ POLICY X PRO LO- A AuioaoeaE LIABILITY 8101158P020'i11/912013 1/9/2014 E�u SINGE Urs i a emiaem L 1,000.000 ROD I LY NJURY Per peon) X ANY AUTO BODILY INJURY IPer ecoi dent/ $ ALL OWNED SOHEDULED AUTOS AUTOS X X ON-0WVED HIRED AUTOS AUTOS pROaP CR ^DAMAGE $ $ UMBRELU LINE OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS MADE DEC I I RETENTION $ $ A WORKERS COMPENSATION UB7D41I816 11/9/2013 1/912014X WCSTASU AND EMPLOYERS' LIABILITY YIN ANY PROPRI"CAPARTHEWE%ECUTIVE EL EACH ACCIDENT $1,000.000 EL DISEASEEAEMPLOYE $1.000,000 OFFICERIMEMBER CeCUL ❑ IMarmat"in NN) NIP - sEpsE Pouw uMlT 11 000.0,10 Ee—He Inner 0 3C RwnoN OF OPERATIONS oeI,_v B Pmlessmnal Lla001y Clalma Made EDBn44m4 11/912013 1192014 Per Claim $1,000000 , h Annual Aggregate 51,000.000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES Ne ach ACORD 101, Additional RareaAa Schedule, if more space Is required) General Liability policy excludes claims arising out of the performance of professional services. Independent Contractors are included as respects to General Liability. 30 Day NOC/10 Day for NonPay of Prem Building & Safety Plan Check - City of Rosemead is Additional Insured as respects General Liability. Primary & Non -Contributing applies to GL.(AI/PR/X) (INDUSTRY) CERTIFICATE HOLDER CANCELLATION V 1981 AULIKU GLIKI'LlI IUN. AN ngnrs reserves. ACORD 25 (2010105) The ACORD name and logo am registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Rosemead ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Glona Molleda 8838 E. Valley Blvd. Rosemead CA 91770 AUTHORIZED REPRESENTATIVE DA.L;Y. Jhortp V 1981 AULIKU GLIKI'LlI IUN. AN ngnrs reserves. ACORD 25 (2010105) The ACORD name and logo am registered marks of ACORD COMMERCIAL GENERAL LIABILITY 6301158PO20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1, The following is added to SECTION II — WHO Is ANINSURED. Any person or organization that you agree in a 'written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", 'property damage" or "personal injury": and b. If. and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the be enchants of "your work" to which the "written contract requiring Insurance" applies. The person or organization does not qualify as an additional insured with respect to the independent acts or emissions of such person or organization. The insurance provided to such additional insured is limited as follows'. c. In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the in- surance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement shall not increase the limits of insurance described in Section III — Limits Of insurance. d. This insurance does not apply to the render- ing of or failure to render any "professional services" or construction management erro-s or omissions. e. This insurance does not apply to "bodily in- jury" or "property damage" caused by "your work" and included in the "products - completed operations hazard" unless the "written contract requiring insurance" specifi- cally requires you to provide such coverage for that additional insured, and then the insur- ance provided to the additional insured ap- plies only to such "bodily injury' or "property damage" that occurs before the end of the pe- riod of time for which the "written contract re- quiring insurance" requires you to ?rovide such coverage or the end of the policy period. whichever is earlier. 2. The following is added to Paragraph 4.a. of SEC- TION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS. The insurance provided to the additional insured is excess over any valid and collectible'other in- surance", whether primary, excess, contingent or on any other basis, that is availab,e to the addi- tional insured for aess we cover. However, if you specifically agree in the "written contract requiring insurance" that this insu-ance provided to the ad- ditional insured under this Coverage Part mus' apply on a primary basis or a primary and non- contributory basisthis insurance is primary to "other insurance" available to 'he additional in- sured which covers that person or organization as a named insured for such loss, and we will not share with that "other insurance' But this insur- ance provided to the additional insured still is ex- cess over any valid and collectible 'other insur- ance", whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any "Other insurance 3. The following is added to SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDITIONS: Duties Of An Additional Insured As a condition of coverage provided to the addi- tional insured: a. The additional insured must give us written notice as soon as practicable of an "occur- rence' or an offense which may result in a claim. To the extent possible, such notice should include. CG D4 14 04 08 ©2dc5'he travelers Comoai es. �c. Pagel of COMMERCIAL GENERAL LIABILITY I. How, when and where the "ocourrence" or offense took place', IL The names and addresses of any injured persons and witnesses. and Ill. The nature and location of any injury or damage arising out of the "occurrence" or offense. If a claim is made or "suit" is brought against the additional insured, the additional insured must: I. Immediately record the specifics of the claim or "suir and the date received: and it. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. She additional insured must immediately send us copies of all legal papers received in con- nection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and oth- erwise comply with all policy conditions. d. The additional ins,ired must tender the ce- fense and indemnity of any claim or "soC to any provider of other insurance which would cover the additional insured for a loss we cover. However, this condition does not affect whether this insurance provided to the addi- tional insured is primary to that other insur- ance available to the additional insured which covers 'hat person or organization as a named insured. 4. The following is added to 'he DEFINITIONS Sec - ton "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person 01 or- ganization as an additional insurec on this Cover- age Part, provided that the "bodily tell and "property damage" occurs and the "personal in- jury" is caused by an offense committed: a. After the signing and execution of the con'ract or agreement by you'. b. While that part of the contract or agreement Is in effect, and C. Before the end of the policy period. Fags 2 of 2 O zoos Tile Travelers Companies.',nc CG D414 04 08 1a ACORO CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYVY) 11/8/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER-- NTACT NAME:Thorp FAX PHEAICONE .714 427-6810 ac No: No Eana Dealey, Renton & Associates P. O. Box 10550 Santa Ana CA 92711-0550 EMA ADDREss:ktho insd m INSURERS AFFORDING COVERAGE NAIC # - INSURER A: Travelers ProU of 25674 11/9/2013 INSURED - INSURER B:Catlm Insu nceCompany.Inc. INSURER C: Wllldan Engineering INSURER D: 2401 E. Katella Avenue, Sts. 300 (r.,.. Anaheim CA 92806 .-.' ' E: IINSURER NSURER F COVERAGES CERTIFICATE NUMBER: 1.ri41;4r172iq REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM/DDIYYYY POLICY EXP MMIDD/YYYY LIMITS A GENERAL LIABILITY Y 6301158PO20 11/9/2013 1/9/2014 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Ea occunence $1,000,000 CLAIMS -MADE IX I OCCUR MED EXP (Any one person) $10,000 PERSONAL &ADV INJURY $1,000,000 X Contractual X BFPD,XCU GENERAL AGGREGATE $2,000,000 GEWL AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OPAGG $2,000,000 $ POLICY %( PRO -LOC JECT —1 ACOMBINED AUTOMOBILE LIABILITY 8101158P020 1/9/2013 1/9/2014 SINGLE LIMIT Ea accident 1,000,000 BODILY INJURY (Per person) $ %< ANYAUTO BODILY INJURY (Per accident) $ ALL OWNED SCHEDULED AUTOS AUTOS PROPERTYaccidenDAMAGE $ X HIRED AUTOS X NON -OWNED AUTOS UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTION$ $ I I A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY _YIN UB7D417816 11/9/2013 111912014 X WC STATU- OTH- TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE❑ OFFICER/MEMBER EXCLUDED? NIA E.L. EACH ACCIDENT $1,000,000 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 B Professional Liability Claims Made ED977441114 11/9/2013 1/9/2014 Per Claim $1,000,000 Annual Aggregate $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ANach ACORD 101, Additional Remarks Schedule, if more space is required) General Liability policy excludes claims arising out of the performance of professional services. Independent Contractors are included as respects to General Liability. 30 Day NOC/10 Day for NonPay of Prem Building & Safety Plan Check. - City of Rosemead is Additional Insured as respects General Liability. Primary & Non -Contributing applies to GL. (AI/PR/X) (INDUSTRY) r:FRTIFIr:ATF NrTI nF:R rANr'FI I ATICIN ©1988.2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Rosemead ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Gloria Molleda 8838 E. Valley Blvd. Rosemead CA 91770 AU HORIZED REPRESENTATIVE �II�� l.h.lryu.- U ✓ o-zp ©1988.2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY 6301158PO20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring Insurance" applies. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The insurance provided to such additional insured is limited as follows: c. In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the in- surance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring Insurance" This endorsement shall not increase the limits of insurance described in Section III — Limits Oflnsurance. d. This insurance does not apply to the render- ing of or failure to render any "professional services" or construction management errors or omissions. e. This insurance does not apply to "bodily in- jury" or "property damage" caused by "your work" and included in the "products - completed operations hazard" unless the "written contract requiring insurance" specifi- cally requires you to provide such coverage for that additional insured, and then the insur- ance provided to the additional insured ap- plies only to such "bodily injury" or "property damage" that occurs before the end of the pe- riod of time for which the "written contract re- quiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2. The following is added to Paragraph 4.a, of SEC- TION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible "other in- surance", whether primary, excess, contingent or on any other basis, that is available to the addi- tional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the ad- ditional insured under this Coverage Part must apply on a primary basis or a primary and non- contributory basis. this insurance is primary to "other insurance" available to .he additional in- sured which covers that person or organization as a named insured for such loss, and we will not share with that "other insurance". But this insur- ance provided to the additional Insured still is ex- cess over any valid and collectible 'other insur- ance", whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any "other insurance". 3. The following is added to SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDITIONS: Duties Of An Additional Insured As a condition of coverage provided to the addi- tional insured: a. The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, such notice should include: CG D4 14 04 08 © 2008 The Travelers Compares, enc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY i. How, when and where the "occurrence" or offense took place; If. The names and addresses of any injured persons and witnesses; and !it. The nature and location of any injury or damage arising out of the "occurrence" or offense. b. if a claim is made or "suit" is brought against the additional insured, the additional insured must: i. Immediately record the specifics of the claim or "suit' and the date received; and ii. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit' as soon as practicable. c. The additional insured must immediately send us copies of all legal papers received in con- nection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit', and oth- erwise comply with all policy conditions. J. The additional insured must tender the de- fense and indemnity of any claim or "suit' to any provider of other insurance which would cover the additional insured for a loss we cover. However, this condition does not affect whether this insurance provided to the addi- tional insured is primary to that other insur- ance available to the additional insured which covers that person or organization as a named insured. 4. The following is added to the DEFINITIONS Sec- tion: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or or- ganization as an additional insured on :his Cover- age Part, provided that the "bodily injury" and "property damage" occurs and the 'personal in- jury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you: b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 of 2 0 2008 The Travelers Companies, Inc. CG 04 14 04 08 5 E M E 0. ol A00048 9 . �RPORMU j9h9 PROFESSIONAL SERVICES AGREEMENT PUBLIC WORKS/ ENGINEERING CONSULTING SERVICES (WILLDAN ENGINEERING, INC.) 1. PARTIES AND DATE. This Agreement is made and entered into this this 15t day of August, 2013 (effective date) by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Willdan Engineering, Inc. with its principal place of business at 13191 Crossroads Parkway North, Suite 405, Industry, CA 91746 ("Consultant'). City and Consultant are sometimes individually referred to herein as "Party' and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional public works 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 professional public works consulting services ("Services") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional public works consulting services necessary for the Project ("Services'). The Services are more WILLDAN ENGINEERING, INC. Page 2 of 11 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 the effective date listed above until July 31, 2016, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a WILLDAN ENGINEERING, INC. Page 3 of 11 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. . 3.2.5 City's Representative. The City hereby designates the Director of Public Works, 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 Mr. William C. Pagett or his/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/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub -consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. WILLDAN ENGINEERING, INC. Page 4 of 11 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall maintain prior to the beginning of and for the entire duration of this Agreement an insurance coverage and policy as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement as specified in the attached Consultant proposal (i.e., hourly rates), but not to exceed One hundred Fifty Thousand Dollars ($150,000.00) per fiscal year. 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, WILLDAN ENGINEERING, INC. Page 5 of 11 within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("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 agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. 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. 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. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice WILLDAN ENGINEERING, INC. Page 6 of 11 to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this 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: Willdan Engineering 13191 Crossroads Parkway North, Suite 405 Industry, CA 91746 Tel: (562) 908-6200 Attn: William C. Pagett, Vice President CITY: City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Director of Public Works Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual WILLDAN ENGINEERING, INC. Page 7 of 11 property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with. one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at WILLDAN ENGINEERING, INC. Page 8 of 11 Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. WILLDAN ENGINEERING, INC. Page 9 of 11 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. 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. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. WILLDAN ENGINEERING, INC. Page 10 of 11 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next page] WILLDAN ENGINEERING, INC. Page 11 of 11 CITY OF ROSEMEAD itynager_ Attest: "C"ityClerk Gloria Molleda, D to Approved as to Form: WILLDAN ENGINEERING, INC. By: Z Date Name: %. !(,nom Title: 45 r2 . V« 0�.ec-- [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] R Name: Rachel Richman Date City Attorney Title: JhP F-ARN EXHIBIT A SCOPE OF SERVICES/ RATE SCHEDULE A-1 WILLDAN ENGINEERING Schedule of Hourly Rates Effective July 1, 2013 to June 30, 2014 ENGINEERING Technical Aide... ................................................................. $88.00 Drafter1................................................................................ 98.00 Drafter 11............................................................................. 103.00 Senior Drafter..................................................................... 113.00 GIS Analyst I...................................................................... 118.00 GIS Analyst I I..................................................................... 134.00 GIS Analyst I II.................................................................... 155.00 Design Engineer I............................................................... 118.00 Design Engineer II.............................................................. 124.00 DesignerI........................................................................... 118.00 Designer II ................. r......... ....................... I .... ................... 124.00 Senior Design Engineer I .................................................... 129.00 Senior Design Engineer II ................................................... 134.00 Senior Designer.................................................................. 134.00 Associate Engineer............................................................ 139.00 Design Manager................................................................. 139.00 Senior Design Manager ...................................................... 149.00 Senior Engineer.................................................................. 149.00 Supervising Engineer......................................................... 165.00 ProgramManager.............................................................. 185.00 Project Manager................................................................. 185.00 City Engineer...................................................................... 185.00 Principal Project Manager .................................................. 185.00 Deputy Director.................................................................. 195.00 Director............................................................................... 195.00 Principal Engineer.............................................................. 215.00 CONSTRUCTION MANAGEMENT Labor Compliance Specialist ................................................ 98.00 Labor Compliance Manager ............................................... 124.00 Utility Coordinator............................................................... 129.00 Assistant Construction Manager ......................................... 124.00 Construction Manager........................................................ 149.00 Senior Construction Manager ............................................. 160.00 Project Manager................................................................. 185.00 Deputy Director.................................................................. 195.00 Director............................................................................... 195.00 INSPECTION SERVICES Assistant Public Works Observer .........................**103.00/113.00 103.00 Public Works Observer.........................................**103.00/113.00 118.00 Senior Public Works Observer ........................................... 113.00 Supervising Public Works Observer ................................... 124.00 MAPPING AND EXPERT SERVICES Survey Analyst I................................................................. 103.00 Survey Analyst II................................................................ 118.00 Calculator I......................................................................... 103.00 Calculator II........................................................................ 113.00 Senior Calculator................................................................ 124.00 Senior Survey Analyst........................................................ 134.00 Supervisor - Survey & Mapping .......................................... 160.00 Principal Project Manager .................................................. 185.00 LANDSCAPE ARCHITECTURE Assistant Landscape Architect............................................103.00 Associate Landscape Architect...........................................118.00 Senior Landscape Architect ................................................129.00 Principal Landscape Architect.............................................155.00 Principal Project Manager ...................................................185.00 BUILDING AND SAFETY Assistant Code Enforcement Officer.....................................72.00 Plans Examiner Aide.............................................................77.00 Assistant Construction Permit Specialist...............................77.00 Construction Permit Specialist ..............................................82.00 Code Enforcement Officer .....................................................82.00 Assistant Building Inspector...................................*`98.00/113.00 Senior Code Enforcement Officer.........................................98.00 Senior Construction Permit Specialist.................................103.00 Supervising Construction Permit Specialist .........................108.00 Building Inspector.................................................**108.00/113.00 Supervisor Code Enforcement............................................118.00 Senior Building Inspector ....................................................118.00 Plans Examiner...................................................................118.00 Supervising Building Inspector............................................129.00 Senior Plans Examiner ........................................................129.00 Inspector of Record.............................................................144.00 Deputy Building Official .......................................................144.00 Plan Check Engineer..........................................................144.00 Building Official...................................................................155.00 Supervising Plan Check Engineer.......................................155.00 Principal Project Manager ...................................................185.00 Deputy Director...................................................................195.00 Director...............................................................................195.00 PLANNING - Community Development Technician....................................88.00 Planning Technician..............................................................88.00 Assistant Planner................................................................108.00 Assistant Community Development Planner .......................108.00 Associate Community Development Planner ......................118.00 Associate Planner...............................................................118.00 Senior Community Development Planner...........................134.00 Senior Planner....................................................................134.00 Principal Community Development Planner ........................155.00 Principal Planner.................................................................155.00 Deputy Director...................................................................195.00 Director...............................................................................195.00 ADMINISTRATIVE Computer Data Entry ............................................................67.00 Clerical..................................................................................67.00 Word Processing...................................................................67.00 Mileage reimbursement will be charged at the current Federal guideline rate at the time of billing. Vehicles will be charged at a monthly rate of $500.00. ** Prevailing Wage Project, Use $113.00 Additional billing classifications may be added to the above listing during the year as new positions are created. Consultation in connection with litigation and court appearances will be quoted separately. The above schedule is for straight time. Overtime will be charged at 1.5 times, and Sundays and holidays, 2.0 times the standard rates. Blueprinting, reproduction, messenger services, and printing will be invoiced at cost plus fifteen percent (15%)- A sub consultant management fee of fifteen percent (15%) will be added to the direct cost of all sub consultant services to provide for the cost of administration, consultation, and coordination. Valid July 1, 2013 thru June 30, 2014, thereafter, the rates may be raised once per year to the value of change of the Consumer Price Index for the Los Angeles/Orange County/Sacramento area, but not more than five percent per year. EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self- insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1 Million per occurrence. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or M omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. & All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured M endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or selfinsured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. MKI 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17.The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. 19.These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. M ACOR ,. CERTIFICATE OF LIABILITY INSURANCE MIDDIYY) 11 1l/1/ 2012 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Dealey, Renton & Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P. O. Box 10550 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Santa Ana CA 92711-0550 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. A GENERAL LIABILITY INSURERS AFFORDING COVERAGE INSURED INSURERA: Travelers Property Casualty CO of Ameri Willdan Engineering 2401 E. Katella Avenue, Ste. 300 Anaheim CA 92806 INSURERB:Catlin Insurance Company, Inc. INSURER c: American Automobile Ins. Co. INSURER D' INSURER E: COVERAGES HE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. OTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS ERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL HE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY NUMBER POLICY POLICYEXPIRATION DATE immonmi LIMITS A GENERAL LIABILITY G301158PO20 11/9/2012 11/9/2013 EACH OCCURRENCE $1 000,000 FIRE DAMAGE (Any one fire) $1 000 000 X COMMERCIAL GENERAL LIABILITY AUTHORIZED REPRESENTATIV CLAIMS MADE 1XI OCCUR MEDEXP(Anyoneperson) $10,000 PERSONAL S ADV INJURY $1,000,000 X Contractual X BFPD, XCU GENERAL AGGREGATE $2,000,000 GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOPAGG $2,000,000 POLICY }[ PRO- LOC A AUTOMOBILE X LIABILITY ANY AUTO 6101158PO20 11/9/2012 11/9/2013 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY $ (Perecddent) X X HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE $ (Per.redenl) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHERTHAN EA ACC $ ANY AUTO AUTO ONLY: AGO $ EXCESS LIABILITY EACH OCCURRENCE $ AGGREGATE $ OCCUR CLAIMS MADE $ $ DEDUCTIBLE $ RETENTION $ C WORKERS COMPENSATION AND WZP81007462 11/9/2012 11/9/2013 X I iwmut109- EMPLOYERS' LIABILITY E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE -POLICY LIMIT $1.000.000 B OTHER Professional Liability Claims Made AED977441113 11/9/2012 11/9/2013 Per Claim $1,000,000 Annual Aggregate $1,000,000 DESCRIPTION OF OPERAnONSILOCAnONSIVEHICLESIEXCLUSIONS ADDED BY ENDORSEMENDSPECIAL PROVISIONS eneral Liability policy excludes claims arising out of the performance of professional services. Independent Contractors are included as respects to General Liability. e: General public works and professional engineering services City of Rosemead, its officials, employees, and agents re Additional Insured as respects to General Liability as required by written contract. Primary & Non -Contributing applies to GL and Auto as required by written contract. Waiver of Subrogation applies to GL as required by written ontract. Separation of Insureds (Cross Liability) Except with respect to the Limits of Liability in this Liability ee Attached... CERTIFICATE HOLDER I I ADDITIONAL INSURED; INSURER LETTER: CANCELLATIONIO Day notice for Non -Pa nt nf Prem ACORD 25-S (7/97) 0 ACORD CORPORATION 7988 7 J SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER City of Rosemead KILL MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE Attn: Chris Marcarello, Dir. P.W. HOLDER NAMED TO THE LEFT. P.O. Box 399 Rosemead CA 91770 AUTHORIZED REPRESENTATIV ACORD 25-S (7/97) 0 ACORD CORPORATION 7988 7 J TIONS / LOCA Coverage Part and any rights or duties specifically assigned in this Liability Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b Separately to each insured against whom the claim or "suit" is brought." (INDUSTRY) COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional Insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and 2. b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The insurance provided to such additional Insured is limited as follows: c. In the event that the Limits of Insurance of this Coverage Part shown In the Declarations exceed the limits of liability required by the "written contract requiring insurance", the in- surance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring Insurance". This endorsement shall not increase the limits of insurance described in Section III — Limits Of Insurance. d. This insurance does not apply to the render- ing of or failure to render any "professional services" or construction management errors or omissions. e. This insurance does not apply to "bodily in- jury" or "property damage" caused by "your work" and included in the "products - completed operations hazard" unless the "written contract requiring insurance" specifi- cally requires you to provide such coverage for that additional insured, and then the Insur- ance provided to the additional insured ap- plies only to such "bodily injury" or "property damage" that occurs before the end of the pe- riod of time for which the "written contract re- quiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. The following is added to Paragraph 4.a. of SEC- TION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible "other in- surance", whether primary, excess, contingent or on any other basis, that is available to the addi- tional insured for a loss we cover. However, If you specifically agree in the "written contract requiring Insurance" that this insurance provided to the ad- ditional Insured under this Coverage Part must apply on a primary basis or a primary and non- contributory basis, this insurance is primary to "other insurance" available to the additional in- sured which covers that person or organization as a named Insured for such loss, and we will not share with that "other insurance". But this Insur- ance provided to the additional insured still is ex- cess over any valid and collectible "other insur- ance", whether primary, excess, contingent or on any other basis, that Is available to the additional insured when that person or organization is an additional insured under any "other insurance". 3. The following is added to SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDITIONS: Duties Of An Additional Insured As a condition of coverage provided to the addi- tlonalinsured: a. The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, such notice should Include: CG D414 04 08 0 2008 The Travelers Companies, Inc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY I. How, when and where the "occurrence" or offense took place; II. The names and addresses of any injured persons and witnesses; and III. The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against the additional insured, the additional insured must: I. Immediately record the specifics of the claim or "suit" and the date received; and It. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "sult" as soon as practicable. c. The additional insured must immediately send us copies of all legal papers received In con- nection with the claim or "suit", cooperate with us In the investigation or settlement of the claim or defense against the "suit", and oth- erwise comply with all policy conditions. d. The additional insured must tender the de- fense and indemnity of any claim or "suit" to any provider of other insurance which would cover the additional insured for a loss we cover. However, this condition does not affect whether this insurance provided to the addi- tional insured is primary to that other insur- ance available to the additional insured which covers that person or organization as a named insured. 4. The following is added to the DEFINITIONS Sec- tion: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or or- ganization as an additional insured on this Cover- age Part, provided that the "bodily injury" and "property damage" occurs and the "personal in- jury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is in effect; and c. Before the and of the policy period. Page 2 of 2 0 2008 The Travelers Companies, Inc. CG D414 04 08 MAYOR: POLLY Low MAYORPROTEM: WILLIAM ALARCON COUNCIL MEMBERS: SANDRA ARwNTA MARGARET CLARK STEVEN LY May 22, 2013 C'i'ty of Rpsemead 8838 E. VALLEY BOULEVARD P.O BOX 399 ROSEMEAD, CALIFORNIA 91770 TELEPHONE (626) 569-2100 FAX (626) 307-9218 Mr. William C. Pagett, Senior Vice President Willdan Engineering 13191 Crossroads Parkway North, Suite 405 Industry, California 91746 Subject: City of Rosemead - Extension of Professional Services Agreement for Building and Plan Check Services Dear Mr. Pagett: The subject agreement, which has been in effect for the past three (3) years, for services related to building and plan check was extended for an additional two years by the Rosemead City Council on May 7, 2013. Pursuant to the original Professional Services Agreement (dated May 25, 2012 and shown in Attachment "A") the City of Rosemead wishes to extend the term of the agreement beginning July 1, 2013 and ending June 30, 2015. All provisions shall remain in full force and effect. If the extension of Agreement on these terms and conditions is acceptable to Willdan Engineering, please so indicate in the space provided below and return this letter by Thursday, June 6, 2013. Once received, the Agreement will be fully executed for an additional two-year term. If you have any questions, please feel free to contact the City's Community Development Director, Michelle G. Ramirez, at (626) 569-2158. We look forward to continuing our working relationship. Very truly yours, CITY OF ROSEMEAD ju�#LLRED City Manager Approved and Accepted by, WILLDAN WILLIAM C. PAGETT f (J Senior Vice President, Willidan Engineering KO: ATTACHMENT A PROFESSIONAL SERVICES AGREEMENT CITY OF ROSEMEAD PROFESSIONAL SERVICES AGREEMENT PARTIES AND DATE. This Agreement is made and entered into this 25th day of May, 2010 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Willdan Engineering , a corporation with its principal place of business at 13191 Crossroads Parkway North, Suite 405, Industry, CA 91746 ("Consultant'). City and Consultant are sometimes individually referred to herein as "Party' and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing building and plan check 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 building and plan check services ("Project') as set forth in this Agreement. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional building and plan check 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 July 1, 2010 to June 30, 2013, 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. Willdan Engineering Page 2 of 11 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In -the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement 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: James M. Guerra, James Donovan, Mike Airrington, and Rose Arguello. 3.2.5 City's Representative. The City hereby designates the Community Development Director, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative'). City's Representative shall Willdan Engineering Page 3 of 11 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 James M. Guerra, or his 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/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents thatt it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub -consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all Willdan Engineering Page 4 of 11 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. 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Architect shall maintain prior to the beginning of and for the direction of this Agreement insurance coverage as specified in Exhibit D attached to and part of this agreement. 3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit C attached hereto and incorporated herein by reference. The total compensation shall not exceed sixty percent (60%) of Plan Check fees and seventy percent (70%) of Building Permit fees collected except for inspection services provided for permits issued before the effective date of this agreement without advance written approval of the city manager's project manager. Extra Work may be authorized, as described below, and if authorized,, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. Willdan Engineering Page 5 of 11 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 California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("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 agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. 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. Consultant shall defend, indemnity and hold the City, its elected officials, officers, employees and agents free ands harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the Willdan Engineering Page 6 of 11 effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this 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: Willdan Engineering 13191 Crossroads Parkway North, Suite 405 Industry, CA 91746 Attn: James M. Guerra CITY: City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Community Development Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other Willdan Engineering Page 7 of 11 documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data'). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and Willdan Engineering Page 8 of 11 attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of Willdan Engineering Page 9 of 11 reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. 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. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which Willdan Engineering Page 10 of 11 require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [signatures on next page] Willdan Engineering Page 11 of 11 CITY OF ROSEMEAD WILLD/AN� By: 4W)IluBy: (it1 Je Allre City Manager Name: Attest: M '' // fIA Title: s L V/ L -P r Gloria Molleda City Clerk Approved as to form: i Josep,6 M.Monte/ City Attorney 0210E Document2 EXHIBIT A SCOPE OF SERVICES 1. General CONSULTANT shall provide building and safety services as requested by the City. Such services shall include enforcement of the CITY'S building laws and codes. Such enforcement shall include the duties set forth in the ordinance of the City for the Building Official and, in the performance of such work, the officials, plan reviewers and building inspectors of CONSULTANT shall have the powers, duties and discretion of Building Official of the CITY. Under the California Building Code (CBC) Section 104 as amended by Los Angeles County Title 26 and adopted by the CITY, the Building Official is directed to perform certain tasks as described in the CBC. When acting in accordance with Section 104, the Building Official is afforded certain protection from liability per section 104.2.6. As CITY'S authorized representative, CONSULTANT shall be deemed to have the same right to protection from liability to the maximum extent allowed by law. This section is not intended and shall not operate to in any way increase CITY'S liability or decrease its lawful immunity from liability. 2. Building Official Duties of the Building Official shall include but not be limited to the following: The Building Official is authorized to enforce all provisions of the CITY Building, Electrical, Plumbing and Mechanical Codes, and to make all inspections pursuant to the provisions of each code. The Building Official shall have the power to render interpretations of these codes and to adopt and enforce rules and supplemental regulations in order to clarify the application of it s provisions. 3. Plan Review CONSULTANT upon request of the CITY shall review plans prepared by or on behalf of an applicant for compliance with the Building laws of the CITY and State. When satisfied that the plans comply the applicable Building laws of the CITY and State, CONSULTANT shall approve plans and forward to City for issuance of permit. 4. Building Inspection CONSULTANT upon request of the CITY shall provide building observation services during the course of construction to enforce compliance with the conditions of approval, provisions of the CITY'S Building laws and the Code requirements set forth on the approved plans for which a permit was issued. In the performance of such duties CONSULTANT shall observe each project at the ON completion of the various stages of construction for compliance with the appropriate CITY and State code. 5. Other Services CONSULTANT upon request of the CITY may provide other services as requested by the CITY. A-2 EXHIBIT B SCHEDULE OF SERVICES CONSULTANT personnel will provide public counter services during City Hall hours of operation — Monday through Thursday 7:00 a.m. to 6:00 p.m. CONSULTANT personnel will provide over the counter plan review services on Tuesday and Thursday 8:00 a.m. to 11:30 a.m. and Thursday 4:00 p.m. to 6:00 p.m. CONSULTANT personnel will provide inspection services 9:00 a.m. to 5:00 p.m. Monday through Thursday and 8:00 a.m. to 12:00 p.m. Friday. CONSULTANT upon request of CITY will provide personnel to provide emergency inspection services before and after City Hall hours of operation including weekends. EXHIBIT C COMPENSATION CONSULTANT shall be compensated for services listed in Exhibit "A" as follows: 1. Plan Checking 60 % of City fees. This fee is based on the City's most current fee schedule. This fee will include an initial check and two (2) rechecks. Any subsequent rechecks not based on new corrections added during either initial check or recheck will be performed at CONSULTANT'S current hourly rates. 2. Building Inspection 70 % of City fees. This fee is based on the City's most current fee schedule. Inspections for permits issued before the effective date of this agreement or inspections for which no City fee is collected will be performed at CONSULTANT'S current hourly rates. 3. Other Services Other services will be performed on a time and material basis at the CONSULTANT'S current hourly rates or an agreed upon lump sum cost not to exceed basis. 4 4. Hourly Rate Schedule The current hourly rates for the fiscal year 2010-11 are included on page C-2. These rates shall be reviewed and updated as necessary on an annual basis. C-1 N ��•�'.�34 i•+i'�iM�� 1 FkR` ^i i af7' �.. � i:.�J f._ �F,� fi1 S,ft*�'i tl+.'�c °�i C/TYOF.ROSEMEAD a. 2010 I IFZSCI L YEAR -dt AW zW EfrM1 MT iM.IY., .J - .. Y 1 n' £.rC G,L 1` l .K:a' '1;• -%BI//LD/NG''i4ND"S'4FETY4-10URLYR4TE5 EFFECTIVE 7-1-10 THROUGH 6-30-11 Current Rates 10% Discount Director...................................................................... 180.00 162.00 Deputy Director......................................................... 180.00 162.00 Principal Project Manager ........................................ 180.00 162.00 Supervising Plan Check Engineer ............................ 150.00 135.00 Building Official-....................................................... 150.00 135.00 Plan Check Engineer................................................ 140.00 126.00 Deputy Building Official............................................. 140.00 126.00 Inspector of Record ................................................... 140.00 126.00 Senior Plans Examiner............................................. 125.00 112.50 Supervising Building Inspector.................................. 125.00 112.50 Plans Examiner......................................................... 115.00 103.50 Senior Building Inspector.......................................... 115.00 103.50 Supervisor Code Enforcement.................................. 115.00 103.50 Building Inspector............. -....................... **105.00/110.00 94.50/99.00** Supervising Construction Permit Specialist.............. 105.00 94.50 Senior Construction Permit Specialist ...................... 100.00 90.00 Senior Code Enforcement Officer ............................... 95.00 85.50 Assistant Building Inspector ......................... **95.00/110.00 85.50/99.00** Code Enforcement Officer .......................................... 80.00 72.00 Permit Specialist.................................... 80.00 72.00 �onstruction ssistant Construction Permit Specialist .................... 80.00 72.00 Plans Examiner Aide.................................................. 75.00 67.50 Assistant Code Enforcement Officer ........................... 70.00 63.00 ** Prevailing Wage Project, Use $99.00 Additional billing classifications may be added to the above listing during the year as new positions are created. Consultation in connection with litigation and court appearances will be quoted separately. The above schedule is for straight time. overtime will be charged at 1.25 times, and Sundays and holidays, 1.70 limes the standard rates. Blueprinting, reproduction, messenger services, and printing will be invoiced at cost plus fifteen percent (15%). A subconsultant management fee of fifteen percent (15%) will be added to the direct wet of all subconsuaant services to provide for the cost of administration, consultation, and coordination. Valid July 1, 2010 Ihm June 30, 2011, thereafter, the rates may be raised once per year to the value of change of the Consumer Pnca Index for the Los Angelew0range County/Bacram area, but not more than five percent per year. C-2 f:R:II-]1117 INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self- insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf" basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000 per occurrence. D-1 Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. D-2 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is' acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other parry involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or selfinsured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial D-3 additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. D-4 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. it is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. D-5 1° PROFESSIONAL SERVICES AGREEMENT PUBLIC WORKS/ ENGINEERING CONSULTING SERVICES (WILLDAN ENGINEERING, INC.) PARTIES AND DATE. A OlO 0.13 This Agreement is made and entered into this this Il t day of July, 2012 (effective date) by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Willdan Engineering, Inc. with its principal place of business at 13191 Crossroads Parkway North, Suite 405, Industry, CA 91746 ("Consultant'). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing Professional Public Works 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 professional public works consulting services ("Services") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all.labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional public works consulting services necessary for the Project ("Services"). The Services are more Willdan Engineering Page 2 of 11 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 the effective date listed above until June 30, 2015, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a Willdan Engineering Page 3 of 11 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. . 3.2.5 City's Representative. The City hereby designates the 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 Mr. William C. Pagett or his/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/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub -consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. Willdan Engineering Page 4 of 11 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall maintain prior to the beginning of and for the entire duration of this Agreement an insurance coverage and policy as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement as specified in the attached Consultant proposal (i.e., hourly rates), but not to exceed $50,000.00 per fiscal year. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved Willdan Engineering Page 5 of 11 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 California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("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 agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. 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. 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. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without Willdan Engineering Page 6 of 11 cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this 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: Willdan Engineering 13191 Crossroads Parkway North, Suite 405 Industry, CA 91746 Tel: (562) 908-6200 Attn: William C. Pagett, Vice President A'1 City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Rafael Fajardo, Associate Civil Engineer Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other Willdan Engineering Page7of11 documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or Willdan Engineering Page 8 of 11 other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal. expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. Willdan Engineering Page 9 of 11 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. 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. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. Willdan Engineering Page 10 of 11 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next page] Willdan Engineering Page 11 of 11 CITY OF ROSEMEAD WILLDAN ENGINEERING By:WIW 0- z i ZBY: , 7th.. Y� Z Jetf All City Man ger Date Da e Name: Wc«in� d1 Attest: ' \/� � 1 Title: —1 —1 Gloria Molleda, City Clerk Date [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Approved as to Form: / / / Z' '/" - �� Z Name: %�y L_ (9/LL- Rachel Richman Date City Attorney Title: 1-rF0 i2,FT.0izr EXHIBIT A SCOPE OF SERVICES/ RATE SCHEDULE A-1 I MUDAN ENGINEERING Schedule of Hourliv Rates Principal Engineer ....................................................$200.00 Principal Project Manager ............................_...........180.00 Director ...................................................................... 180.00 Principal Landscape Architect .................................. 160.0D Deputy Director ........... .............................................. 180.00 Senior Landscape Architect ...................................... 125.00 Principal Project Manager .........................................180.00 Associate Landscape Architect ................................. 116.00 City Engineer ............................................................. 180.00 Assistant Landscape Architect .................................100.00 Project Manager ........................................................180.00 Program Manager ......................................................180.00 M�1061 W-MiN.6- Supervising Engineer ................................................. 160-00 Director ............................... I ...................................... 180.00 Senior Engineer .........................................................145.00 Deputy Director ......................................................... 180.00 Senior Design Manager .............................................145.00 Principal Project Manager ........................................180.00 Design Manager ........................................................135.00 Supervising Plan Check Engineer.................. ..... 150.00 Associate Engineer ....................................................135.00 Building Official ......................................._.................150.00 Senior Designer .........................................................130.00 Plan Check Engineer ................................................ 140.00 Senior Design Engineer 11 ..........................................130.00 Deputy Building Official ............................................. 140.00 Senior Design Engineer I ...........................................125.00 Inspector of Record.................., ................................ 140.00 Designer 11 ................................................................. 120.00 Senior Plans Examiner .............................................125.00 Designer I .................................................................. 115-00 Supervising Building Inspector .................................125.00 Design Engineer It .....................................................120.00 Plans Examiner ...................................................... - 115.00 Design Engineer I ......................................................115.00 Senior Building Inspector..................-. ..... 115.00 Senior Drafter .............................................. ....... 10.00 Supervisor Code Enforcement .................................. 115.00 Drafter 11 ..... ....... ....................................................... 100-00 Building Inspector...... ................................ "105.00/110.00 Drafter I ......................................................................... 95-00 Supervising Construction Permit Specialist .............. 105.00 Technical Aide .......................... ................................ 85.00 Senior Construction Permit Specialist ......................100.00 Senior Code Enforcement Officer ............................... 95.00 Assistant Building Inspector ......................... 5.00/110.00 Director ...................................................................... 180.00 Code Enforcement Officer ................... ...................... 80.00 Deputy Director .......................................................... 180.00 Construction Permit Specialist.................................... 80.00 Project Manager ........................-..............................180.00 Assistant Construction Permit Specialist....._.............. 85.00 Senior Construction Manager .................................... 155.00 Plans Examiner Aide................................................... 75.00 Construction Manager ...............................................145.00 Assistant Code Enforcement Officer........................... 70.00 Assistant Construction Manager ................................120.00 Utility Coordinator ...................................................... 125.00 r.: Labor Compliance Manager ............... ......................120.00 Dire . ctor ......... .... . ........................... .......................... 180.00 Labor Compliance Specialist .......................................95.00 Deputy Director ......................................................... 180.00 . ..... Principal Planner .......................................................150.00 Principal Community Development Planner .............150.00 I Supervising Public Works Observer .......................... 120.00 Senior Planner .......................................................... 130.00 Senior Public Works Observer ..................................110.00 Senior Community Development Planner ................. 130.00 Public Works Observer ..............................."100.00/110.00 Associate Planner ..................................................... 115.00 Assistant Public Works Observer .............."100.001110.00 Associate Community Development Planner ...........115.00 Assistant Community Development Planner ............105.00 Assistant Planner ......................................................105.00 Principal Project Manager ....... Planning Technician .................................................... 85.00 Supervisor- Survey & Mapping .................................155.00 Community Development Technician ......................... 85.00 Senior Survey Analyst .............................................-130.00 Certified Party Chief...................................................00 A W Senior Calculator .......................................................120.00 Computer Data Entry..................................................65.00 65.00 Calculator11 ................................................................ 110.00 Clerical .......... .... ** ....... **"* ......... *'*"*"** .... - .............. 65.00 Calculator I ................................................................. 100.00 :*** Word Processing .......................... -- ........................... 66.00 Survey Analyst 11 ........................................................115.00 Personal Computer Time ............................................ 30.00 Survey Analyst I .........................................................100.00 Survey Party Chief .....................................................115.00 VF. Field Party (One) .......................................................180.00 Mileage reimbursement will be charged at the current Federal Field Party (Two) .......................................................235.00 guideline rate at the time of billing. Vehicles will be charged at Field Party (Three) .....................................................295.00 a monthly rate of $5130.00. I " Prevailing Wage Project, Use $110.00 Additional billing classifications may be added to the above 1191ing dudng Um year as nsw positions am created. Consultation in connection with litigation and court appearances All be quoted separately. The above schedule is for stalght Ilona- Overtime VAR be charged at 1.25 times, and Sundays and holidays, 1.70 times the standard rales. Bluepriffling, reproduction, messenger services, and printing will be invoiced at cost plus fifteen Percent (15%). A subconsultant management fee of fifteen percent (15%) VAN be added to the direct cod of all subconsultant services to provide for the cost of adminIstrallon, cnnsultabon, and coordination- Valid July 1, 2010 Unu J" 30, 2011, thereafter, the rates, may be ralsed once per year to the value of change of the Consurner Price Index for the Los Angeles/Orange Cmuntylsocrarn area but not more than five percent per year. EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend,supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self- insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1 Million per occurrence. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or C-1 omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant; or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured C-2 endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or selfinsured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. C-3 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17.The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this C-4 agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. C-5 ACORD, CERTIFICATE OF LIABILITY INSURANCE DATE/1 9 1020 20122 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Dealey, Renton & Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P. O. Box 10550 — Santa Ana CA 92711-0550 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. POLICY EXPIRATION E M DDNY LIMITS INSURERS AFFORDING COVERAGE INSURED INSURERA: Travelers ProDertv Casualty Cc of Ameri Willdan Engineering 2401 E. Katella Avenue, Ste. 300 Anaheim CA 92806 INSURERS: Catlin Insurance Company,IRC. INSURER c:American Automobile Ins. Co. FIRE DAMAGE (Anyone fire) $1,000, 000 INSURER D' INSURER E: COVERAGES HE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. OTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS ERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL HE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRTYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION E M DDNY LIMITS A GENERAL LIABILITY 6301158PO20 11/9/2011 11/9/2012 EACH OCCURRENCE $1,000, 000 FIRE DAMAGE (Anyone fire) $1,000, 000 X COMMERCIAL GENERAL LIABILITY CLAIMS MADE E OCCUR MED EXP (Any one person) $10,000 PERSONAL S ADV INJURY $1,000,000 X Contractual X BFPD, XCU GENERALAGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $2,000,000 Deductible NONE POLICY X JECTPRO- LOC A AUTOMOBILE X LIABILITY ANY AUTO 8101158PO20 11/9/2011 11/9/2012 COMBINED SINGLE LIMIT (Ea acudent) $1, 000, 000 BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS X BODILY INJURY $ (Per a¢ident) HIRED AUTOS NON -OWNED AUTOS X PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EAACC $ ANY AUTO AUTO ONLY: AGG $ EXCESS LIABILITY EACH OCCURRENCE $ OCCUR Ll CLAIMS MADE AGGREGATE $ $ $ DEDUCTIBLE S RETENTION $ C WORKERS COMPENSATION AND WZP80998342 11/9/2011 11/9/2012 X YdCSTLIITS Anu- I I OTH ER E.L. EACH ACCIDENT $1,000 000 EMPLOYERS' LIABILITY E L. DISEASE - EA EMPLOYE $1 0Q0 000 E L. DISEASE -POLICY LIMIT $1 000,000 B OTHER ED977441112 11/9/2011 11/9/2012 Per Claim $1,000,000 Professional Liability Annual Aggregate $1,000,000 Claims Made Deductible $250,000 DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS eneral Liability policy excludes claims arising out of the performance of professional services. Independent Contractors are included as respects to General Liability. Re: Professional public works consulting services. ity of Rosemead, its officials, employees and agents are additional insured as respects to General Liability as required by written contract. Primary and Non -Contributing coverage, Cross Liability coverage, Waiver of Subrogation applies to GL as required by written contract. Primary and Non -Contributing coverage, Waiver of Subrogation applies See Attached... CERTIFICATE HOLDER I I ADDITIONAL INSURED; INSURER LETTER: CANCELLATION10 Day notice for Non-Pavmnt of Prem ACORD 2" (7/97) O ACORD CORPORXTION 1988 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER City of Rosemead KILL MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE Attn: Rafael Fajardo, Associate Civil HOLDER NAMED TO THE LEFT. Engineer PO Box 399 Rosemead CA 91770 AUTHORIZED REPRESENTATIV ACORD 2" (7/97) O ACORD CORPORXTION 1988 to Auto Liability as required by written contract. (INDUSTRY) COMMERCIAL GENERAL LIABILITY 6301158PO20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II —WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and 2. b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work' to which the "written contract requiring Insurance" applies. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The insurance provided to such additional insured is limited as follows: c. In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the in- surance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring Insurance". This endorsement shall not increase the limits of insurance described in Section III — Limits Oflnsurance. d. This insurance does not apply to the render- ing of or failure to render any "professional services" or construction management errors or omissions. e. This insurance does not apply to "bodily in- jury" or "property damage" caused by "your work' and included in the "products - completed operations hazard" unless the "written contract requiring insurance" specifi- cally requires you to provide such coverage for that additional insured, and then the insur- ance provided to the additional insured ap- plies only to such "bodily injury" or "property damage" that occurs before the end of the pe- riod of time for which the "written contract re- quiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. The following is added to Paragraph 4.a. of SEC- TION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible "other in- surance", whether primary, excess, contingent or on any other basis, that is available to the addi- tional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the ad- ditional insured under this Coverage Part must apply on a primary basis or a primary and non- contributory basis, this insurance is primary to "other insurance" available to 'he additional in- sured which covers that person or organization as a named insured for such loss, and we will not share with that "other insurance". But this insur- ance provided to the additional Insured still is ex- cess over any valid and collectible "other insur- ance", whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any "other insurance". 3. The following is added to SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDITIONS: Duties Of An Additional Insured As a condition of coverage prov;ded to the addi- tional insured: a. The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, such notice should include: CG D414 04 08 0 2008 'he Travelers compan'es, nc, Page 1 of 2 COMMERCIAL GENERAL LIABILITY How, when and where the "occurrence" or offense took place; U. The names and addresses of any injured persons and witnesses; and ill. The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit' is brought against the additional insured, the additional insured must: 1. Immediately record the specifics of the claim or "suit' and the date received; and ii. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit' as soon as practicable. c. The additional insured must immediately send us copies of all legal papers received in con- nection with the claim or "suit', cooperate with us in the investigation or settlement of the claim or defense against the "suit', and oth- erwise comply with all policy conditions. The additional insured must tender the de- fense and indemnity of any claim or "suit' to any provider of other Insurance which would cover the additional insured for a loss we cover. However, this condition does not affect whether this insurance provided to the addi- tional insured is primary to that other insur- ance available to the additional insured which covers that person or organization as a named insured. 4. The following is added to the DEFINITIONS Sec- tion: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to Include a person or or- ganization as an additional insured on this Cover- age Part, provided that the "bodily injury" and "property damage" occurs and the "personal In- jury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 of 2 02008 The Travelers Companies, Inc. CG D4 14 04 08 POLICY NUMBER: 6301158PO20 COMMERCIAL GENERAL LIABILITY ISSUE DATE: 11/9/2011-12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organfzatfom AS REQUIRED BY WRITTEN CONTRACT (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV - COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the 'products - completed operations hazards," This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 10 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 <`Lf#C� k 70 E M P 5 F O ? ' ® Q RPORMD 'W' Z4012 =Mul e� F-11 1111M ZI;ATA IM GENERAL PUBLIC WORKS AND PROFESSIONAL ENGINEERING SERVICES (WILLDAN ENGINEERING) PARTIES AND DATE This Agreement is made and entered into this 1 st day of August, 2011 (effective date) by and between the City of Rosemead, a municipal organization organized underthe laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Willdan Engineering with its principal place of business at 13191 Crossroad Parkway North, Ste 405, Industry, CA 91746, ("Consultant"). City and Consultant are sometimes individually referred to herein as 'Party" and collectively as "Parties." 2. RECITALS 2.1 Consultant Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing General Public Works and Professional Engineering Services to public clients, is licensed in the State of California (if applicable) and is familiar with the plans of City. 2.2 Project City desires to engage Consultant to render such ongoing Public Works and Professional Engineering Services for the City, referred to as "Services" as set forth in this Agreement. 3. TERMS 3.1 Scope of Services and Term 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work Public Works/Engineering Services — WILLDAN ENGINEERING Page 2 of 10 necessary to fully and adequately supply the professional public works and engineering Services necessary for the Project, herein referred to as "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 commence on the effective date mentioned above until July 31, 2014, 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 is necessary to complete the Services 3.2 Responsibilities of Consultant 3.2.1 Control and Payment of Subordinates; Independent Contractor: The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services: Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements: All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel: Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the Public Works/Engineering Services — WILLDAN ENGINEERING Page 3 of 10 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. 3.2.5 City's Representative: The City hereby designates the 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 Agreement. 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 will designate a 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/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations: Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply Public Works/Engineering Services — WILLDAN ENGINEERING Page 4 of 10 with such laws, rules or regulations. 3.2.10 Insurance: Consultant shall maintain priorto the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety: Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements for all Services rendered under this Agreement, as specified in the attached Consultant proposal (i.e., hourly rates, etc.), but not to exceed $75,000.00 per fiscal year. Such payments for services shall be made on an as -needed basis as directed by the City. Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment and 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 California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Public Works/Engineering Services — WILLDAN ENGINEERING Page 5 of 10 Regulations, Title 8, Section 1600, et seq., ("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 agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. 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. 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. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: City may, by written notice to Consultant, terminate the whole or any partof this Agreement at anytime and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices: All notices permitted or required under this Public Works/Engineering Services — WILLDAN ENGINEERING Page 6 of 10 Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: CITY: WILLDAN ENGINEERING Attn: William Pagett 13191 Crossroad Parkway North Industry, CA 91746 Phone: (562) 908-6200 City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Chris Marcarello — Director of Public Works Phone: (626) 569-2118 Fax: (626) 569-2303 Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality: All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for Public Works/Engineering Services — WILLDAN ENGINEERING Page 7 of 10 any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification: To the fullest extent permitted bylaw, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or relating to any negligence, errors or omissions, recklessness, or willful misconduct of Consultant, its officials, officers, employees, agents, and Consultants arising out of or in connection with the performance of the Consultant's Services, including without limitation the payment of all consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, official's officers, employees, agents, or volunteers. 3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. Public Works/Engineering Services — WILLDAN ENGINEERING Page 8 of 10 3.5.10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. 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 Public Works/Engineering Services — WILLDAN ENGINEERING Page 9 of 10 member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment: Consultant represents that it is an equal opportunity employerand it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement: Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required: Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next page] Public Works/Engineering Services — WILLDAN ENGINEERING Page 10 of 10 CITY OF ROSEMEAD 4" By: Jeff Allred, City Manager D e Attest: l zr91 Gloria Molleda, City Clerk Date Approved as to Form: Rachel H. Richman, City Attorney WILLDAN ENGINEERING By: W3V tl Date Name: la . Title: [if Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONSULTANT REQUIRED] Name: /2" >G_ "<" Title: -GC /2.47 -*/,&y Gl'i:1T7fii_1 SCOPE OF SERVICES SEE REQUEST FOR PROPOSAL (RFP) AND CONSULTANT'S PROPOSAL A-1 Overview of Public Works Functions General Engineering Services • Plan Review for public improvement projects — streets, sewer, storm drains, signals, signs, striping, traffic control, grading • Plan Review for land development projects — final maps, subdivision map act documents • Establish bond amounts — performance, I/m, grading, development fees • Review/Recommend regulations and ordinances related to engineering functions • Recommend/Prepare/Administer grant applications for construction projects • Oversee Storm Water/NPDES functions • Prepare design plans and specifications for public projects • Provide assistance to other City Departments, City Council, and Traffic Commission; attend public meetings as needed GIS System Management • Manage and update system • Add layers and integrate into system • Create maps for other City Departments Traffic Engineering Services • Plan Review for development projects — assess traffic impacts • Prepare design plans and specifications for public projects • Recommend traffic safety improvements — parking, signage, speed limits, traffic calming devices (control devices, stop signs, speed bumps, cross walks, pedestrian/bikeway safety, channelization) • Recommend improvements/correction action at locations with high accident rates • Recommend/Prepare/Administer grant applications for traffic safety and public improvements • Review/Recommend regulations and ordinances related to traffic engineering functions • Recommend improvements for maintenance of traffic signals, signage, and roadway markings (using FHWA's Manual on Uniform Traffic Control Devices) • Provide assistance to other City Departments, City Council, and Traffic Commission; attend public meetings as needed • Review Traffic Impact and Parking Analysis (completed in conjunction with proposed projects) • Ensure compliance with City traffic study requirements and City Congestion Management Plan (CMP) • Conduct/Review traffic forecasting methodology • Conduct intersection capacity analysis/project impact • Recommend mitigation measures • Review Site Access of Projects • On-site circulation sizing (internal network, drive aisle width, orientation and throat dimension) • Review driveway locations on bordering arterials and site dimensions • Review traffic control at site access points and key internal locations — spacing, sight lines, left turn provisions, right turn restrictions, control measures Capital Improvement Project Program • Prepare/Oversee design, plans, specifications, estimates, and contract documents for projects — streets/public right-of-way and facilities/parks • Conduct design survey, construction survey, and construction observation for projects • Coordination with utility agencies • Coordination with regional agencies (County, State, etc) • Provide field inspection services and accept completion of work once finished Inspection/Permitting Services • Provide construction observance of work in public right-of-way Maintenance Services • Parks Maintenance • Vehicle Maintenance • Facility Maintenance • Trees Maintenance • Street Sweeping • Sidewalk, Curb and Gutter Maintenance • Hazardous Waste/Illegal Dumping Clean-up • Graffiti Removal • Street Striping Survey Services Survey base mapping and construction staking; Design surveying, photo control, aerial mapping, centerline surveys, corner records, Record of Survey Geotechnical Services 0 Perform soils and materials tested WILL DAN ENGINEERING Schedule of Hourly Rates Ettective Principal Engineer ....................................................$200.00 180.00 Director......................................................................180.00 150.00 Deputy Director..........................................................180.00 125.00 Principal Project Manager .........................................180.00 115.00 City Engineer.............................................................180.00 100.00 Project Manager ........................................................180.00 140.00 Program Manager ......................................................180.00 140.00 Supervising Engineer .................................................160.00 115.00 Senior Engineer.........................................................145.00 125.00 Senior Design Manager.............................................145.00 125.00 Design Manager ........................................................135.00 115.00 Associate Engineer ....................................................135.00 235.00 Senior Designer.........................................................130.00 115.00 Senior Design Engineer 11 ..........................................130.00 **105.00/110.00 Senior Design Engineer 1 ...........................................125.00 .............. 105.00 Designer II.................................................................120.00 100.00 DesignerI..................................................................115.00 95.00 Design Engineer II .....................................................120.00 **95.00/110.00 Design Engineer I ......................................................115.00 80.00 Senior Drafter............................................................110.00 80.00 Drafter11.....................................................................100.00 85.00 Drafter1........................................................................95.00 75.00 Technical Aide....................................:........................85.00 70.00 CONSTRUCTION MANAGEMENT 180.00 Director......................................................................180.00 150.00 Deputy Director..........................................................180.00 125.00 Project Manager ........................................................180.00 115.00 Senior Construction Manager....................................155.00 100.00 Construction Manager ...............................................145.00 140.00 Assistant Construction Manager................................120.00 140.00 Utility Coordinator ......................................................125.00 115.00 Labor Compliance Manager......................................120.00 125.00 Labor Compliance Specialist.......................................95.00 125.00 INSPECTION SERVICES Supervising Public Works Observer..........................120.00 180.00 Senior Public Works Observer ..................................110.00 150.00 Public Works Observer...............................**100.00/110.00 125.00 Assistant Public Works Observer ..............**100.00/110.00 115.00 SURVEYING Principal Project Manager .........................................180.00 180.00 Supervisor - Survey & Mapping.................................155.00 150.00 Senior Survey Analyst ...............................................130.00 125.00 Certified Party Chief...................................................130.00 115.00 Senior Calculator .......................................................120.00 100.00 Calculator 11................................................................110.00 140.00 Calculator 1.................................................................100.00 140.00 Survey Analyst 11 ........................................................115.00 115.00 Survey Analyst I.........................................................100.00 125.00 Survey Party Chief .....................................................115.00 125.00 Field Party (One) .......................................................180.00 115.00 Field Party (Two).... ................................................... 235.00 Field Party (Three).....................................................295.00 115.00 i to June su. zuiz Principal Project Manager ........................................ 180.00 Principal Landscape Architect .................................. 150.00 Senior Landscape Architect ...................................... 125.00 Associate Landscape Architect ................................. 115.00 Assistant Landscape Architect ................................. 100.00 BUILDINGAND SAFETY Director...................................................................... 180.00 Deputy Director......................................................... 180.00 Principal Project Manager ........................................ 180.00 Supervising Plan Check Engineer ............................ 150.00 Building Official......................................................... 150.00 Plan Check Engineer ................................................ 140.00 Deputy Building Official ............................................. 140.00 Inspector of Record ...................................................140.00 115.00 Senior Plans Examiner ............................................. 125.00 Supervising Building Inspector ................................. 125.00 Plans Examiner......................................................... 115.00 Senior Building Inspector .......................................... 115.00 Supervisor Code Enforcement .................................. 115.00 Building Inspector ...................................... **105.00/110.00 Supervising Construction Permit Specialist .............. 105.00 Senior Construction Permit Specialist ...................... 100.00 Senior Code Enforcement Officer ............................... 95.00 Assistant Building Inspector ......................... **95.00/110.00 Code Enforcement Officer .......................................... 80.00 Construction Permit Specialist .................................... 80.00 Assistant Construction Permit Specialist .................... 85.00 Plans Examiner Aide ................................................... 75.00 Assistant Code Enforcement Officer ........................... 70.00 PLANNING Director...................................................................... 180.00 Deputy Director......................................................... 180.00 Principal Planner....................................................... 150.00 Principal Community Development Planner ............. 150.00 Senior Planner.......................................................... 130.00 Senior Community Development Planner ................. 130.00 Associate Planner ..................................................... 115.00 Associate Community Development Planner ........... 115.00 Assistant Community Development Planner............ 105.00 Assistant Planner ...................................................... 105.00 Planning Technician.................................................... 85.00 Community Development Technician ......................... 85.00 ADMINISTRATIVE Computer Data Entry .................................................. 65.00 Clerical........................................................................ 65.00 Word Processing......................................................... 65.00 Personal Computer Time............................................30.00 Mileage reimbursement will be charged at the current Federal guideline rate at the time of billing. Vehicles will be charged at a monthly rate of $500.00. ** Prevailing Wage Project, Use $110.00 Haamonai onnng ciassmcanons may oe aaaeo to me above listing aunng the year as new positions are creates. consmtanon In connection wim ntigation ana court aooearances will be curled separately_ The ahnve schwdule is fnr strainht time Overtime will he rharned at 1.25 times. and Sundays and holkevs. 1 70 times the standard rates. Blueprinting, reproduction, messenger services, and printing will be invoiced at cost plus fifteen percent (15%). A subconsultant management fee of fifteen percent (15%) will be added to the direct cost of all subconsultant services to provide for the cost of administration, consultation, and coordination. Valid July 1, 2010 thru June 30, 2011, thereafter, the rates may be raised once per year to the value of change of the Consumer Price Index for the Los Angeles/Orange County/Sacram area, but not more than five percent per year. EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000.00 per occurrence. e�li Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are licensed carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size Vll. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Consultant and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. MR 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. IN 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20.The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or MI Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. IM A -CORD.. C TI ICATE LIABILITY INSURANCE ERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE 14 4120 1 11MID11 PRODUCER rypE OF INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Dealey, Renton & Associates LIMITS ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P. 0. Box 10550 11/9/2010 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Santa Ana CA 92711-0550 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. MED FXP(Any one person) $10 000 INSURERS AFFORDING COVERAGE INSURED Willdan Engineering 2401 E. Katella Avenue, Ste. 300 INSURER A: Travelers Property Casualty CO of Ameri INSURERB:Catlin Insurance Company, Inc. Anaheim CA 92806 INSURER C: INSURER D: GENERAL AGGREGATE $ INSURER E: GENT AGGREGATE COVERAGES TWTC ( WV`PTTIT(°TTY CTT94D CLiiILC nrr1TTlITTCT V TCCTTrTI 1=L Trll/ TLS HE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. OTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS ERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. PIER rypE OF INSURANCE POLICY NUMBER POLICYEFFECTIVE POLICYEXPIRATIONLIE LIMITS A GENERAL LIABILITY 6301158PO20 11/9/2010 11/9/2011 EACH OCCURRENCE $1 000 000 FIRE DAMAGE (Any one fire) $1 000 000 X COMMERCIAL GENERAL LIABILITY MED FXP(Any one person) $10 000 CLAIMS MADE OCCUR PERSONAL B ADV INJURY $1,000,000 X Ontractual X BFPD, XCU GENERAL AGGREGATE $ GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOPAGG $2,000,000 POLICY RO LOC X PIEQT E] A AUTOMOBILE X LIABILITY ANY AUTO 8101158P020 11/9/2010 11/9/2011 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 BODILY INJURY $ (Per, pecrson) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) $ X X HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE $ (Par accitlent) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO AUTO ONLY: AGO $ EXCESS LIABILITY EACH OCCURRENCE $ AGGREGATE $ OCCUR CLAIMS MADE $ DEDUCTIBLE $ RETENTION $ A WORKERS COMPENSATION AND UB1302P790 11/9/2010 11/9/2011 X WC STATU- OTH- EL EMPLOYERS' LIABILITY E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYE $1 000 O00 E.L. DISEASE -POLICY LIMIT $1 000 000 B OTHER Professional Liability Claims Made AED977441111 11/9/2010 11/9/2011 Per Claim $1,000,000 Annual Aggregate $1,000,000 DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS eneral Liability policy excludes claims arising out of the performance of professional services. Independent Contractors are included as respects to General Liability. Re: General public works and professional engineering services City of Rosemead, its officials, employees, and agents are Additional Insured as respects to General Liability as required by written contract. Primary & Non -Contributing applies to GL and Auto as required by written contract. Waiver of Subrogation applies to GL as required by written contract. See Attached... City of Rosemead Attn: Chris Marcarello P.O. Box 399 Rosemead CA 91770 ACORD 25-S (7197) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED EFORE.THE EXPIRATION DATE THEREOF, THE ISSUING INSURER ILL MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER Dir. P.W. AMED TO THE LEFT. J Separation of Insureds (Cross Liability) Except with respect to the Limits of Liability in this Liability Coverage assigned in this Liability Coverage Part to the first Named Insured, this a. As if each Named Insured were the only Named Insured; and b Separately to each insured against whom the claim or "suit" is brought." (INDUSTRY) Part and any rights or duties specifically insurance applies: COMMERCIAL GENERAL LIABILITY CONTRACTS (ARCHITECTS, , ENGINEERS ANI SURVEYORS) This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and 2• b. If, and only to the extent that, the injury or damage is caused by acts or omissions of You or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The insurance provided to such additional insured is limited as follows: c. In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the in- surance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring Insurance". This endorsement shall not increase the limits of insurance described in Section III — Limits Oflnsurance. d. This insurance does not apply to the render- ing of or failure to render any "professional services" or construction management errors or omissions. e. This insurance does not apply to "bodily in- jury" or "property damage" caused by "your work" and included in the "products - completed operations hazard" unless the "written contract requiring insurance" specifi- cally requires you to provide such coverage for that additional insured, and then the insur- ance provided to the additional insured ap- plies only to such "bodily injury" or "property damage' that occurs before the end of the pe- riod of time for which the "written contract re- quiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earner. The following is added to Paragraph 4.a. of SEC- TION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible "other in- surance", whether primary, excess, contingent or on any other basis, that is available to the addi- tlonal insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the ad- ditional insured under this Coverage Part must apply on a primary basis or a primary and non- contributory basis, this insurance is primary to "other insurance" available to the additional in- sured which covers that person or organization as a named insured for such loss, and we will not share with that 'other insurance". But this insur- ance provided to the additional insured still is ex- cess over any valid and collectible "other insur- ance", whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any "other insurance". 3. The following is added to SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDITIONS: Duties Of An Additional Insured As a condition of coverage provided to the addi- tional insured: a. The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, such notice should Include: CG D4 14 04 08 0 2006 The Travelers Companies, inc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY I. How, when and where the 'occurrence" or offense took place; it. The names and addresses of any injured persons and witnesses; and 111. The nature and location of any injury or damage arising out of the 'occurrence" or offense. b. If a claim is made or "suit' is brought against the additional insured, the additional insured must: t. Immediately record the specifics of the claim or "suit' and the date received; and ti. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit' as soon as practicable. c. The additional insured must immediately send us copies of all legal papers received in con- nection with the claim or "suit', cooperate with us in the investigation or settlement of the claim or defense against the "suit', and oth- erwise comply with all policy conditions. d. The additional insured must tender the de- fense and indemnity of any claim or "suit' to any provider of other Insurance which would cover the additional insured for a loss we cover. However, this condition does not affect whether this insurance provided to the addi- tional Insured is primary to that other insur- ance available to the additional insured which covers that person or organization as a named insured. 4. The following is added to the DEFINITIONS Sec- tion: "Written contract requiring insurance' means that part of any written contract or agreement under which you are required to include a person or or- ganization as an additional insured on this Cover- age Part, provided that the "bodily injury" and "property damage" occurs and the "personal in- jury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 of 2 02008The Travelers Companies, Inc. CG D4 14 04 08 POLICY NUMBER: 630115SP020 COMMERCIAL GENERAL LIABILITY ISSUE DATE: 11/09/10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSON OR ORGANIZATION BLANKET AS REQUIRED BY WRITTEN CONTRACT Of no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV - COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule . above because of payments we make of injury or damage arising out of your ongoing operations or 'Your work" done under a contract with that person or organization and included in the "products - completed operations hazards." This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 10 93 Copyright, Insurance Services Office, Inc-, 1992 Page 1 of 1 CITY OF ROSEMEAD2 PROFESSIONAL SERVICES AGREEMENT RETROFIT DESIGN FOR STORMWATER CATCH BASINS (WILLDAN ENGINEERING CONSULTANT) 1. PARTIES AND DATE. fi y y This Agreement is made and entered into thisS day of 20j_( b and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Willdan Engineering with its principal place of business at 13191 Crossroads Parkway North, Suite 405, Industry, CA 91746-3443, ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party' and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing Engineering Design for the Installation of Catch Basin Retrofit Debris Full Capture Systems 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 engineering design for the installation of catch basin retrofit to install debris full capture systems in County -owned catch basins for the City of Rosemead ("Project"), also referred to as "Services" as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional engineering design services necessary for the Project, herein referred to as "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. Willdan Engineering Consultant Design of Catch Basin Retrofit System Page 2 of 10 3.1.2 Term: The term of this Agreement shall be from full execution of this contract until May 31, 2011, 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 is necessary to complete the Services 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 bylaw. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services: Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements: All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel: Consultant has represented to Citythat 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. Willdan Engineering Consultant Design of Catch Basin Retrofit System Page 3 of 10 3.2.5 City's Representative: The City hereby designates the City Engineer, 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 Agreement. 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 will designate a designee to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authorityto 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/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations: Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Willdan Engineering Consultant Design of Catch Basin Retrofit System Page 4 of 10 3.2.10 Insurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety: Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed Eighteen Thousand One Hundred Fifteen Dollars (518,115.00). Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment and Compensation: Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 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 California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public Willdan Engineering Consultant Design of Catch Basin Retrofit System Page 5 of 10 works" and "maintenance' projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined bythe Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. 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. 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 anyfailure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other Willdan Engineering Consultant Design of Catch Basin Retrofit System Page 6 of 10 address as the respective parties may provide in writing for this purpose: CONSULTANT: Willdan Engineering 13191 Crossroads Parkway, North, Suite 405 Industry, CA 91746-3445 Attn: William C. Pagett, PE — Senior Vice President Phone: (562) 908-6200 Fax: (562) 695-2120 CITY: City of Rosemead 8838 E. Valley Blvd. Rosemead, CA 91770 Attn: Lucien J. LeBlanc, PE — City Engineer Phone: (626) 569-2152 Fax: (626) 569-2303 Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality: All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Willdan Engineering Consultant Design of Catch Basin Retrofit System Page 7 of 10 Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification: To the fullest extent permitted bylaw, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or relating to any negligence, errors or omissions, recklessness, or willful misconduct of Consultant, its officials, officers, employees, agents, and Consultants arising out of or in connection with the performance of the Consultant's Services, including without limitation the payment of all consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, official's officers, employees, agents, or volunteers. 3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California.. Venue shall be in Los Angeles County. Willdan Engineering Consultant Design of Catch Basin Retrofit System Page 8 of 10 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, Willdan Engineering Consultant Design of Catch Basin Retrofit System Page 9 of 10 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 understate 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. Forthe term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment: Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement: Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required: Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next page] Willdan Engineering Design of Catch Bas Page 10 of 10 Consultant n Retrofit System CITY OF ROSEMEAD GWy r. _g e r Dale Jeff Allred Attest Gloria Molleda City Clerk Approved as to Form: WILLDAN nENGINEERING By: Name: rl/� C �►� e l f Title: U, cL [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONSULTANT REQUIRED] Name: o z' 616,(— Title: J=C/l,6'72i2y EXHIBIT A SCOPE OF SERVICES SEE REQUEST FOR PROPOSAL (RFP) AND CONSULTANT'S PROPOSAL /_Qil fextending WI LLDAN I your Engineering reach October 14, 2010 Mr. Lou LeBlanc City Engineer City of Rosemead 8838 E. Valley Boulevard Rosemead, CA 91770 Subject: Proposal for Engineering Design for the Installation of Catch Basin Retrofit to Install Debris Full Capture Systems in County -Owned Catch Basins Dear Mr. LeBlanc: Willdan Engineering is pleased to prepare this letter proposal for professional services for the design for the installation of catch basin retrofit to install debris full capture systems for the City of Rosemead. The City is subject to the Los Angeles River Trash TMDL and has chosen to comply by installing catch basin full capture systems within the catch basins within the City. Willdan Engineering has provided engineering services for projects within the City and is pleased to provide the following proposal. Willdan Engineering was involved with the Los Angeles River Trash Total Maximum Daily Load (TMDL) during its development and has recently prepared the plans, specification, and estimate (PS&E) for an 11,000 catch basin project in the lower Los Angeles River. Willdan Engineering has the knowledge and experience to complete this project. Project Understanding Rafael Fajardo has provided a list of 63 catch basins that are located along streets that were improved during last year's Capital program. A preliminary review of the catch basins on the list show that they are all owned by Los Angeles County Department of Public Works/Flood Control District and will require the issuance of a construction permit by Los Angeles County. As a condition of the issuance of the construction permit, the County will require that the City make a commitment to the ongoing maintenance by awarding a contract for the maintenance to the County required level of maintenance or through a maintenance agreement with the County that provides the County with the needed funding for maintenance. This decision will come prior to the issuance of the construction permit by Los Angeles County and should be evaluated at the earliest opportunity. Willdan will perform a field survey of each catch basin to document the size of the basin and other physical characteristics of the catch basin that will provide the contractor information needed for bidding. Willdan will then prepare plans and specifications for the installation of the Engineering I Geotechnical I Environmental I Financial 1 Homelanc Security 562.908,6200 1 800.499.4484 1 tax: 562.695.2120 113191 Crossroads Parkway North, Suite 405. Industry, CA 91746-3443 1 wwwwIldan.com October 14, 2010 Page 2 full capture system. For this project, the Full Capture system will consist of the Connector Pipe Screen (CPS) only. An engineers estimate will be prepared for the work and the plans and specifications will be presented to the City Engineer for review and approval. Willdan will assist the City during the bid process to answer questions that may arise from the interested contractors. The City of Rosemead must recognize that the installation of the full capture systems within the catch basin will impose an addition level of monitoring during storm events to assure that the systems operate as anticipated. The County will likely impose a rain event monitoring requirement as a condition of the permit issuance. SCOPE OF SERVICES We propose to provide the following scope of services for the project design effort: Project Development The project design does not create a typical set of plans for construction; instead the project specification will include a set of tables defining the location of each catch basin, its width, its depth and the conditions of the catch basin. The work involved with the effort will consist of: 1. A detailed review of the County Catch Basin Cleaning maps for the City of Rosemead to identify all catch basins that will be surveyed and to establish the catch basin number per the County numbering system. 2. Prepare a working spreadsheet to identify each of the catch basins, location, condition; ownership, width and depth at critical locations. 3. Visit each catch basin in the field to document its existence, its condition and to obtain necessary dimensions for the preparation of a bid. 4. Enter the field data into the working spreadsheet for inclusion into the project specifications. 5. Coordinate with the City and the County Department of Public Works on the permit process to be used to be permitted to perform the required work. 6. Apply to the County Department of Public Works for the needed construction permits. Any fees required by the County for the issuance or processing of the required permits are specifically not included in this proposal. 7. Prepare a detailed specification for the work to be performed for the public bid process. 8. Assist the City during the bid process by answering any questions on the project, including attendance at any pre-bid meetings that the City may choose to conduct. Prepare detailed specifications for the project to provide the contractor with the information necessary to bid the project. 10. Willdan will work closely with City staff during the preparation of the specifications for the project so that City staff will have a working knowledge of the project specifications. October 14, 2010 Page 3 Compensation Our proposed not -to -exceed fee for the above scope of services is $18,115. See the breakdown of the fee amount below. If the scope of services exceeds or is less than desired by the City, Willdan will be open to adjusting the fee accordingly. For the field survey of 63 catch basins $ 4,240 For development and input of data on 63 catch basins 2,675 For the preparation of specifications for the project completion 4,000 For assistance with the County permit process and project management 7,200 Total for Preparation of Specifications and Permit Processing $ 18,115 As you will note, the proposal does not include construction observation services. The construction observation is available or the County as a condition of the issuance of the installation permit may require that County inspectors perform that work. The City of Rosemead may wish to discuss this issue with the City Services representative of the County to clarify this point. Thank you for giving us the opportunity to assist the City of Rosemead. If you have any questions, please contact Mr. Elroy Kiepke at (562) 908-6278 or myself at (562) 908-6214. Respectively submitted, WILLDAN ENGINEERING William C. Pagett, PE Senior Vice President EK:mh 95610-10\06-130\P10-215 3270 7/6/2010 CITY OF ROSEMEAD PUBLIC WORKS DEPARTMENT/ ENGINEERING DIVISION VARIOUS RESIDENTIAL STREET RESURFACING PROJECTS FISCAL YEAR 2008-2009 CATCH BASIN INVENTORY STORM WATER MITIGATION PLAN. ITEM STREET LACFCD LOCATION W V CURB +HEIGHT COMMENTS GRID CATCH BASIN NO. FT. FT. IN. NO GRATE 1 HELLMAN AVE UNKNOWN 3.5 4 12 NO GRATE 2 HELLMAN AVE UNKNOWN 3.5 4 12 NO GRATE 3 HELLMAN AVE UNKNOWN 7 4 12 NO GRATE 4 HELLMAN AVE UNKNOWN 3.5 4.5 14 NO GRATE S HELLMAN AVE UNKNOWN 14 3 10 NO GRATE 6 HELLMAN AVE UNKNOWN 10 4.5 11 NO GRATE 7 HELLMAN AVE UNKNOWN 10 3.5 10 NO GRATE 8 HELLMAN AVE UNKNOWN 10 3.5 12 NO GRATE 9 HELLMAN AVE UNKNOWN 14 3 10 NO GRATE 10 EGLEY AVE 636-D2 87 10 4.5 10 NO GRATE 11 EGLEY AVE 636-D2 88 10 4.5 10 NO GRATE 12 JACKSON AVE 636-D1 324 7.5 5.5 12 NO GRATE 13 JACKSON AVE 635-D1 325 3.5 4.5 10 NO GRATE 14 JACKSON AVE 636-D2 91 3.5 4 12 NO GRATE 15 JACKSON AVE 636-D2 94 3.5 4 11 NO GRATE 16 JACKSON AVE 636-D2 93 7.5 4.5 12 NO GRATE 17 JACKSON AVE 636-D2 92 3.5 4 12 NO GRATE 18 JACKSON AVE 636-D2 111 7 6 11 NO GRATE 19 JACKSON AVE 636-D2 112 21 7.5 10 NO GRATE 20 ISABEL AVE 636-D2 89 3.5 4.5 11 NO GRATE 21 ISABEL AVE 636-D2 88 3.5 4.5 11 NO GRATE 22 ISABEL AVE 636-D1 315 3.5 5.5 12 NO GRATE 23 ISABEL AVE 636-D1 317 3.5 5.5 11 NO GRATE 24 DEL MAR AVE 636-E2 119 14 4.5 11 NO GRATE 25 DEL MAR AVE 636-E2 120 14 3 10 NO GRATE 26 DEL MAR AVE 636-E2 118 14 3 10 NO GRATE 27 DEL MAR AVE 636-E2 107 28 4 10 NO GRATE 28 DEL MAR AVE 636-E2 106 14 4.5 9 NO GRATE 29 DEL MAR AVE 636-E2 133 14 4 11 NO GRATE 30 DEL MAR AVE 636-E2 130 14 4 10 NO GRATE 31 DEL MAR AVE 636-E2 129 10 4.5 10 NO GRATE 32 DEL MAR AVE 636-E2 128 10 4 11 NO GRATE 33 DEL MAR AVE 636-E3 127 3.5 3 11 NO GRATE 34 DEL MAR AVE 636-E3 287 10 4 11 NO GRATE 35 EARLE AVE 596-C7 311 14 4.5 12 NO GRATE 36 EARLE AVE 596-C7 312 21 5 11 NO GRATE 37 EARLE AVE 596-C7 309 21 6 12 NO GRATE 38 EARLE AVE 596-C7 310 14 45 12 NO GRATE 39 RALPH ST 596-C7 13 10 65 11 NO GRATE 40 RALPH ST 596-C7 14 7 5.5 10 NO GRATE 41 RALPH ST 596-C7 15 10 5.5 10 NO GRATE 42 RALPH ST 596-H7 16 7 5 10 NO GRATE 43 RALPH ST 596-H7 17 3.5 5 10 NO GRATE NOT IN LACFCD MAPS. ** NOTABLE TO MEASURE. 7/6/2010 ITEM STREET LACFCD LOCATION W V CURB +HEIGHT COMMENTS 44 IVAR AVE 596-H5 1303 3.5 4 12 NO GRATE 45 IVAR AVE 596-H5 300 3.5 4.5 12 NO GRATE 46 [VAR AVE 596-H5 297 7 3 10 NO GRATE 47 IVAR AVE* UNKNOWN UNKNOWN 7 4 16 NO GRATE 48 IVAR AVE 596-H6 85 14 4 9 NO GRATE 49 IVAR AVE 596-H6 84 3.5 4 9 NO GRATE 50 DELTA AVE 596-G6 66 7 3.5 9 NO GRATE 51 WHITMORE ST UNKNOWN 10 5 10 NO GRATE 52 WHITMORE ST UNKNOWN 14 5 10 NO GRATE 53 WHITMORE ST UNKNOWN 14 5 10 NO GRATE 54 WHITMORE ST UNKNOWN UNKNOWN UNKNOWUNKNOWN UNKNOWN UNKNOWN 55 WHITMORE ST UNKNOWN UNKNOWN UNKNOW UNKNOWN UNKNOWN UNKNOWN 56 GARVEY AVE 636-D2 101 7 16 10 EXISTING GRATE 57 GARVEY AVE 636-D2 104 7 UNKNOWN** 11 EXISTING GRATE 58 GARVEY AVE 636-D2 99 3.5 5 11 EXISTING GRATE 59 GARVEY AVE 636-D2 98 7 4.5 11 EXISTING GRATE 60 GARVEY AVE 636-E2 105 21 4.5 11 EXISTING GRATE 61 GARVEY AVE 636-E2 102 7.5 5 12 EXISTING GRATE 62 GARVEY AVE 636-D2 110 3.5 6 10 EXISTING GRATE 63 GARVEY AVE 636-D2 107 7 4.5 10 EXISTING GRATE * NOT IN LACFCD MAPS. ** NOTABLE TO MEASURE. Maintenance and Repair Permittee shall provide for the long term maintenance and repair of each CPS and ARS device installed pursuant to this permit by complying with one of the following options, within 365 days of the date of this permit: 1. Permittee has previously entered into a General Services Agreement with the County of Los Angeles. Permittee shall make a request for services to the County to maintain and repair the CPS and ARS devices installed pursuant to this permit, in accordance with the terms of the General Services Agreement, and County shall have approved the request for services. 2. Permittee shall enter into a long term maintenance agreement with the LACFCD. The long term maintenance agreement shall require Permittee to perform all maintenance and repair of the CPS and/or ARS devices installed pursuant to this permit, shall specify the terms and conditions of Permittee's performance, and shall be approved by the respective governing bodies of the Permittee and the LACFCD. Until such time as Permittee complies with either option 1 or option 2 above, Permittee shall be responsible for the operation and maintenance of all catch basins and connector pipes retrofitted with a CPS and/or ARS device pursuant to this permit. Permittee's operation and maintenance responsibilities shall include, without limitation, the removal and disposal of pollutants captured by each CPS and/or ARS device, and the monitoring of all such catch basins and connector pipes during storms, as necessary to ensure the proper functioning of each catch basin and connector pipe for flood protection. Until such time as Permittee complies with either option 1 or option 2, above, Permittee shall, in addition to any other indemnification obligations provided for in this permit or elsewhere, fully indemnify, defend and hold LACFCD harmless from and against any claims, demands, liability, damages, costs and expenses, including, without limitation, involving bodily injury, death or personal injury of any person or property damage of any nature whatsoever, arising from or in connection with, (i) the any CPS or ARS device installed pursuant to this permit, or (ii) any blockage or obstruction of any catch basin or connector pipe retrofitted with a CPS or ARS device pursuant to this permit. Should the permittee violate any of the conditions of this permit (including, without limitation, failure to comply with either option 1 or option 2, above) the LACFCD reserves the right to rescind this permit and to direct the Permittee to remove, any and all devices installed within LACFCD facilities pursuant to this permit. If, when directed to do so, the permittee fails to remove these devices within a reasonable time, the devices may be removed by the LACFCD. If the LACFCD removes any device pursuant to this paragraph, Permittee shall, within 30 days of receipt of an invoice from LACFCD, reimburse the LACFCD for all costs and expenses incurred by the LACFCD in connection with the removal of the device(s). HOA.675777.1 COUNTY OF LOS ANGELES DEPARTMENT OF PUBLIC WORKS Date: 12/28/2009 Permit No: PCFL 200903122 STANDARD FLOOD CONTROL PERMIT PROVISIONS A. This permit is valid only for the purpose specified herein. No change of purpose as outlined in application or drawings submitted with application is permitted except upon written permission of the Chief Engineer or his representative. B. Activities and uses authorized under this permit are subject to any instructions of the Chief Engineer or his representative. ALL INSTRUCTIONS MUST BE STRICTLY OBSERVED. C. Permittee shall assume entire responsibility for all activities and uses under this permit and shall save the District and Los Angeles County free and harmless from any and all expense, cost, or liability in connection with or resulting from the exercise of this permit including, but not limited to, property damage, personal injury, and wrongful death. D. Any damage caused to Flood Control structures by reason of exercise of this permit shall be repaired, at the permittee's sole expense, to the satisfaction of the District. Should the permittee neglect to promptly make repairs, the District may perform such work or have others perform the work, and the permittee agrees to reimburse the District for all costs of the work so performed upon receipt of a statement thereof. E. Any structure or portions thereof or plantings placed on District rights of way or which affect District structures must be removed, revised, and/or relocated by permittee without cost to the District, or any other public agency the District shall so designate, should future activities or policy so require. F. This permit is valid only to the extent of District jurisdiction. Acquisition of permits required by other affected agencies and consent of underlying fee owner(s) of District easement lands are the responsibility of the permittee. NOTHING CONTAINED IN THIS PERMIT SHALL BE CONSTRUED AS A RELINQUISHMENT OF ANY RIGHTS NOW HELD BY THE DISTRICT. G. This permit is subject to all prior unexpired permits, agreements, easements, privileges, or other rights, whether recorded or unrecorded, in the area specified by this permit. Permittee shall make his own arrangements with holders of such prior rights. H. Unless otherwise specified herein, this permit may be revoked or canceled at any time by the Chief Engineer or his representative when required for District purposes. I. Upon written notice of cancellation or revocation of this permit for any cause whatsoever, permittee shall restore District right of way and structures to their condition prior to the issuance of the permit and then shall vacate District property. Should permittee neglect to restore the premises or structures to a condition satisfactory to the Chief Engineer or his representative, the District may perform such work or have others perform the work, and the permittee agrees to reimburse the District for all costs of the work so performed upon receipt of a statement thereof. J. In the event of a District employee work stoppage, the Chief Engineer or his representative reserves the right to suspend all activity authorized under this permit which requires inspection by the District. Activity authorized by the permit shall not resume until District approval to do so is given. K. Unless otherwise specifically provided, all costs incurred by permittee as a result of the conditions of the permit or exercise by District of any right, authority, or reservation contained therein shall be the sole responsibility of and shall be bome entirely by the permittee. Report Name: PCFSTDPROV Last Modified: 2/11/08 Page 1 of 1 Tract k: Issued By: MBENTON Issued Date: 11 -MAY -10 Permili•.`: PCFL 200902612 200902601-200902621 Permit Office: 6 COUNTY OF LOS ANGELES -DPW PC-MODIFIC Department Of P`nlic wcrts MODIFICATION OF FLOOD Alhambra, CA 91803 - 162E1 SSP -3129 CONTROL FACILITY Flood Control District Permit CITY OF LONG EEACE CFRISTOFFELS WILLDAN Y Y.IEPKE Address I City, State Zip 333 W. OCEAN BLVD. LANG BEACH, CA. 90802 13191 CROSSROADS PFG17Y N., $405 INDUSTRY, CA 91746 Location Site Address: I-- r.a aTV^a1.675 LACFCD CATCH: BASINS WITHIN CITY OF LONG BEACH Work Phone Home Phone 5<2 570-5_60 562 906-6278 'ERMIT PURPOSE: To authorize the work described below affecting District catch basins in accordance with the submitted attachments, shop irawings, and catch basin identification list. NORK DESCRIPTION: Install 1,875 connector pipe screens (CPS) and 122 automatic retractable screens (ARS) in District catch basin=_ within City of -ong Beach, per submitted shop drawings and catch basin identification list. The proposed work shall be constructed in accordance with the conditions, provisions, and attachments provided. Permittee shall comply with the attached LACFCD/LACDPW maintenance and operation requirements. PERMITTEE MUST NOTIFY GREGORY GRAHAM (7:00 AM TO 3:30PM) ATTELEPHONE (626) 447-5972 AND FLOOD MAINTENANCE -SOUTH AREA AT (562) 861-0316 AT LEAST 5 WORKING DAYS BEFORE STARTINGWORKUNDER THIS PERMIT,. FAILURE TO NOTIFY IS CAUSE FOR REVOCATION OF PERMIT. SHOULD PERMITTEE FAIL TO TAKE ACTION WITHIN 180 DAYS FROM DATE OF ISSUANCE OF THIS PERMIT OR =AIL TO ACTIVELY AND DILIGENTLY EXERCISE THE PRIVILEGES OF THIS. PERMIT, THE PERMIT BECOMES NULL AND VOID. A COPY OF THIS PERMIT SHALL BE KEPT AT THE WORK SITE DURING ALL PERIODS OF OPERATION WITHIN THE DISTRICTS RIGHT OF WAY AND SHALL BE SHOWN TO ANY DISTRICT REPRESENTATIVE OR LAW ENFORCEMENT OFFICER UPON DEMAND. ATTACHMENTS: Maintenance & Repair Requirements; Attachment A, B, & C; CPS.Shop Drawings; ARS Shop Drawings; Appendix A-1, A-2, & A-3; Table 1 & 2 CPS Sizing Table; Long Beach Catch Basin Identification List CC: Design (Zandieh);,Flood Maintenance (South): Water Resources (Wood); Watershed Management (George): Construction (Office, Graham, Permit Detail PILE CODE N0. FLOOD.FACILITY NAME INSPECTION CHARGE it: CNSURANCE EXPIRE bOCA7I014 1: IAOK?S GUIDE 19.032 .DISTRICT CB'S TRIBUTARY TO LA -RIVER CGATEWAY 07/01/10 LONG BEACH VARIOUS Acount Code Amount 50.00 Total Fees: 50.00 Tract #: Permit #: PCFL 200902612 � '• ♦ - r 200902601-200902621 Issued By: MBENTON et — sr Permit Office: 6 Issued Date: 11 -MAY -10 x a c,4tr Is hereby permitted to complete scope of wort: on the public highways subject to provisions required by Countof Los Angeles Higb%l a'. Permit Ordinance (Division I of Title 16, Los Angeles County' Code), the Municipal Code, and Cin' Ordinance governing the area where this work is to be done, aad the atmehmeats hereon specified. Permit revocable nt Option of Public Works Director, in consideration of granting of this permit, it is agreed b, the applicant that the Counn' of Los Angeles and/or the eip wherein the it walk is to be performed and any of their offerers or employees thrreof shall be saved harmless by the applicant from am' Ilabilip' or responsibility for any accident, loss, or damage to persons or propetn', happening Occurring as the proximate result of aa)' ofthe walk undertaken under the terms of this application and the permit or permits which may be granted in response thereto, and that all of said liabilities are hereby assumed by the applicant it is further agreed that if uny part of this installation Interferes with the future use of the M1ighv'ay by 1M1e general public, it must be removed or reloeared, aSdesignmed by the Director of Public Works or Superintendent of Streets, at the e,pease of the permittee of his successor in interest The permit is,'oid if permittee is not in compliance with Section 3800 fthe Labor Code Performance of the work of activity under this permit is tantamount to agreeing to the conditions of this permit, Copy of this permit shall be kept at work site during period of operation within District's/Road right of way and shall be shown to District's representative or any law enforcement officer upon demand. INSPECTION REQUIRED CALL PERMIT OFFICER 24 HOURS BEFORE STARTING WORK UNDER THIS PERMIT. FAILURE TO DO SO IS CAUSE FOR REVOCATION OF THIS PERMIT. THIS PERMIT IS VOID IF WORK NOT STARTED IN 60 DAYS (FOR ROAD PERMIT( OR 180 DAYS (FOR FLOOD PERMIT) FROM THE DATE OF THE ISSUANCE. PERMIT OFFICE NO. PCHD CON HOLLYDALE OFFICE 11282 SOUTH GARFIELD AVENUE HOLLYDALE, CA 90242 PHONE NO. 562-869-0218 FAX NO. 562-869-2895 I q i1811mmapAl P Rr_PORL laps+VD26 GATEWAY CITIES ARS — CPS INSTALLATIONS Proposed City Order and Quantities: CITY PERMIT NO. ARS CPS -L'ong Beach IT200902612 122 1875 Compton IT200902607 115 989 Vernon IT200902621 0 1 349 South Gate IT200902620 124 718 Lynwood T200902614 132 604 Commerce T200902606 114 549 Downey T200902610 100 457 Paramount T200902617 116 274 Bell Gardens T200902603 114 256 Bell T200902601 112 225 Maywood T200902615 106 160 Cudahy T200902608 118 120 Signal Hill T200902619 63 124 Pico Rivera 7200902618 25 26 Montebello T200902616 0 625 Huntington Park T200902611 142 448 COUNTY OF LOS ANGELES DEPARTMENT OF PUBLIC WORKS Date: 05/11/2010 Permit No: PCFL 200902612 STANDARD FLOOD CONTROL PERMIT PROVISIONS A. This permit is valid only for the purpose specified herein. No change of purpose as outlined in application or drawings submitted with application is permitted except upon written permission of the Chief Engineer or his representative. B. Activities and uses authorized under this permit are subject to any instructions of the Chief Engineer or his representative. ALL INSTRUCTIONS MUST BE STRICTLY OBSERVED. C. Permittee shall assume entire responsibility for all activities and uses under this permit and shall save the District and Los Angeles County free and harmless from any and all expense, cost, or liability in connection with or resulting from the exercise of this permit including, but not limited to, property damage, personal injury, and wrongful death. D. Any damage caused to Flood Control structures by reason of exercise of this permit shall be repaired, at the permittee's sole expense, to the satisfaction of the District. Should the permittee neglect to promptly make repairs, the District may perform such work or have others perform the work, and the permittee agrees to reimburse the District for all costs of the work so performed upon receipt of a statement thereof. E. Any structure or portions thereof or plantings placed on District rights of way or which affect District structures must be removed, revised, and/or relocated by permittee without cost to the District, or any other public agency the District shall so designate, should future activities or policy so require. F. This permit is valid only to the extent of District jurisdiction. Acquisition of permits required by other affected agencies and consent of underlying fee owner(s) of District easement lands are the responsibility of the permittee. NOTHING CONTAINED IN THIS PERMIT SHALL BE CONSTRUED AS A RELINQUISHMENT OF ANY RIGHTS NOW HELD BY THE DISTRICT. G. This permit is subject to all prior unexpired permits, agreements, easements, privileges, or other rights, whether recorded or unrecorded, in the area specified by this permit. Permittee shall make his own arrangements with holders of such prior rights. H. Unless otherwise specified herein, this permit may be revoked or canceled at any time by the Chief Engineer or his representative when required for District purposes. I. Upon written notice of cancellation or revocation of this permit for any cause whatsoever, permittee shall restore District right of way and structures to their condition prior to the issuance of the permit and then shall vacate District property. Should permittee neglect to restore the premises or structures to a condition satisfactory to the Chief Engineer or his representative, the District may perform such work or have others perform the work, and the permittee agrees to reimburse the District for all costs of the work so performed upon receipt of a statement thereof. J. In the event of a District employee work stoppage, the Chief Engineer or his representative reserves the right to suspend all activity authorized under this permit which requires inspection by the District. Activity authorized by the permit shall not resume until District approval to do so is given. K. Unless otherwise specifically provided, all costs incurred by permittee as a result of the conditions of the permit or exercise by District of any right, authority, or reservation contained therein shall be the sole responsibility of and shall be borne entirely by the permittee. Report Name: PCFSTDPROV Page 1 of 1 Last Modified: 2/11/08 Conditions of Approval 0By permit Page: I of I Run Date: Tuesday Ajay 11, 2010 3:42 pm Permit: PCFL - 200902612 The following Conditions of Approval are required to complete the permit: GENERAL FLOOD PROVISION NO. 1 13 -OCT -09 HPARAOAN Use of District's right of way for the consuuction or activity authorized under this permit is tantamount to agreeing to the conditions hefein.(G1) GENERAL PROVISION NO.2 13 -OCT -09 HPARAOAN Permittee shall be responsible for notifying his contractor and all subcontractors of the provisions of this permit. ft work will be started until a copy of this permit is given to the contractor and each of his subcontractors. Further. the copy will be left at the site of the work being done by each contractor.(G2) GENERAL PROVISION NO. 4 13 -OCT -09 HPARAOAN Unless otherwise indicated in this permit. all work authorized by this permit shall conform to the latest edition of the Standard Specifications for Public Work Construction. as amended. and published by Building News. Inc.. 3055 Overland Avenue. Los Angeles, CA 90034 and the latest edition of the Los Angeles County Department of Public Works 'Additions and Amendments to the Standard Specifications for Public Works Construction".(G4) GENERAL PROVISION NO.5 13 -OCT -09 HPARAOAN This permit is subject to such further conditions as the Director or his representative may issue during the period of this use. When possible. such additional conditions shall be promptly delivered in writing to the address shown on page one of this permit. Conditions delivered orally of necessity shall be promptly confirmed in writing.(G5) GENERAL PROVISION NO. 14 13 -OCT -09 HPARAOAN Upon completion of work authorized under this permit. permittee shall restore the area to the satisfaction of the District's representative. (GI 4) GENERAL PROVISION NO. 24 13 -OCT -09 HPARAOAN During the period of operations conducted under the permit. Permittee shall maintain in effect an insurance policy (minimum limit S ONE million) naming the Los Angeles County Flood Control DistrictfLos Angeles County Department of Public Works andlor U.S. Army Corps of Engineers as co-insured with respect to these operations. A copy of this policy shall be submitted to the District for inclusion in the District file copy of this permit. Expiration or cancellation of the insurance policy shall constitute revocation of this permit.(G24) GENERAL PROVISION NO.3 28 -OCT -09 HPARAOAN Permittee is notified that in accordance with the STATE OF CALIFORNIA CONSTRUCTION SAFETY ORDERS. Section 1503. the permittee or his contractor may be required to acquire a permit from CAUOSHA if the work authorized herein more than 5 feet deep. The Inspection provided by the District can in no way be construed as a safety inspection.(G3) GENERAL PROVISION NO.8 31 -MAR -10 HPARAOAN Issuance of this permit shall not be construed as an obligation on the part of this District for the operation and maintenance of the proposed facilitles.(G8) PROVISION POLLITION NO. 02 28 -OCT -09 HPARAOAN Permittee shall be responsible for the selection and implementation of Best Management Practices (BMP's) for construction activities. If the Director or authorized representative determines that additional BMP's or corrective steps for existing ones are necessary. permittee shall immediately comply with the requests. (P2) Maintenance and Repair Permittee shall provide for the long-term maintenance and repair of each CPS and ARS device installed pursuant to this permit by complying with one of the following options, within one year of the date of this permit: Permittee must enter into a General Services Agreement (GSA) with the County of Los Angeles if permittee does not currently have a GSA in effect. Permittee shall make a request for services to the County to maintain and repair the CPS and ARS devices installed pursuant to this permit, in accordance with the terms of the GSA, and County shall have approved the request for services. The start date for the request for services will be at the discretion of the County. 2. Permittee shall enter into a long-term maintenance agreement with the LACFCD. The long-term maintenance agreement shall require Permittee to perform all maintenance and repair of the CPS and/or ARS devices installed pursuant to this permit, shall specify the terms and conditions of Permittee's performance, and shall be approved by the respective governing bodies of the Permittee and the LACFCD. Until such time as Permittee complies with either option 1 or option 2 above, Permittee shall be responsible for the operation and maintenance of all catch basins and connector pipes retrofitted with a CPS and/or ARS device pursuant to this permit. Permittee's operation and maintenance responsibilities shall include, without limitation, the removal and disposal of pollutants captured by each CPS and/or ARS device, and the monitoring of all such catch basins and connector pipes during storms, as necessary to ensure the proper functioning of each catch basin and connector pipe for flood protection. Until such time as Permittee complies with either option 1 or option 2, above, Permittee shall, in addition to any other indemnification obligations provided for in this permit or elsewhere, fully indemnify, defend and hold LACFCD harmless from and against any claims, demands, liability, damages, costs and expenses, including, without limitation, involving bodily injury, death or personal injury of any person or property damage of any nature whatsoever, arising from or in connection with, (i) any CPS or ARS device installed pursuant to this permit, or (ii) any blockage or obstruction of a catch basin or connector pipe directly caused by a CPS or ARS device installed pursuant to this permit. Should the permittee violate any of the conditions of this permit (including, without limitation, failure to comply with either option 1 or option 2, above) the LACFCD reserves the right to rescind this permit and to direct the Permittee to remove, any and all devices installed within LACFCD facilities pursuant to this permit. If, when directed to do so, the permittee fails to remove these devices within a reasonable time, the devices may be removed by the LACFCD. If the LACFCD removes any device ransrem.+ pursuant to this paragraph, Permittee shall, within 30 days of receipt of an invoice from LACFCD, reimburse the LACFCD for all costs and expenses incurred by the LACFCD in connection with the removal of the device(s). HOA -6757T7.1 Attachment A Automatic Retractable Screens (ARS) Requirements The ARS prevents trash and debris from entering a catch basin during dry weather and moderate stone flows by keeping the trash and debris in the street gutter for collection by street sweepers. ARS are not allowed on CBs connecting to drains of less than 4 - year frequency design storm. These CBs, if located in low trash generation areas, can be retrofitted, with Connector Pipe Screens (CPS). The City and its contractor shall adhere to the requirements, conditions, and provisions listed below and on the Permit: 1. The City's contractor will be required to perform a field operational test on 25 out of each 100 CBs in which ARS units were installed, as required in the Public Works' specifications for ARS contracts (Attachment B). Any units that do not open, close, and lock closed automatically under the test conditions, shall be repaired or replaced and retested. This process shall be repeated until the failed unit passes the test. If five or more of the units tested do not open as described above and require re -testing, Public Works will select, at its discretion, as many additional CBs as needed to be tested to ensure the 100 CBs that were installed are functioning properly. 2. The exposed ends of the protection bar, when removed, must be drilled out to a minimum depth of 1/4 -inch and refilled with neat "Sikadur 32, Hi -Mod" or Agency - approved equal. When CB protection bars are removed, each ARS unit shall be fitted with a permanent, fixed horizontal, 3/4 -inch diameter solid stainless steel bar located at the same distance above the flow line as the existing protection bar. Butt welding of the protection bar will not be allowed. The new protection bar shall remain fixed when the unit opens and shall not protrude beyond the projected curb face. However, the protection bar replacement will be waived when both of the following conditions are met . Where CB curb face height is 12 inches or less. • When the opening, between the ARS unit, in fully open position, and the flow line is such that a sphere of 4 inches in diameter cannot pass through. 3. The City shall, during storm events; patrol the locations where ARS units are installed and clear any trash lodged on the screen to allow storm flows to enter the catch basin. Attachment A (com, Connector Pipe Screen (CPS) Requirements The CPS prevents trash and debris from entering the storm drain system during dry weather and moderate storm flows by keeping the trash and debris inside the catch basin. The CPS shall be designed to retain all trash larger than 5 mm (0.197 inches) in the catch basin, and shall comply with the following items: 1. The CPS shall be sized, fabricated and installed conforming to the configurations shown in the CPS Sizing Tables 1 and 2, Appendices A-1, A-2, and A-3. 2. The CPS shall not interfere with the operation of an existing or proposed ARS. 3. The CPS unit shall have a sufficient structural integrity to withstand a lateral force of standing water (62.4 IbIfe) within the catch basin area when the screen becomes 100% clogged. The CPS unit shall be bolted to the catch basin walls. 4. The CPS shall be configured with deflector plates or screens preventing trash from falling between the screen and connector pipe. The deflector plate shall be designed to withstand a vertical load of 10 lbs per square foot. 5. The gap at the bottom, sides, and joints of the CPS unit shall not exceed 5mm (0.197 inches). 6. The perimeter of the CPS shall include a structural frame for stiffness, a bolting surface to fasten the CPS to the wall of the catch basin, and support for the upper portion of the CPS unit referred to as the "bypass" (see Appendix A-1). 7. All parts/components of the CPS unit must be sized to fit through the catch basin's manhole opening. 8. When the CPS unit encroaches more than 4 inches into the manhole opening, the Contractor shall install a Removable CPS unit. The Removable CPS unit shall be designed and installed with a removable panel allowing access into the catch basin. The removable panel shall be easily disengaged from the rest of CPS assembly upon entry or from the outside of the catch basin. The Contractor shall submit shop drawings for review and approval of the Agency. It is the responsibility of the Contractor to field verify the location and dimensions of these basins. 9. The CPS frame shall be fabricated from S-304 stainless steel, or an Agency approved equal stainless steel alloy. The Structural members shall have a minimum thickness of 3116 inches. 10. The CPS screen shall be fabricated from perforated metal of Type S-304 stainless steel, or an Agency approved equal stainless steel alloy. The screen shall have a minimum thickness of fourteen (14) gauge (0.0781 inches) The geometrical opening shape shall have a diameter of 5mm (0.197 inches). Attachment A (conw 11. The screen material used shall have at least 45% open area. 12. Any edge of the CPS that is not flush with the wall or floor of the catch basin shall be smooth with no prongs or jagged edges. 13. The assembly bolts, screws, nuts, and washers shall be fabricated entirely from S-316 stainless steel. The concrete anchor bolts shall use a Red Head Multi -Set II drop-in anchor, SSRM-38, with Type 316 stainless steel threaded rods, nuts and washers, or Agency approved equal. Preliminary Measurement The Contractor shall make detailed measurements of each catch basin, including the size and location of the connector pipe, for the proper fabrication of the devices. The Contractor shall submit written records of its measurements to the District for review and approval prior to fabrication of the CPS units. Improper fabrication of devices due to errors in the measurements shall be corrected at the Contractor's expense. Photographic Documentation. The Contractor shall document the work performed at each catch basin by taking digital photographs that clearly show the interior and exterior of each catch basin a) before and b) after the Work to be performed. Photographs shall be submitted to the District at the end of each month for basins completed. The photographs shall meet the following requirements: 1.. Minimum photographic resolution of 2 megapixels (1600 x 1200 pixels) 2. The file format of each photo shall be JPEG. 3. The digital files shall be named according to the following syntax: "XXXXXCXXX — INT/EXT—BEFORE/AFTER.JPG", where: a. XXXXXXXXX is the 9 -digit County Catch Basin ID number b. INT or EXT to indicate interior photograph or exterior photograph c. BEFORE or AFTER to indicate before of after construction 4. Each photo shall include a sign in the photo (e.g. whiteboard or chalkboard) that clearly shows the 9 -digit County Catch Basin ID number. 5. The contractor shall submit three sets of photographs on CD-ROMs or USB flash drives. Attachment A (waw Cleaning of Existing Catch Basins. The Contractor shall furnish all materials, equipment, tools and labor to cleanout (i.e. remove and dispose of all debris from within and around) all catch basins in which retrofit devices will be installed under this Contract to the maintenance standards specified. cleanout shall also include the catch basin connector pipe openings and the first 6 feet thereof. The catch basin shall be clean at the time of the installation of the retrofit device. Any trash and debris that accumulates between the dates the catch basin is cleaned and the date the device will be installed shall be removed prior to installation of the device at the Contractor's expense. Maintenance Conditions and Maintenance Standards. Following are deficiencies in maintenance conditions and their corresponding maintenance standards which shall apply to this Contract. The cleanout of each catch basin shall meet the maintenance standards listed as follows: Trash and debris shall include, but is not limited to, mud, vegetation, and garbage. Upon completion of a cleanout operation at a catch basin and before leaving it, the Contractor shall sweep the top surface of the catch basin and the area 2 feet around the basin, and shall remove any trash and debris resulting from the cleanout operations. No debris is to be left at a catch basin for future pick-up. Method of Removal. All trash and debris required to be removed from the catch basins shall be removed in a manner to be determined by the Contractor. The Contractor shall not allow any trash or debris to enter the connector pipe or main line as a result of the cleanout operations. Description of Description of Maintenance Condition Deficiency Maintenance Standard Trash and debris located immediately in No trash and debris located front of curb opening or side opening of immediately in front of catch basin t catch basin, and on top or between opening, and on top or between metal metal grates of grated catch basin. grates. Vegetation growing across and/or No vegetation blocking catch basin 2 blocking the basin opening. opening. No trash and debris within the catch 3. Trash and debris in the basin. basin. No trash and debris in connector pipe Trash and debris in the connector pipe opening and/or in the connector pipe 4 opening, upstream or downstream. for a distance of 6 feet from the opening. Trash and debris shall include, but is not limited to, mud, vegetation, and garbage. Upon completion of a cleanout operation at a catch basin and before leaving it, the Contractor shall sweep the top surface of the catch basin and the area 2 feet around the basin, and shall remove any trash and debris resulting from the cleanout operations. No debris is to be left at a catch basin for future pick-up. Method of Removal. All trash and debris required to be removed from the catch basins shall be removed in a manner to be determined by the Contractor. The Contractor shall not allow any trash or debris to enter the connector pipe or main line as a result of the cleanout operations. Attachment A (,oM.) Debris Disposal. All trash and debris removed under this Contract shall become the property of the Contractor and shall be legally disposed of away from the basin sites. The Contractor is responsible for proper disposal of the trash and debris, including obtaining approvals from all jurisdictional agencies, as applicable. The contractor shall contact VA County Animal Care and Control for pickup and disposal of dead animals. However, the Contractor shall be responsible for removing any dead animal from inside a catch basin. The Contractor shall also be responsible for contacting and coordinating with Animal Care and Control, a list of local Animal Care and Control offices may be obtained at http://animalcare.lacounty.govAocafionByCity.asp. Staff Gauge. The contractor shall paint a staff gauge and level indicators per Appendix A-2. The staff gauge shall be located such that it is visible through the curb opening or grating of the catch basin. Attachment B Field Testing of ARS Units Onsite Test. Each unit shall be manually operated upon completion of the installation to ensure that the screen and all moving parts move freely and the screen looks securely in the closed position. Units that are determined by Public Works to be malfunctioning shall be repaired or replaced at the sole expense of the Contractor. District will randomly select 25 out of each 100 catch basins (CBs) in which ARS units were installed for testing using water supplied from a fire hydrant or water truck. The Contractor shall be responsible for providing the source of water, including written approval from the water agency if a hydrant is used. Sufficient water shall be provided to cause the ARS units to open with no other assistance as follows: Flowing Water Test 1. Sandbags shall be placed around the CBs opening to allow the water to pond in front of the CB to a depth of 3 inches-, measured from the flow line of the CB opening local depression. The sandbags shall be located 5 feet upstream and downstream of the end of the local depression. Sandbags shall also be placed 7 feet from and parallel to the curb face. 2. An impermeable rigid membrane/barrier shall be placed covering the CB opening to allow the water to pond in front of the CB. The membrane/barrier shall be capable of sealing the CB opening without leakage so that the water ponds to the depth required. 3. Once the water reaches the depth described herein, the impermeable membrane shall be removed in one quick and continuous motion to allow the ponded water to instantaneously enter the CB and cause the ARS to open. A continuous flow of water shall be provided for at least two minutes after the initial opening of the ARS units in sufficient quantity to maintain the units open. At the end of the two minutes, the flow of the water shall be stopped and the unit shall fully close automatically prior to or immediately after the flow into the CB stops. 4. This process shall be successfully completed at least two consecutive times without adjustments and/or calibration between trials. 5. Any units that do not open, close, and lock closed automatically under the test conditions, described herein, shall be repaired or replaced at the sole expense of the Contractor and retested. This process shall be repeated until the failed unit passes the test at the sole expense of the Contractor. if more than five of the units tested do not open as described above and require re -testing, Public Works will select, at its sole discretion, additional CBs to be tested at no additional cost to Public Works. ATTACHMENT C 1. A minimum of five (5) working days Notice to District designated representative prior to Preconstruction Meeting. A Preconstruction meeting is required before commencement of the Work authorized under this Permit. 2. The Permittee shall provide Construction Schedule to District's field representative before starting work on this Permit The schedule shall indicate the Catch Basins that the Permittee will complete each week, identified by the assigned Identification Number listed in the attached "LOS ANGELES COUNTY FLOOD CONTROL DISTRICT CATCH BASINS IDENTIFICATION LIST'. Also, Permittee shall submit to the District's representative paper copy of the updated Construction Schedule on the first working day of each month. 3. County will be administering CB Cleanout contracts within the City that may take place concurrent with City's Project. Work on District's Catch Basins, under County Contract, shall have priority and/or testing be completed without interruption. 4. Permittee shall coordinate with District designated representative to schedule inspection for selected Catch Basins. District designated representative will select the Catch Basins to be inspected and/or tested. 5. Permittee shall be responsible for enforcing Section 7-10 PUBLIC CONVENIENCE AND SAFETY of the GREENBOOK, (e.g. Traffic and Access, Safety, Confined Spaces etc.). The inspection provided by the District shall not be construed as a Safety Inspection. 6. Upon Completion of the installations and testing, Permittee shall produce Inspection Records for each Catch Basin. 7. Any damage resulting from the Permittee's operations shall be restored and/or repaired at Permittee's expense and to the satisfaction of the District's field representative. 8. When removing and reinstalling the catch basin manhole covers, the Permittee shall grease all catch basin cover screws with a high temperature thread lubricant and seal grease (Jet -Cube by Koper-Kote or equal). Screws or bolts that are missing or cannot be reused shall be replaced with new ones meeting the requirements specified in applicable Standard Plans as directed by the District's field representative. If the catch basin cover screws are frozen (e.g. rusted in place) the Contractor shall remove the frozen cover screws. If during their removal the manhole covers or screws should become damaged, it shall be the Contractor's responsibility to replace them in accordance with the applicable standard plan and to re -drill and tap new holes, if necessary. 9. Permittee shall be responsible for collecting the retaining trash and debris within the street by street sweeping and other equipment. ATTACHMENT C to.zl 10. Permittee shall fumish eight (8) copies of a Technical Manual for ARS and CPS Units and eight (8) electronic copies on CD -Rom in Portable Document Format (PDF). The Technical Manual shall be submitted prior to field acceptance of the permitted work. Each manual shall, at minimum, include the following: a. Title Sheet. b. Table of Contents. c. Manufacturer, supplier, spare parts, and servicing location information including name, address, phone number of the manufacturer and local representative. d. Recommended installation, adjustment, calibration and troubleshooting procedures. e. Lubrication recommended if applicable. f. Recommended preventive maintenance and maintenance procedure. g. Complete parts list, by generic title and identification number, with isometric views and schematics of each assembly. h. Recommended spare parts list and list of special tools and equipment required for OBM. i. Disassembly, overhaul, reassembly, and realignment instructions. j. A discussion of the warranty and how to obtain warranty service. 11. Manufacturer's Warranty, all ARS and CPS units shall be covered by a three (3) - year manufacturer's warranty starting on the date of acceptance of the work authorized under this Permit by the District. The warranty shall cover the units against corrosion, excessive wearing of moving parts, and operational malfunction. The manufacturer shall provide, at no cost to the District, all labor, material and equipment required to repair or replace the units during the warranty period, including but not limited to calibration and adjustment of moving parts to ensure the unit operates properly. 12. Detailed shop drawings for the ARS and CPS units shall be submitted to the District. No ARS or CPS fabrication shall start until the shop drawings are approved by the District. The Shop Drawings must clearly describe the details and mechanical operation of the ARS and CPS Units, and, at a minimum, must contain: ATTACHMENT C (,o.L) a. Drawings descriptions and details of the units. b. Materials used. c. Connection details. d. Assembly details. e. Mounting details. f. Dimensions of all parts. g. Any other information needed to manufacture, install, and use the units. h. Correct title of the Gateway Project. 1. Names of the Cities and Permit Numbers. j. Note - One set of Shop Drawings may be used for all of the Cities in the Gateway Project. 13. Upon completion of the contract, the City must submit an as -built spreadsheet, for each permit, containing the following data: a. County approved ARS manufacturer name and contact information. b. ARS name and model. c. For each catch basin: 1. City CB No. il. County CB No. ili. County Drain Name. iv. Street Name. v. Nearest cross street vi. Thomas Guide page and coordinates. vll. GPS coordinates. viii. CB type (SPPWC Std. Plan No.). ix. W dimension. x. Number of grates. xi. V dimension. x1i. Curb face height. xiii. Number of ARS units installed. xiv. Whether or not a CPS was installed. ATTACHMENT C (-om) 14. No ARS or CPS may be installed in any CB in a sump. Any location where CB is found to be in a sump, in a cul-de-sac, or with flow entering the basin from two opposing directions, must be removed from the project. A 0 �[ o G A w w L (D � d Er (D 0 m A 0 W A O (P A O W A O a W 2 m c N x to S y x _ N n 'm Ut A A W N N Ql (P A W N N t0 Qf 07 (T W N (D DJ m (T W N r r —;Zr- 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 ;Zro 0 — m m m n a N_ ^Z^ YI D W r� m D T W O r M m n co C C 2 Z O D M N D D D D D r C D D D D D D D DD D D O 7J z z :u JQ x A O z Z7 .o S A x m ;o77 .o � ;o< n W 00 (n (n fn N T (n N fn O (/> !A (A N m N 0 y n OD (� A n n n n O n 0n n n n C)n n 0n m N N m m m m 0* m m m m m m m m CA m m m N Z z m N m N N w P N m (n m d QJ Q ' � S m m m V V O) (n (A N a A z D D n n n n n n n n n n n n n n n n n O O o 0 0 0 0 o O O o O o n o 0 0 0 o W f D D m D D d d d N N O W N 2 2 D i n n n s � m r r r m W D m m Cn to m Cn m o an d C C C C C ry !D O m d S C q a m O O N "' y P d y 0 r y z N 0 N z z N N (n m Z Cn z Z y m m m m m m y m m m m On m .. 0 o N Tia z O z O z O w � 3 v, a � � N N � a• ,-.. N cNn. p 0 O^ V N 3 O L d O O O D tD n O O Cn d a Cn r r r D 2 D m ai tNi+ cNii n y D o" d s m o o a {O^' D 10 10 10 ip m d d c C W V N N W W J J V W 1 W W V V W N d ^ ❑. y. Ut A m m (P N Vt (T N � n S � S 2 CO � S N S 2 cn N N N n � dr CA v J r OJ (O Ql p w m O N N W p fD © m m V G: m O m W m A a m m m m fT A Vt L1 m Ot � N^ N ^ A n O n r O z O W m D n m n f/1 tV Z ci --1 D CO 1 r D mr- m r- 0 m M N n 00 NC C D fA D D > D D D D D > D D D n D O < D D T A A iZ 73 7o Z N Z T -a- N N N N N N N N N N N N O Er w w w w w 90 w w w w D O g0 w w w r N 0m O L m m n n < N N N N N N N N N N N N N N N N w P P P P P P m v m J O n P P J m N N N N N N N N N N N N N N N D D > W N i m Z O W N > n n n n o n n n n n 0 n n n 0 n 0 0 0 n o O n O O O O O C 0 0 0 0 0 M* p .< v •C C `G `G K •G `G •G •< `G •G •G •G `G `a ----------------- O T S 6 N w m 'D w m m n n Z C) n m i., 3 O O CO m T 'a 'D V n n n O n_ n n w o r m m m m fNi1 T m 0 0 RZ1 m m w° Gl P m 0 n n y m o d m y S v v o O 3 O D 1 �_ n n n n 1 D' p N _ y O tl O p O O w m - w w � m n _ W � n N � n r= ------------------ O 9 A P N P P N P > > P O m P = N �p P CO P © N w O n f/1 tV Z ci --1 D CO 1 r D mr- m r- 0 m M N n 00 NC C D fA W n 0 CD En N_ Z YI "' D W > r D mW -n r O m X N n co NC C Cn D Cn A DD n D m D Z< O AA m A 9 Z 2 7DJ 7] �J N N 50 N N N w N N N C N N N N 00 N N N m z W P= W m m D r w W w 4o W W W N O N-403 m o 0 C) C) m 0 (7 0 0 z m� 0 N (7 (7 CD C1 C) C7 N N N N N N < wm PJ m m m m P P m m m m P m a s w' J J J J m J v v J N N N N N N N N O = S N N N N N N N N N N O� D n n 0 0 0 0 0 0 0 0 n n n 0 F 0 O 0 O O O O O O O O O D O C 0 C C G C C m v v m m m 0 m m w w N T = = S a N O O m a Z � S m a m Cr) N v v in n n z n O a a N N J W g, r z m m r m m �w ow m � � m m O`1 n � AO Ao '� � d m m 0'• f C N w W W w G obi � E C) 0 0 C7 C1 N 7] O O O O w m - r _ m C) _ � W N .. y --------------- ? � N A m P O P P P P O O =» m rD N = m N N N N .... N N N 7• m CDD _ r � O .. m n 0 CD En N_ Z YI "' D W > r D mW -n r O m X N n co NC C Cn D Cn a n '0 N N N_ Z D rD mW n r- 0 m M N n W w C 2 D cn N A A Z Z N N A N A N N N 00 N O O W 4= 4c W d o W fb W W o D 4> W W W n D W V a V N N c V V (�A CSA L ANO N N N N N N N N Ip N N N N N N N N to O J S N N N N N N N N N a m J ONi N > N W N O m (T d W [T Ul A W O tW0 [NO Q n n N C7 n n C7 O o 0 0 0 o 0 m E CJ p O O c � D 3 cG L7 G1 A A m s m m v .N+ 3 N � Z = d D D D > N A O d O N 3 S S S J S O O m m 3 3 3 O 3 3 � 3 m O ^O w m o r 0 C1 n N � O O o W m O A a O N !P N O O P V m G o. m A � D � D ➢ ➢ D o D D N D m O D 3 7 J > > > 7 y r 91 N 3 O N o w = m _p s ' $ 3 3 W W W J (T <T fT N (T (T (T !T S O S Ut (T Ut N P N _ M CO N N N O H y n ? m m N N N N N N N N N N N N W N S M N N N N � r m O INT O P N m P '9 L � N 7 O .Cs m N !n U1 n '0 N N N_ Z D rD mW n r- 0 m M N n W w C 2 D cn N RA n N N N_ Z i G) n W � - r D mW fpm p ;o t a D 03 D X N D > D D D > D D D a 0 D D D D D > JJ :t1 A 7J 7J 7J 7J A 7J 7] 7J 7J .L .� i7 n W Q N N N N N N N Z (7 (7 C7 n O O o 0 0 0 o f n n n n n (1 (7 m O O 7] y O O m o 0 0 0 m m m m o. � J Z a O m G) G1 A 7J .Z7 14 m m < < o o N o o m A n O J J N g r (n Z Z Z N Z Z N VJ N Z d m N m J J O O moi m rn G) c a o o a n 0 0 N G) O OEL E N O O O O O O O N O W n a O n n = O O O S 3 J > o CO v N N cn N W OJ CO m m QJ LO W © m m CD 7^_ Ol CO CO W 6 ry N n r V a O N m O 6 d Ut IT U Li O N N N O L� O fA -.r T (P O .O n N N N_ Z i G) n W � - r D mW fpm p ;o t a D 03 D X N . f G y/ f ( 0 \0 \ \ \ \ }} \ \ \ ( \ \ \ \ \ \ \ \ �� ~0 0 ,2 J J J » ! f } } \ } } } J J » J J » « < / / { \ { \ \ \ / 2 A 2 2 e 7 f! R /\ ;§ m 7 m m;» F a ! in = a\ \\ J D D D D D D DD D D D D D D D G 7J Z] X A x M z z z z z z Z X m 7u m x 7J 7J .Q cn N N N N N N 000000 N N N N N N N N w w w w w W G= n D p D [) D w w g- P+ P. Q' p' 90 a o p O p O m 0 N N N N N N S a cn N N N CJ N cn N N N N N N N N O J V V J O N J J J V V J J J V V J N J N J N N N N N n N N N N N N N N N N N N N O O m O) Ut A m J J N O fD W n 0 0 n 0 o 0 a 0 p 0 0 0 0 0 o o 0 0 0 0 0 0 0 0 0 0 o O o 0 0 o O C C C W= > > J C > > J V' w p C J J J J N Fli O O D C1 z m' m N C N !T N Ut tD 7 .N. w � � � y y � N y r o d m m r" re m `e o m m m m o � o a � 0 0 v m N O J A A W p D O A O T S r O N A A A rn o a o o 0 o N O 6. m m m a m W Ei S S C m W N N N W d ? a) m o ry m in o � � N N En rr � 0 N � n N A > N Cn m U', W N W N N rT L'i lSD N N N v S O r' L V a O N A COUNTY OF LOS ANGELES DEPARTMENT OF PUBLIC WORKS APPENDIX A-1: CPS CONFIGURATION CATCH BASIN INTERIOR VIEW (Not to scale) eflector vhen needed) Connector Pipe CPS Length L = A + 2B CPS Height HIS Bypass Height Hb Minimum Wall Clearance C = 4 inches Minimum Interior Spacing B = 10 inches Minimum Distance from Street Flow Line G NOTES 1. The CPS shown above is for illustrative purposes only. The catch basin connector pipe location and the shape and design of the CPS may deviate from the above example. 2. For L, Hs, Hb, and G values see attached CPS sizing tables 1 & 2. Revised 04/21/2010 COUNTY OF LOS ANGELES DEPARTMENT OF PUBLIC WORKS J APPENDIX A-2: STAFF GAUGE 9" White Background Black Numbers ® 7 and Lines Im. STAFF GAUGE Marks in Feet 2" 24" 900% 1" 2^-J 100% STRIPE (Red) 0. STRIPE Staff Gauge location Connector 100% pipe screen Stripe 40% Stripe Staff Gauge elevations 4 3 EXAMPLE LAYOUT — 1 NOTES 1. The Contractor shall paint a staff gauge as shown on an externally visible interior wall of each catch basin, with black on white paint. 0 2. The staff gauge shall indicate elevation above the invert of the outlet pipe and shall extend from invert to the top of catch basin wall (see example above). 3. The contractor shall paint red stripes adjacent to the gauge labeling 40% and 100% screen height as shown above. COUNTY OF LOS ANGELES DEPARTMENT OF PUBLIC WORKS APPENDIX A-3: EXAMPLE CPS LAYOUTS CURB OPENING CATCH BASINS (TYPES 300,306 Connector Pipe Screen (CPS) (Typ.) Note 2 (Typ.) Pipe (Typ.) (Typ.) -- Q -- Ex. Catch Basin (Typ. CURB OPENING CATCH BASINS WITH GRATES (TYPES 301 302) ( ; 3 NOTES: 1. The CPS configurations shown above are for illustrative purposes only. This is not a comprehensive list. 2. When the CPS unit enchoaches more than 4 iches into the manhole opening, the Contractor shall install a Removable CPS unit per Attachment A, CPS Requirements, item 8. 4 4 I m mmU 3 � I�o7o d ' ,O ON Imtz N O to N a c m H m � E m � c m U o m d aci a Tj Q C > T U ti � U C7 0 3 o a 8 rndm0 �� cmo EL a�i vy. om w` m X LL m = x O N X I •`{sr uOv W tnZ oum s I - 3 T m y N J — f: Geupe jC> N — ii` _ULLW W� `Vec J 4 4 I t i t 63 - �3�r N O r rt v N Fi O m C p O W. U' � � c of Z 0 ° Loaf rt 2 ' 6 O N C �.-� Yesneeg0l I 5 Uy u' X� p X Xbnm O F 11 G.�svwn O in W II J 3 � Y 3 C O r N 5 0 W,2 r m W z Q r m Q � N mem �C�Er Q = N > W f ,dMm ] c N >Co C Q O O O p W c E to t i t § § �\ [ �\ � I /`/ i8 i i f 9 ! } � h \r! / !). \/) § 7 \\ i} ` ` cc` e(ED) E) - - ��)) CA ^ / . \ ease \[� _ k: }- -_ 3{ }[ ■% y� o . ! } � EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event B-1 less than $1,000,000.00 per occurrence. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are licensed carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to,require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Consultant and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability M or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. M 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. CE 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. M ACORD,. CERTIFICATE OF LIABILITY INSURANCE 12/15/2010 DATE PRODUCER Dealey, Renton & Associates P. O. Box 10550 Santa Ana CA 92711-0550 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSRTypE OF INSURANCE INSURERS AFFORDING COVERAGE INSURED w$URERA: Travelers Property y Casualty Co of Amerl Willdan Engineering INSURERB:Catlin Insurance Y Com P an Inc. 2401 E. Katella Avenue, Ste. 300 Anaheim CA 92806 INSURER C: 11/9/2010 11/9/2011 INSURER D: INSURER E: FIRE DAMAGE(Anyone Ore) COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. OTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS ERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE PERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRTypE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE IMMODIVI POLICY EXPIRATION DATE IMM/DDMi LIMITS A GENERAL LIABHUTY 6301158PO20 11/9/2010 11/9/2011 EACH OCCURRENCE $1,000,000 FIRE DAMAGE(Anyone Ore) $1,000,000 X COMMERCIAL GENERAL LIABILITY CLAIMS MADE 0OCCUR MED EXP (Any one Person) S10,000 PERSONAL b ADV INJURY S1,000-, 000 X Lontractual X BFPD, XCU GENERAL AGGREGATE $2.,_OA.Q,-OA.O— GENIAGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP AGG $2,000,000 POLICY X IFcTPRO- LOC A AUTOMOBILE X UABILRY ANY AUTO 8101158P020 11/9/2010 11/9/2011 COMBINED SINGLE LIMIT (Ea accident)$1 • 000,000 BODILY INJURY (Per person) S ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) $ X X HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE (Per acadent) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT S OTHER THAN EA ACC $ ANY AUTO $ AUTO ONLY: AGO EXCESS UABILITY EACH OCCURRENCE $ OCCUR C1 CLAIMS MADE AGGREGATE $ S DEDUCTIBLE S RETENTION b A WORKERS COMPENSATION AND UB1302P790 11/9/2010 11/9/2011 WC OTH- X zOftr.uMITs. E $1,000,000 EMPLOYERS' LIABILITY EL EACH ACCIDENT EL DISEASE -EA EMPLOYEE $1, 000, 000 EL. DISEASE -POLICY LIMIT $1 0 B OTHER Professional Liability AED977441111 11/9/2010 11/9/2011 Per Claim $1,000,000 Annual Aggregate $1,000,000 Claims Made DESCRIPTION OF OPERATIONSILOCAnONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS eneral Liability policy excludes claims arising out of the performance of professional services. Independent Contractors are included as respects to General Liability. Re; Retrofit design for stormwater catch basins ity of Rosemead, its officials, employees, and agents are additional insured as respects to General Liability as equired by written contract. Primary and Non -Contributing coverage, Cross Liability coverage, Waiver of Subrogation pplies to GL as required by written contract. Primary and Non -Contributing coverage applies to Auto Liability as ee Attached... HOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED EFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER City of Rosemead ILL MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER Lucien J. LeBlanc, City Engineer AMED TO THE LEFT. 8838 E. Valley Boulevard Rosemead CA 91770 AUTHORIZED 1988 J DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS / SPECIAL PROVISIONS required by written contract. (INDUSTRY) COMMERCIAL GENERAL LIABILITY I. How, when and where the "occurrence" or offense took place; IL The names and addresses of any injured persons and witnesses: and Iii. The nature and location of any Injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against the additional insured, the additional insured must: t. Immediately record the specifics of the claim or "suit" and the date received; and it. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. The additional insured must immediately send us copies of all legal papers received in con- nection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and oth- erwise comply with all policy conditions. The additional insured must tender the de- fense and indemnity of any claim or "suit" to any provider of other insurance which would cover the additional insured for a loss we cover. However, this condition does not affect whether this insurance provided to the addi- tional insured is primary to that other insur- ance available to the additional insured which covers that person or organization as a named insured. 4. The following is added to the DEFINITIONS Sec- tion: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or or- ganization as an additional insured on this Cover- age Part, provided that the "bodily injury" and "property damage" occurs and the "personal in- jury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 of 2 ® 2008 The Travelers Companies, Inc. CG D4 14 04 08 POLICY NUMBER: 6301158PO20 COMMERCIAL GENERAL LIABILITY ISSUE DATE: 11/09/10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSON OR ORGANIZATION BLANKET AS REQUIRED BY WRITTEN CONTRACT (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (SectionIV- COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule. above because of payments we make of injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products - completed operations hazards." This waiver applies only to the person or organization shown in the Schedule above. CG 24 0410 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The insurance provided to such additional insured is limited as follows: c. In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the in- surance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement shall not increase the limits of insurance described in Section III — Limits Oflnsurance. d. This insurance does not apply to the render- ing of or failure to render any "professional services" or construction management errors or omissions. e. This insurance does not apply to "bodily in- jury" or "property damage" caused by "your work" and included in the "products - completed operations hazard" unless the "written contract requiring insurance" specifi- cally requires you to provide such coverage for that additional Insured, and then the insur- ance provided to the additional insured ap- plies only to such "bodily injury" or "property damage" that occurs before the end of the pe- riod of time for which the "written contract re- quiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2. The following is added to Paragraph 4.a. of SEC- TION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible "other in- surance", whether primary, excess, contineent or on any other basis, that is available to the addi- tional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the ad- ditional insured under this Coverage Part must apply on a primary basis or a primary and non- contributory basis, this insurance is primary to "other insurance" available to the additional in- sured which covers that person or organization as a named insured for such loss, and we will not share with that "other insurance". But this insur- ance provided to the additional insured still is ex- cess over any valid and collectible "other insur- ance", whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any "other insurance". 3. The following is added to SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDITIONS: Duties Of An Additional Insured As a condition of coverage provided to the addi- tional insured: a. The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, such notice should include: CG D4 14 04 08 0 2008 The Travelers Companies, Inc. Page 1 of 2 Agreement for NPDES Support Services for the City of Rosemead City of Rosemead's Annual NPDES Report C1 1 9 1 0 This Agreement shall be our Agreement regarding the NPDES Support Services described below ("Services") to be provided by Willdan Engineering ("Consultant") as an independent consultant to the City of Rosemead for: the City's NPDES Support Services ("Project"). The Services to be provided include the following: Preparation of the City's Annual NPDES Annual Report in compliance with the Regional Water Quality Control Board; Staff Training in compliance with Annual Permit Requirements; Meetings with City Staff; and Representation for the City of Rosemead at LA River Watershed Committee meetings. The Services to be provided are more particularly described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference. 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, and consistent with all applicable laws. Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Compensation for the above services shall be provided for a lump sum amount, three thousands five hundred dollars ($3,500.00). Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("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 agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. 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. 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. Consultant shall provide proof of commercial general liability insurance to the City in amounts and with policies, endorsements and conditions required by the City for the Willdan Engineering — NPDES Support Services July 20, 2010 Page 2 of 3 Services. If Consultant is an employer or otherwise hires one or more employees during the term of this Project, Consultant shall also provide proof of workers compensation coverage for such employees, which meets all requirements of state law. Invoices shall be submitted to the City monthly as performance of the Services progresses. City shall review and pay the approved charges on such invoices in a timely manner. Services on the Project shall begin immediately and be completed by September 1, 2010, unless extended by. the City in writing. The City may terminate this Agreement at any time with or without cause. If the City finds it necessary to terminate this Agreement without cause before Project completion, Consultant shall be entitled to be paid in full for those Services adequately completed prior to the notification of termination. Consultant may terminate this Agreement for cause only. Consultant warrants that the individual who has signed this Agreement has the legal power, right and authority to make this Agreement and bind the Consultant hereto. If you agree with the terms of this Agreement, please indicate by signing and dating three (3) original agreement copies where indicated below and return both to the undersigned. Once the documents are fully executed, one original will be returned to you for your records. [signatures on next page] Willdan Engineering — NPDES Support Services July 20, 2010 Page 3 of 3 CITY OF ROSEMEAD WILLDAN ENGINEERING Approved by: Chris Marcarello Date Director of Public Works Attest: ,yy Gloria Molleda City Clerk Reviewed and Accep d by Consultant: Signature Name 89 40 52, l/, "e- (Lr, Dale Title %/Z 642 Date' 'I A/V W I L L DA N your extending Engineering each July 12, 2010 Mr. Lou LeBlanc City Engineer City of Rosemead 8838 E. Valley Blvd. Rosemead, CA 91770 Subject: Proposal for NPDES Support Services for the City of Rosemead Dear Mr. LeBlanc: I am responding to your request for a letter proposal to assist the City with the completion of the 2009-2010 annual report. This proposal is for the Annual Report preparation. Last year, Willdan Engineering (Willdan) prepared a proposal that included the Annual Report, Annual Training, attendance at various NPDES meetings and consultation with City staff. If the City is satisfied with the hourly services for the final three items, I would suggest that we continue with the hourly charges contained in that proposal, leaving this letter to cover the Annual Report. SCOPE OF SERVICES Willdan proposes to provide the following services under the terms of this proposal. Preparation of the Annual Report. With the assistance of City staff, Planner and James Donovan, Willdan will complete all documents needed to complete the NPDES Permit Annual Report. The City is implementing the NPDES permit and will need to provide data for the completion of the annual report. Willdan will document the City programs with the help of City staff and prepare the needed documents to upload to the State web site. This will be completed on or before September 1, 2010, if all staff submittals are received by Willdan no later than August 17, 2010. Mr. Elroy Kiepke will be responsible for the above -identified services from Willdan's office in Industry, California. Mr. Kiepke has been providing general supervision for all NPDES services for all Willdan client cities in Southern California since 1990. COMPENSATION For services provided under Item 1 above, services will be provided for the lump sum of $3,500. Engineering I Geotechnical i Environmental i Financial i Homeland Security 562.908.6200 1 800.499 4484 1 tax: 562.695.2120 1 13191 Crossroads Parkway North, Suite 405, Industry, CA 91746-3443 1 www.wilidan.com July 12, 2010 Page 2 Two originals of this proposal are being submitted. If this proposal meets with your approval, please sign both originals and return one to our office. If this proposal does not cover all issues that the City may wish to address, we will be pleased to discuss the additional or reduced service levels and the appropriate adjustment of compensation. Respectfully submitted, WILLDAN ENGINEERING Elroy Kiepke, P.E. City Engineer lkf�""" William C. Pagett, P.E. Senior Vice President Enclosure EK:mh 95610-10\06-130\P10-148 2875 Approval and Authorization to Proceed By: CITY OF ROSEMEAD Signature Date Education 1969, B.S, Civil Engineering, Valparaiso University, Indiana Registration 1973, CA, 022382, Civil 1986, CABO, CBO, 703 1994, ICBO Accessibility/Usability Specialist Certificate, 74013 Affiliations American Public Works Association American Society of Civil Engineers California Building Officials International Conference of Building Officials International Erosion Control Association 40 Years Experience W I LLDAN L� Engineering Elroy L. Kiepke, CBO, PE City Engineer Mr. Elroy L. Kiepke presently serves as a City Engineer for Willdan. He joined Willdan in July 1979 to assist in the formation of the Building and Safety Division. As the division grew, he became the Division Manager for Plan Check Services and City Engineer for some of Willdan's client cities. Mr. Kiepke began his professional career with the County of Los Angeles in June 1969. He received training in building plan check and subdivision plan check before taking permanent positions in the Subdivision Section and Building and Safety. Specific Project Experience National Pollution Discharge Elimination System For Willdan projects, Mr. Kiepke developed the policies and procedures for projects requiring State construction activity permits. The purpose is to create a partnership with the contractor to develop a Storm Drain Water Pollution Prevention Plan which best meets the needs of all parties involved with the project and complies with Clean Water Act requirements. City of Coachella, Dillon Road Grade Separation Project — Mr. Kiepke is providing NPDES services for the Dillon Road Grade Separation Project. The project involves the construction of a new bridge at Dillon Road and the existing UPRR tracks. The new structure carries Dillon Road traffic over Indio Boulevard and the UPRR's two existing tracks by means of a reinforced concrete bridge. In addition, the project involves the following specific items of work: new traffic signals, construction of approach fills for the new bridge, installation of new curbs and gutters, installation of new signing, construction of new drainage facilities, and other appurtenant work. It is anticipated to take approximately 14 months and $22 million dollars to construct the new bridge. City of San Marino, NPDES Compliance — Mr. Kiepke provides NPDES services to include advising staff in required NPDES actions, complete annual NPDES report, and attend NPDES meetings. City of Agoura Hills NPDES Permit Compliance - Mr. Kiepke, while acting as City Engineer for the City, was responsible for attending meetings, reviewing and proposing Ordinances, preparing reports, and communicating with the community to maintain the Cities NPDES compliance efforts. This activity went from the issuance of the early permit in 1990 through August 1997. Mr. Kiepke has worked extensively with the City on compliance with NPDES permit for separate storm sewer systems. He has been instrumental in preparing ordinances for improving management practices for projects which discharge to the storm drain. On behalf of the City, he attended meetings and attended seminars to gain a better understanding of how to better shape the program's goals. Cities of Rosemead, Paramount, and Bell Gardens NPDES Permit Compliance - Mr. Kiepke due to his familiarity and availability, took over the permit programs for the above cities in October 1997, and continues his efforts in this area. This includes preparation of the Site Visit database for each city budget report preparation and Elroy L. Kiepke, CBO, PE Continued WILLDAN I v Engineering attendance at Watershed meetings representing the cities. Mr. Kiepke has also conducted training classes for more than 150 City personnel as required by the Permit. Cities of Calimesa, and La Canada Flintridge - Mr. Kiepke as part of the City Engineering responsibility, administered the NPDES Programs for these cities. The Calimesa assignment involved review of the Riverside County permit. CITY OF ROSEMEAD PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 25th day of May, 2010 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Willdan Engineering , a corporation with its principal place of business at 13191 Crossroads Parkway North, Suite 405, Industry, CA 91746 ("Consultant'). City and Consultant are sometimes individually referred to herein as 'Party' and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing building and plan check 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 building and plan check services ('Project') as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional building and plan check 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 July 1, 2010 to June 30, 2013, 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. Willdan Engineering Page 3 of 11 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 James M. Guerra, or his 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/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub -consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all Willdan Engineering Page 4 of 11 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. 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Architect shall maintain prior to the beginning of and for the direction of this Agreement insurance coverage as specified in Exhibit D attached to and part of this agreement. 3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit C attached hereto and incorporated herein by reference. The total compensation shall not exceed sixty percent (60%) of Plan Check fees and seventy percent (70%) of Building Permit fees collected except for inspection services provided for permits issued before the effective date of this agreement without advance written approval of the city manager's project manager. Extra Work may be authorized, as described below, and if authorized,, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. Willdan Engineering Page 5 of 11 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 California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("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 agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. 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. 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. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the Willdan Engineering Page 6 of 11 effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this 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: K�1►bY�1_�l_1►Y1 CITY: Willdan Engineering 13191 Crossroads Parkway North, Suite 405 Industry, CA 91746 Attn: James M. Guerra City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Community Development Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other Willdan Engineering Page 7 of 11 documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and Willdan Engineering Page 8 of 11 attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of Willdan Engineering Page 9 of 11 reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. 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. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which Willdan Engineering Page 10 of 11 require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [signatures on next page] Willdan Engineering Page 11 of 11 CITY OF ROSEMEAD By: 4. kl9ila Je Allre City Manager Attest: �le,Q Gloria Molleda City Clerk Approved as to form: Jose M. onte City Attorney 02108 Document2 WILLD/ANS By: (it1 Name: Title: I*BTW-- SCOPE OF SERVICES 1. General CONSULTANT shall provide building and safety services as requested by the City. Such services shall include enforcement of the CITY'S building laws and codes. Such enforcement shall include the duties set forth in the ordinance of the City for the Building Official and, in the performance of such work, the officials, plan reviewers and building inspectors of CONSULTANT shall have the powers, duties and discretion of Building Official of the CITY. Under the California Building Code (CBC) Section 104 as amended by Los Angeles County Title 26 and adopted by the CITY, the Building Official is directed to perform certain tasks as described in the CBC. When acting in accordance with Section 104, the Building Official is afforded certain protection from liability per section 104.2.6. As CITY'S authorized representative, CONSULTANT shall be deemed to have the same right to protection from liability to the maximum extent allowed by law. This section is not intended and shall not operate to in any way increase CITY'S liability or decrease its lawful immunity from liability. 2. Building Official Duties of the Building Official shall include but not be limited to the following: The Building Official is authorized to enforce all provisions of the CITY Building, Electrical, Plumbing and Mechanical Codes, and to make all inspections pursuant to the provisions of each code. The Building Official shall have the power to render interpretations of these codes and to adopt and enforce rules and supplemental regulations in order to clarify the application of it s provisions. 3. Plan Review CONSULTANT upon request of the CITY shall review plans prepared by or on behalf of an applicant for compliance with the Building laws of the CITY and State. When satisfied that the plans comply the applicable Building laws of the CITY and State, CONSULTANT shall approve plans and forward to City for issuance of permit. 4. Building Inspection CONSULTANT upon request of the CITY shall provide building observation services during the course of construction to enforce compliance with the conditions of approval, provisions of the CITY'S Building laws and the Code requirements set forth on the approved plans for which a permit was issued. In the performance of such duties CONSULTANT shall observe each project at the A-1 completion of the various stages of construction for compliance with the appropriate CITY and State code. 5. Other Services CONSULTANT upon request of the CITY may provide other services as requested by the CITY. A-2 EXHIBIT B SCHEDULE OF SERVICES CONSULTANT personnel will provide public counter services during City Hall hours of operation — Monday through Thursday 7:00 a.m. to 6:00 p.m. CONSULTANT personnel will provide over the counter plan review services on Tuesday and Thursday 8:00 a.m. to 11:30 a.m. and Thursday 4:00 p.m. to 6:00 p.m. CONSULTANT personnel will provide inspection services 9:00 a.m. to 5:00 p.m. Monday through Thursday and 8:00 a.m. to 12:00 p.m. Friday. CONSULTANT upon request of CITY will provide personnel to provide emergency inspection services before and after City Hall hours of operation including weekends. Lad EXHIBIT C COMPENSATION CONSULTANT shall be compensated for services listed in Exhibit "A" as follows: 1. Plan Checking 60 % of City fees. This fee is based on the City's most current fee schedule. This fee will include an initial check and two (2) rechecks. Any subsequent rechecks not based on new corrections added during either initial check or recheck will be performed at CONSULTANT'S current hourly rates. 2. Building Inspection 70 % of City fees. This fee is based on the City's most current fee schedule. Inspections for permits issued before the effective date of this agreement or inspections for which no City fee is collected will be performed at CONSULTANT'S current hourly rates. 3. Other Services Other services will be performed on a time and material basis at the CONSULTANT'S current hourly rates or an agreed upon lump sum cost not to exceed basis. 4. Hourly Rate Schedule The current hourly rates for the fiscal year 2010-11 are included on page C-2. These rates shall be reviewed and updated as necessary on an annual basis. C-1 ** Prevailing Wage Project, Use $99.00 Additional billing classifications may be added to the above listing during the year as new positions are created. Consultation in connection with litigation and court appearances will be quoted separately. The above schedule is for straight time. Overtime will be charged at 1.25 times, and Sundays and holidays, 1.70 times the standard rates. Blueprinting, reproduction, messenger services, and printing will be invoiced at cost plus fifteen percent (15%). A subconsultant management fee of fifteen percent (15%) will be added to the direct cost of all subconsultant services to provide for the cost of administration, consultation, and coordination. Valid July 1, 2010 thru June 30, 2011, thereafter, the rates may be raised once per year to the value of change of the Consumer Price Index for the Los Angeles/Orange County/Sacram area, but not more than five percent per year. C-2 Current Rates 10% Discount Director...................................................................... 180.00 - E/TY OF R05fill D 180.00 w W/LCDAN;E/VG/NEER/lVG 180.00 162.00 Supervising Plan Check Engineer ............................ - x 135.00 2070 IIF/SCAL. YE R 150.00 135.00 Plan Check Engineer ................................................ 140.00 BUILDING<1 ND 54FETY'HOURL Y RATES r ham_ 140.00 EFFECTIVE 7-1-10 THROUGH 6-30-11 Inspector of Record ................................................... ** Prevailing Wage Project, Use $99.00 Additional billing classifications may be added to the above listing during the year as new positions are created. Consultation in connection with litigation and court appearances will be quoted separately. The above schedule is for straight time. Overtime will be charged at 1.25 times, and Sundays and holidays, 1.70 times the standard rates. Blueprinting, reproduction, messenger services, and printing will be invoiced at cost plus fifteen percent (15%). A subconsultant management fee of fifteen percent (15%) will be added to the direct cost of all subconsultant services to provide for the cost of administration, consultation, and coordination. Valid July 1, 2010 thru June 30, 2011, thereafter, the rates may be raised once per year to the value of change of the Consumer Price Index for the Los Angeles/Orange County/Sacram area, but not more than five percent per year. C-2 Current Rates 10% Discount Director...................................................................... 180.00 162.00 Deputy Director......................................................... 180.00 162.00 Principal Project Manager ........................................ 180.00 162.00 Supervising Plan Check Engineer ............................ 150.00 135.00 Building Official......................................................... 150.00 135.00 Plan Check Engineer ................................................ 140.00 126.00 Deputy Building Official ............................................. 140.00 126.00 Inspector of Record ................................................... 140.00 126.00 Senior Plans Examiner ............................................. 125.00 112.50 Supervising Building Inspector .................................. 125.00 112.50 Plans Examiner......................................................... 115.00 103.50 Senior Building Inspector .......................................... 115.00 103.50 Supervisor Code Enforcement .................................. 115.00 103.50 Building Inspector ...................................... **105.00/110.00 94.50/99.00** Supervising Construction Permit Specialist .............. 105.00 94.50 Senior Construction Permit Specialist ...................... 100.00 90.00 Senior Code Enforcement Officer ............................... 95.00 85.50 Assistant Building Inspector ......................... **95.00/110.00 85.50/99.00** Code Enforcement Officer ......................:................... 80.00 72.00 Construction Permit Specialist .................................... 80.00 72.00 Assistant Construction Permit Specialist .................... 80.00 72.00 Plans Examiner Aide ................................................... 75.00 67.50 Assistant Code Enforcement Officer ........................... 70.00 63.00 ** Prevailing Wage Project, Use $99.00 Additional billing classifications may be added to the above listing during the year as new positions are created. Consultation in connection with litigation and court appearances will be quoted separately. The above schedule is for straight time. Overtime will be charged at 1.25 times, and Sundays and holidays, 1.70 times the standard rates. Blueprinting, reproduction, messenger services, and printing will be invoiced at cost plus fifteen percent (15%). A subconsultant management fee of fifteen percent (15%) will be added to the direct cost of all subconsultant services to provide for the cost of administration, consultation, and coordination. Valid July 1, 2010 thru June 30, 2011, thereafter, the rates may be raised once per year to the value of change of the Consumer Price Index for the Los Angeles/Orange County/Sacram area, but not more than five percent per year. C-2 EXHIBIT D INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self- insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000 per occurrence. D-1 Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. D-2 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is' acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or selfinsured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial D-3 additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. ME 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. D-5 Willdan Engineering Page 2 of 11 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement 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: James M. Guerra, James Donovan, Mike Airrington, and Rose Arguello. 3.2.5 City's Representative. The City hereby designates the Community Development Director, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall Client#: 6540 WILLDAN ACORD. CERTIFICATE OF LIABILITY INSURANCE DATE (MMID 10130/09DIYY) PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Dealey, Renton & AssociatesEllINSURERS —ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE ` ' 1 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR P. O. Box 10550 i-4 6–dJALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Santa Ana, CA 92711-0550714 427.6810 AFFORDING COVERAGE INSURED DEC 0 7 2008 ( INSURERA: Travelers Property Casualty Co of Am Wllldan Engineering INSURER B: Travelers Casualty Ins. Co. of Amer! 2401 E. Katella Avenue, Ste.,300 ; ------- g g V CLE_ ,°t `� ,$ ANSURERG Catlin Insurance Company, Inc. Anaheim, CA 92806 BY___- INSURERD. _ INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONSAND CONDITIONS OFSUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NSR I LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE Dq7E MMIDD POLICY EXPIRATION DATE (MMIDDIYYI LIMITS A GENERAL LIABILITY 6301158PO20 11/09/09 11109/10 EACH OCCURRENCE $1000000 FIRE DAMAGE(My one fire) $1000000 X COMM ERCIAL GENERAL LIAB ILITY CLAIMS MADE XOCCUR INDP. CONTRACTORS MED EXP (Anyone person) $10,000 PERSONAL&ADV INJURY s1000000 X CONTRACTUAL INCLUDED X BFPD XCU GENERAL AGGREGATE s2,000,000 GEN'L AGGREGATE LIM ITAPPLIES PER: PRODUCTS-COMPIOPAGG§2000000 POLICY X PRO LOC A AUTOMOBILE X LIABILITY ANYAUTO 8101158P020 11/09/09 11109/10 COMBINED SINGLE LIMIT (EdamiCem) $1,000,000 ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY $ (Per person) X X HIRED AUTOS NON -OWNED AUTOS BODILY INJURY (Per accident) $ ROPE TY AMAGE § GARAGE LIABILITY AUTO ONLY - EAACCIDENT $ OTHER THAN EA ACC $ ANY AUTO AUTO ONLY: qGG $ EXCESS LIABILITY EACH OCCURRENCE $ AGGREGATE $ OCCUR 71 CLAIMS MADE S DEDUCTIBLE $ RETENTION $ B WORKERS COMPENSATION AND UB1302P790 11/09/09 11109/10 X WC STATU- OFH- DRY LIM EMPLOYERS' LIABILITY E.L. EACHACCIDENT $1,000,000 E. L. DISEASE - EA EMPL OYEE $1,000,000 E.L. DISEASE -POLICY LIMIT $1,000,000 C OTHER Professional AED977441110 11/09/09 11/09/10 $1,000,000 per claim iability $1,000,000 annl aggr. DESCRIPTION OF OPERATIONSILOCATIONWEHICLES/EXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS General Liability policy excludes claims arising out of the performance of professional services Jobs: 6801, 6800, 6802, 6806 & 6807, Building & Safety Plan Check. - City of Rosemead is Additional Insured as respects General Liability. Primary & (See Attached Descriptions) City of Rosemead Attn: Nina Castroita 8838 E. Valley Blvd. Rosemead, CA 91770 ACORD 25-S (7197)1 of 2 #110260429 SHOULD ANYOF TH E ABOVE DESCRIBED POLICIES SE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WIKX55MM TO MAIL 3nDAYSWRITTEN NOTICE TO TH E CERTIFICATE H OLDER NAMED TOTH E LEFT XXjMX)0VXx7000MQ3=V, RLL 0 ACORD CORPORATION 198 N MAYOR: MARGARETCLARK MAYOR PRO TEM: GARY TAYLOR COUNCIL MEMBERS: SANDRA ARMENTA POLLY LOW STEVEN LY July 20, 2009 Poscmcad 8838 E. VALLEY BOULEVARD • P.O. BOX 399 ROSEMEAD, CALIFORNIA 91770 TELEPHONE (626) 569-2100 FAX (626) 307-9218 Willdan Engineering Attn: Elroy Kiepke, Vice President 13191 Crossroads Parkway North, Ste, 405 Industry, CA 91746 Dear Elroy, Letter of Agreement for NPDES Support Services for the City of Rosemead This letter shall be our Agreement regarding the NPDES Support Services described below ("Services") to be provided by Willdan Engineering ("Contractor") as an independent contractor to the City of Rosemead for the City's NPDES Support Services ("Project"). The Services to be provided include the following: Preparation of the City's Annual NPDES Annual Report in compliance with the Regional Water Quality Control Board; Staff Training in compliance with Annual Permit Requirements; Meetings with City staff; and Representation for the City of Rosemead at LA River Watershed Committee meetings. The Services to be provided are more particularly described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference. Contractor shall perform all Services under this Letter of 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, and consistent with all applicable laws. Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Compensation for the above services shall be $3,500 for preparing the City's Annual Report and at the current hourly rate(s) for the remaining project duties. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("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 Willdan Engineering — NPDES Support Services July 20, 2009 Page 2 of 3 "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor 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 Contractor's principal place of business and at the project site. Contractor 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. Contractor shall provide proof of commercial general liability and automobile insurance to the City in amounts and with policies, endorsements and conditions required by the City for the Services. If Contractor is an employer or otherwise hires one or more employees during the term of this Project, Contractor shall also provide proof of workers compensation coverage for such employees, which meets all requirements of state law. Contractor shall also provide errors and omissions professional liability insurance appropriate to its profession in an amount, with conditions and for a term acceptable to the City. I Invoices shall be submitted to the City monthly as performance of the Services progresses. City shall review and pay the approved charges on such invoices in a timely manner. The City may terminate this Letter of Agreement at any time with or without cause: If the City finds it necessary to terminate this Letter of Agreement without cause before Project completion, Contractor shall be entitled to be paid in full for those Services adequately completed prior to the notification of termination. Contractor may terminate this Letter of Agreement for cause only. Contractor warrants that the individual who has signed this Agreement has the legal power, right and authority to make this Agreement and bind the Contractor hereto. If you agree with the terms of this Letter of Agreement, please indicate by signing and dating two original agreements where indicated below and return both to the undersigned. Once the documents are fully executed, one original will be returned to you for your records. Willdan Engineering — NPDES Support Services July 20, 2009 Page 3 of 3 CITY OF ROSEMEAD Approved by: 0AA�,co," Chris Marcarello City of Rosemead Attest: p Gloria Molleda City Clerk 021)8 WFORMWurchasingNodel - Letter of Agreement - Services.dot WILLDAN ENGINEERING Reviewed and Accepted by Contractor: Signature Elroy L. Kiepke Name Vice President Title July 27, 2009 Date 'W I L L DA N your extending � NVA Engineering reach April 22, 2009 Mr. Lou LeBlanc City Engineer City of Rosemead 8838 E. Valley Blvd. Rosemead, CA 91770 Subject: Proposal for NPDES Support Services for the City of Rosemead Dear Mr. LeBlanc: Willdan Engineering is responding to your request for a letter proposal to assist the City with the completion of the 2008-2009 annual report, Staff Training and monthly meetings during the upcoming permit negotiation to exchange information on Board recommendations and City positions. The following proposal will address the preparation of the Annual Report and other services as detailed in the scope of services below. SCOPE OF SERVICES Willdan Engineering proposes to provide the following services under the terms of this proposal. Preparation of Annual Report. With the assistance of City staff, Planner and James Donovan, Willdan Engineering will complete all documents needed to complete the NPDES Permit Annual Report. The City is implementing the NPDES permit and will need to provide data for the completion of the annual report. Willdan Engineering will document the City programs with the help of City staff, prepare the needed documents to upload to the State website. This will be completed on or before September 10, 2009, if all staff submittals are received by Willdan Engineering no later than August 24, 2009. Please note that the final deadlines have not been set by the Regional Board at this time, but it is the intent to comply with the dates as set and distributed by the Regional Board. 2. Staff Training. The NPDES permit requires the annual training of staff member that are in target positions regarding the requirements of the storm water management program no later than August tat of each year. It is proposed that separate training meetings be held with the Planners, for the review of the Development Planning requirements, with the Building and Construction Inspection staff, for the review of the Development construction and the Municipal construction programs, and with the City Maintenance staff that are involved in maintaining the parks and other public facilities, for the review of the Public Agency Program. If the City wishes to train any other employee groups a presentation will be developed to meet their needs. Because we are now in the eighth year of the current permit, the training will generally be a refresher for most employees, but this training can be expanded for any group of new employees that have been hired. Meetings with Management Staff. You have also requested that the proposal include time to meet with yourself and Chris Marcarello to exchange information on the development of the new NPDES permit that will be developed during the 09-10 fiscal year. These meetings would be scheduled to meet everyone's schedule and would Engineering 1 Geotechnical I Environmental I Financial 1 Homeland Security 562.908.6200 1 800499.4484 1 lax: 562.695.2120 1 13191 Crossroads Parkway Norih, Suite 405, Industry, CA 91746-3443 1 www.willdan.com April 22, 2009 Page 2 include permit development information, City positions on various issues and can include presentation to the City Council or a City Council subcommittee. 4. Attendance at NPDES Watershed meeting as the City Representative. The NPDES permit requires that the Permittee (City) participate in the Watershed Management Committee for the watershed that the City is within. Rosemead is within the Los Angeles River Watershed. The permit requires the Watershed to meet at least 4 times per year. Because of several time critical events facing the City during the next fiscal year, it is currently expected that the meetings will be held monthly, with occasional additional meetings being necessary. Mr. Elroy Kiepke will be responsible for the above -identified services from Willdan Engineering's office in Industry, California. Mr. Kiepke has been providing general supervision for all NPDES services for all Willdan Engineering client cities in Southern California since 1990. COMPENSATION For services provided under Item 1 above, services will be provided for the lump sum amount of $3,500. For services to be provided under items 2 and 3, it is anticipated that time will be charged at the current hourly rate. For the services provided under item 4, the time will be charged at hourly rates with time split between the three cities that Mr. Kiepke represents on the Watershed Committee. Thus the net effect is that Rosemead will pay one-third of Mr. Kiepke's time to attend the Watershed meetings. To allow for the City to budget the costs, Mr. Kiepke has attached a spreadsheet with estimates of the time involved in each service. Two originals of this proposal are being submitted. If this proposal meets with your approval, please sign both originals and return one to our office. If this proposal does not cover all issues that the City may wish to address, we will be pleased to discuss the additional or reduced service levels and the appropriate adjustment of compensation. If you have any questions, please contact Mr. Elroy Kiepke at (562) 908-6278. Respectfully submitted, Approval and Authorization to Proceed By: WILLDAN ENGINEERING CITY OF ROSEMEAD Elroy'Kiepke, P.E. Vice President Signat n ^ �r G.,NI William C. Pagett, P.E. 9a 0 4 Senior Vice President Date Enclosures EK:mh 95610-09\06-130\P09-111 Education 1969, B.S, Civil Engineering, Valparaiso University, Indiana Registration 1973, CA, 022382, Civil 1986, CABO, CBO, 703 1994, ICBO Accessibility/Usability Specialist Certificate, 74013 Affiliations American Public Works Association American Society of Civil Engineers California Building Officials International Conference of Building Officials International Erosion Control Association 39 Years Experience EQI WILLDAN L� Engineering Elroy L. Kiepke, CBO, PE Vice President/City Engineer Mr. Elroy L. Kiepke presently serves as a Vice President for Willdan Engineering. He joined Willdan Engineering in July 1979 to assist in the formation of the Building and Safety Division. As the division grew, he became the Division Manager for Plan Check Services and City Engineer for some of Willdan Engineering's client cities. Mr. Kiepke began his professional career with the County of Los Angeles in June 1969. He received training in building plan check and subdivision plan check before taking permanent positions in the Subdivision Section and Building and Safety. Specific Project Experience National Pollution Discharge Elimination System For Willdan Engineering projects, Mr. Kiepke developed the policies and procedures for projects requiring State construction activity permits. The purpose is to create a partnership with the contractor to develop a Storm Drain Water Pollution Prevention Plan which best meets the needs of all parties involved with the project and complies with Clean Water Act requirements. City of Coachella, Dillon Road Grade Separation Project — Mr. Kiepke is providing NPDES services for the Dillon Road Grade Separation Project. The project involves the construction of a new bridge at Dillon Road and the existing UPRR tracks. The new structure carries Dillon Road traffic over Indio Boulevard and the UPRR's two existing tracks by means of a reinforced concrete bridge. In addition, the project involves the following specific items of work: new traffic signals, construction of approach fills for the new bridge, installation of new curbs and gutters, installation of new signing, construction of new drainage facilities, and other appurtenant work. It is anticipated to take approximately 14 months and $22 million dollars to construct the new bridge. City of San Marino, NPDES Compliance — Mr. Kiepke provides NPDES services to include advising staff in required NPDES actions, complete annual NPDES report, and attend NPDES meetings. City of Agoura Hills NPDES Permit Compliance - Mr. Kiepke, while acting as City Engineer for the City, was responsible for attending meetings, reviewing and proposing Ordinances, preparing reports, and communicating with the community to maintain the Cities NPDES compliance efforts. This activity went from the issuance of the early permit in 1990 through August 1997. Mr. Kiepke has worked extensively with the City on compliance with NPDES permit for separate storm sewer systems. He has been instrumental in preparing ordinances for improving management practices for projects which discharge to the storm drain. On behalf of the City, he attended meetings and attended seminars to gain a better understanding of how to better shape the program's goals. Cities of Rosemead, Paramount, and Bell Gardens NPDES Permit Compliance - Mr. Kiepke due to his familiarity and availability, took over the permit programs for the above cities in October 1997, and continues his efforts in this area. This includes preparation of the Site Visit database for each city budget report preparation and Elroy L. Kiepke, CBO, PE Continued WILLDAN L)VAA Engineering attendance at Watershed meetings representing the cities. Mr. Kiepke has also conducted training classes for more than 150 City personnel as required by the Permit. Cities of Calimesa, and La Canada Flintridge - Mr. Kiepke as part of the City Engineering responsibility, administered the NPDES Programs for these cities. The Calimesa assignment involved review of the Riverside County permit. F2-1 N O m N {O C 7 T R f O 7. m N D n Q 0 f u u a m ; LL y Z o O C � m c � m H m QN m 0 m m a 4 0 z m o o U W N N Yl O � 0 0 N m w m 4 a Ql m tD N N 4 9 � C O C N c m y u � v N 0 Y V m U N O. m F c v i0 N E ¢ W O Z u aEi 2u 0 CITY OF ROSEMEAD PROFESSIONAL SERVICES AGREEMENT PARTIES AND DATE. This Agreement is made and entered into this day of 20_ by and between the City of Rosemead: a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City') and Willdan Engineering a Corporation with its principal place of business at 13191 Crossroads Parkway North, Suite 405, Industry, CA 91746-3443 ("Consultant'). City and Consultant are sometimes individually referred to herein as `Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required. by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing consulting services for geotechnical investigation and pavement analysis 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 Residential Roadway Resurfacing project ("Project") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3. 1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional geotechnical 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 December 18, 2008 to January 18, 2009 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. Willdan Engineering Page 2 of 11 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement 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: Project Engineer and Consultant. 3.2.5 City's Representative. The City hereby designates Project Engineer, 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. • Willdan Engineering Page 3 of 11 0 3.2.6 Consultant's Representative. Consultant hereby designates 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/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement: 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub -consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, 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 Willdan Engineering Page 4 of 11 with such laws, rules or regulations. 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Architect shall maintain priorto the beginning of and for the direction of this Agreement insurance coverage as specified in Exhibit D attached to and part of this agreement. 3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit C attached hereto and incorporated herein by reference. The total compensation shall not exceed fifteen thousands nine hundred seventy dollars ($15,970.00) without advance written approval of the city manager's project manager. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 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 0 0 Willdan Engineering Page 5 of 11 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 California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("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 S1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. 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. 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. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in • 0 Willdan Engineering Page 6 of 11 connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this 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: Willdan Engineering 13191 Crossroads Parkway North, Suite 405 Industry, CA 91746-3443 Attn: William C. Pagett, P.E. CITY: City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Lucien J. LeBlanc, P.E.-City Engineer Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically orotherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals s 0 Willdan Engineering Page 7 of 11 other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. To the fullest extent permitted bylaw, Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or relating to any negligence, errors or omissions, recklessness, or willful misconduct of Contractor, its officials, officers, employees, agents, consultants, arid contractors arising out of or in connection with the performance of the Contractor's Services, including without limitation the payment of all consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents, or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to 0 0 Willdan Engineering Page 8 of 11 insurance proceeds, if any, received by the City, its directors, official's officers, employees, agents, or volunteers. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. _ City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 0 Willdan Engineering Page 9 of 11 is 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicitor 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. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 0 Willdan Engineering Page 10 of 11 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next page] i Willdan Engineering Page 11 of 11 CITY Manager Attest: Gloria Mol eda City Clerk Approved as to Form: Duos Documentl U' [INSERT NAME OF CON ULTANT] By: n/ Name: Is n— G In - Title: C-.0 [If Corporation; TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Title: it d• �Gr,e4-,,,/ 0 0 EXHIBIT A SCOPE OF SERVICES See attached A-1 11 NA/WILLDAN I yourxteng edin Engineering reach December 2, 2008 Mr. Rafael Fajardo Associate Civil Engineer City of Rosemead 8838 East Valley Boulevard Rosemead, CA 91770 Subject: Proposal for Professional Geotechnical Services -Resurfacing CIP's Dear Mr. Fajardo: Willdan Engineering appreciates the opportunity to offer this proposal to provide professional engineering and consulting services for geotechnical investigation and analysis for the City's Capital Improvement Projects for resurfacing. The services needed by the City of Rosemead include coring, sampling and testing of pavements and subsurface materials and analysis of these results and determinations of structural conditions based on visual assessment by a highly experienced pavement engineer to provide a recommendation for overlay on each street listed in the City's Request for Proposals (RFP). Willdan performs the services outlined in the City's RFP on over 300 projects in the past, and these were under the supervision of the professional materials/pavement engineer assigned as project manager for Willdan's services on this project. He is assisted by our registered geotechnical engineer, who will manage the resources and manpowerfor coring, sampling and testing. A description of our firm and the names and qualifications of our key personnel are attached, along with a list of contacts from previous projects. SCOPE OF WORK Pavement Engineering On the first field review, our pavement engineer will note specific pavement conditions, especially potential reconstruction areas and special problems that may require a form of pretreatment prior to overlay. Core locations will also be selected and marked, after which the following items will proceed. Cracking conditions in general will be carefully assessed and a photographic record will be made for continuing reference of both the nominal and failed conditions. Engineering I Geoleennicai I Environni I Financiai I Homelanc Secunty 562.908.6200 1 800.499,4484 1 tag: 562.6952120 1 13191 Crossroads Parkway Norlh, Suite 405, Industry, CA 91746-3443 1 www.willdan.mr, 0 December 2, 2008 Page 2 E 2. Coordinate pavement sampling and testing, depths of investigation, samples to be obtained and tests to be performed. Coring of existing pavement, base material and subgrade will be performed at 29 locations with thicknesses of base, original pavement, overlays and existence of fabric or other interlayers recorded, plus moisture content of subgrade. Ten R -values will be provided. Locations of cores and R -values will be distributed overthe length and between lanes as appropriate to provide the apparent pavement construction history based on pavement engineer's observations. Moisture content of subgrade soil will be tested and soil type recorded at all core locations. (As applicable USA will be notified prior to start of any work that may impact any utilities.) Perform repairs of core locations as agreed with City. Perform a review of test data to ascertain potential problems with specific strategies, such as geometric constraints, potential reconstruction, thin pavement sections, fabric interlayers affecting cold milling, special base materials, etc. 4. Evaluate strategies and special conditions for resurfacing that will alleviate difficult circumstances on specific segments, and estimate the quantity of removals for each strategy. 5. Calculate overlay thickness requirements based on Asphalt Institute method, after reconstruction repair areas are eliminated from consideration, and present to City the viable strategies recommended as alternatives for pavement rehabilitation, using value engineering spreadsheets with detailed cost breakdowns for each strategy alternate including comparisons based on projected life spans. 6. Calculate reconstruction structural sections for repairs areas of reconstruction and for the widening areas using Caltrans Highway Design Manual. 7. Based on rehabilitation strategies agreed to by the City, special conditions, unique engineering design elements, and constructability considerations, incorporate determinations into a brief pavement report, including a summary of findings and recommendations and all test data, fully defining the design sections of the pavements. Provide five copies of the draft pavement report for review by City staff, revise as appropriate and provide five copies of the final report. Provide a review of pavement materials documentation during construction at no cost to the City. December 2, 2008 Page 3 FEE Willdan proposes to provide the above scope of services for a fixed fee of $15,970. Extra work will be charged based on our hourly rate schedule enclosed. Thank you for giving us the opportunity to assist the City of Rosmead. Should you have any questions, please contact Mr. Tom Kirk at (714) 978-8228 or myself at (562) 908-6262. Respectfully submitted, WILLDAN ENGINEERING Adel M. Freij, P.E. Vice President Enclosures TK:mh 95610-08106-155TOB-281 William C. Pagett, P.E. Senior Vice President Firm Background About Willdan Willdan Group, Inc. (Willdan) is a nationwide firm serving more than 800 public agencies and private sector clients. We provide engineering, management, and consultant services that ensure the quality, Willdan's Services value, and security of our nation's infrastructure, systems, facilities, and environment. The firm has been a consistent Transportation Engineering industry leader in providing all aspects of municipal and infrastructure engineering, public works contracting, public Traffic Engineering financing, planning, building and safety, construction City/TownEngineering management, and homeland security services. Currently we are Building and Safety ranked 154 on the Engineering News Record list of the Top 500 Community Development, Engineering firms. Planning, and Review Construction Inspection Comprehensive Solutions. Integrated Approach. and Support Founded in 1964 and headquartered in Anaheim, California, PrograMantruction Managgemenement Willdan was originally established as a civil engineering firm Assessment Engineering specializing in providing solutions for our public agency clients. Since that time we have evolved into a professional consulting Planning/NEPF✓CEOAEIR firm offering a broad array of services that allow us to provide a Water and Wastewater comprehensive and integrated approach to our clients' planning, Engineering engineering, financial, economic, public facility, and public safety Flood Control and Drainage challenges. Today, Willdan has over 600 employees operating Structural out of more than 20 offices located throughout California, as well Engineering/Bridge Design as in Arizona, Nevada, Utah, Colorado, Florida, Maryland, North Neighborhood Carolina, Tennessee, and Wisconsin. Preservationrlmprovement Park Design, Landscape Distinctive Strengths. United Goals. Architecture, and Irrigation Rail Transportation Willdan's operating divisions offer services in three segments to Services serve the needs of cities, counties, and special districts, as well Surveying as state and federal agencies. Code Enforcement Engineering Services Willdan Engineering offers a full complement of engineering services including city and special district engineering, civil and structural, building and safety, water and wastewater, and traffic and transportation; as well as landscape architecture, public works and infrastructure design, construction management, and municipal planning services. Serving clients throughout California and the western United States, Willdan Engineering specializes in solutions tailored to the unique needs of municipalities and other local government agencies. Services range from full-time, in- house staffing to interim or part-time assistance on a project -by -project basis. KEY PERSONNEL Mr. Tom Kirk, PE, Pavement Engineer, has provided pavement engineering services during his tenure at Willdan Engineering for the past 28 years. Mr. Kirk will have the key role in managing and directing field work and testing and establishing and finalizing the structural upgrade methods and will prepare the pavement report, based on his field reviews. He will ensure that proper reconstruction of selected areas are performed for a good cost-effective balance between reconstructive repairs and overlay thickness to yield the optimal lifespan of the pavement. His continuous involvement in pavement management systems and pavement rehabilitation design keeps him up-to-date with all of the latest developments in the industry. He will provide consultation with City staff to make the final determination types of strategies and pretreatments. He will be supported by our Willdan Geotechnical staff to provide coring sampling and testing as on numerous similar previous projects. Mr. Ross Khiabani, PE, GE, Geotechnical Engineer, Mr. Khiabani has 30 years of professional experience in performing diversified geotechnical assignments involving soil mechanics and foundation engineering, soil stabilization, landslide analysis and stabilization, settlement evaluations, liquefaction studies, temporaryand permanent slope stability analyses, laboratory testing. Mr. Khiabani's technical team will provide core sampling and laboratory testing of soils and aggregate bases, and any special consultation on soils dynamics. CLIENT LIST CLIENT: CITY OF PARAMOUNT 16400 Colorado Avenue, Paramount, CA 90723-5012 CONTACT: Mr. Christopher S. Cash, Public Works Director, (562) 220-2020 CLIENT: CITY OF LAKEWOOD 5050 Clark Avenue, Lakewood, CA 90712 CONTACT: Ms. Lisa Rapp, Director of Public Works/City Engineer, (562) 866-9771 CLIENT: CITY OF RANCHO PALOS VERDES 30940 Hawthorne Boulevard, Rancho Palos Verdes, CA 90275 CONTACT: Ms. Bindu Vaish, Assistant Engineer, (310) 544-5254 CLIENT: CITY OF SOUTH GATE 8650 California Avenue, South Gate, CA 90280 CONTACT: Mr. Robert Dickey, Director of Public Works, (323) 357-9567 0 0 City of Indian Wells, Cook Street Resurfacing Project, Mr. Kirk provided full project management, engineering and pavement engineering services to prepare the pavement study and develop the structural sections, and design plans, specifications and estimates for this project. This arterial project had major limiting constraints of high traffic and existing medians that restricted the overlay thickness. A very challenging design was involved due to the severely deteriorated pavement. Mr. Kirk also prepared the special provisions for pavement materials and typical sections for their application. City of Rancho Santa Margarita, 2007-2008 Annual Resurfacing Project. Mr. Kirk provided full project management, engineering and pavement engineering services to prepare the pavement study and develop the structural sections, and design plans, specifications and estimates for this project. City of Rancho Palos Verdes, Pavement Rehabilitation of Local Streets 2006 — Mr. Kirk was the pavement engineer for all of this S1.2 million. Rancho Palos Verdes project. He performed all of the network analyses, geotechnical investigation and designed the pavement sections, along with identifying repairs and preparing special provisions and contract proofing. Thomas P. Kirk, PE Senior Engineer Mr. Thomas P. Kirk, PE, As a Senior Engineer for Willdan, Mr. Thomas P. Kirk's responsibilities include pavement management systems, pavement engineering design Education and pavement construction engineering services. His pavement engineering has been University of California, coupled with construction and materials engineering duties on over 300 overlay projects, Los Angeles Bachelor of Science, Civil a large portion them utilizing the latest state of the art materials to eliminate reconstruction Engineering costs. His experience in pavement management systems and pavement design and Specialty in Construction construction spans 23 years. He is continuously involved in design of roadway projects Engineering Civil and pavement testing. Structures Graduate Study in Relevant Project Experience Computer Information Systems Computer Programming City of Lawndale, 149th Street Improvement Project - Mr. Kirk was the Pavement Certificate Engineer of this project which involved providing professional engineering design services for the preparation of plans, specifications and estimate for the 149th Street improvement Registration plans between Larch Avenue and Prairie Avenue. The scope of work included pavement RCE, California, No. engineering, utility coordination, topographic survey, and the specialty of an arborist. 31843 City of Lawndale, Condon Avenue, 163rd and 164th Street Improvement Project — Mr. Kirk was the Pavement Engineer of this project which involved providing professional Affiliations engineering design services for the preparation of plans, specifications and estimate for American Public works Condon Avenue between Marine Avenue and 170th Street; 163rd Street between Prairie Association Avenue and the 405 Freeway and 164th Street between Prairie Avenue and Freeman Asphalt Road Recyclers Avenue. Other scope of work included, pavement engineering, utility coordination, Association Street Superintendents topographic survey, and the specialty of an arborist. and Maintenance Association Cit of Lawndale, 168th and 170th Street Improvement Project — Mr. Kirk was the y P 1 Pavement Engineer of this project which involved providing professional engineering design services for the preparation of plans, specifications and estimate for 168th Street between Hawthorne Boulevard and West 167th Street and the second roadway is 170th 28 Years Experience Street between Hawthorne Boulevard and 169th. Additional engineering services included pavement engineering, utility coordination, topographic survey, and the specialty of an arborist. City of Indian Wells, Cook Street Resurfacing Project, Mr. Kirk provided full project management, engineering and pavement engineering services to prepare the pavement study and develop the structural sections, and design plans, specifications and estimates for this project. This arterial project had major limiting constraints of high traffic and existing medians that restricted the overlay thickness. A very challenging design was involved due to the severely deteriorated pavement. Mr. Kirk also prepared the special provisions for pavement materials and typical sections for their application. City of Rancho Santa Margarita, 2007-2008 Annual Resurfacing Project. Mr. Kirk provided full project management, engineering and pavement engineering services to prepare the pavement study and develop the structural sections, and design plans, specifications and estimates for this project. City of Rancho Palos Verdes, Pavement Rehabilitation of Local Streets 2006 — Mr. Kirk was the pavement engineer for all of this S1.2 million. Rancho Palos Verdes project. He performed all of the network analyses, geotechnical investigation and designed the pavement sections, along with identifying repairs and preparing special provisions and contract proofing. 0 0 Thomas P. Kirk, City of Rolling Hills Estates, Pavement Rehabilitation Projects — Mr. Kirk was the P, E. Pavement Engineer for all of the Rolling Hills Estates projects listed in the related Continued experience in this proposal. He assisted in project selection in conjunction with preparation of the City's PMS updates since 1994, and designed the pavement sections, along with identifying repairs and preparing special provisions and contract proofing. He also performed materials engineering on all of the projects that included construction management. City of Paramount, Local Street Improvements PY 2008 — Mr. Kirk was the Pavement Engineer for this project, and all of the roadway rehabilitation projects listed in this proposal as related experience. This involved pavement design, identifying repairs, preparing plans and specifications and providing construction engineering for the resurfacing and concrete repairs on various City streets. City of Carson, 223rd Street Improvements — Mr. Kirk was the Phase Manager for pavement engineering services of this project which involved the preparation of plans, specifications, and cost estimate (PS&E) for the 223rd Street Improvements, Lucerne Street to Alameda Street Project No. 1003. Services included developing a landscape master plan to create an identity for Auto Row, and preparation of plans and specifications, street widening and rehabilitation, landscape medians, signing and striping and traffic control. City of Downey, Paramount Boulevard Pavement Rehabilitation — Mr. Kirk was the Phase Managerfor pavement engineering for this project which involved the provision of professional services for engineering design, pavement engineering design, signing and striping design, utility coordination, and preparation of bid documents for the Paramount Boulevard Pavement Rehabilitation Project. City of South Gate, Otis Street Rehabilitation Design (2006) - Provided deflection testing, pavement report, pavement rehabilitation design, utility coordination, and preparation of bid documents for this major arterial from City limit to City Limit (1.9 miles). Included installation of interconnect and new street light system. City of Pico Rivera, Paramount Boulevard Rehabilitation Project — Mr. Kirk is the Phase Manager of this project which involves the provision of professional engineering services including preliminary engineering, survey, and design preparation of plans and specifications for the Paramount Boulevard Rehabilitation Project. The roadway width of Paramount Boulevard within the project limits of Washington Boulevard to Gallatin Road varies from 58 feet to 72 feet wide. The services for this project include civil design, traffic engineering, survey, utility coordination, and preparation of technical specifications for the project. 0 • ROSS Kfiliabani, PE, GE President `Jvllldan Geoternrical SR -91 Auxiliary Lane PSR, Orange, California. Project Director for geotechnical study to provide a preliminary assessment of the potential geologic, soils, and seismic impacts that could potentially effect the design of the Mr. Ross Khiabani has 30 years of professional experience in performing diversified geotechnical assignments involving soil mechanics and foundation engineering, soil Education stabilization, landslide analysis and stabilization, settlement evaluations, liquefaction 1981, M.S., Geotechnical studies, temporary and permanent slope stability analyses, laboratory testing, and Engineering, onshore and offshore exploration. His familiarity with seismic -related geotechnical Long Beach State computer programs has enabled efficient slope stability, liquefaction, and site -response University, California analyses. Mr. Khiabani has over ten years of project management experience managing 1973, B.S., Geology projects with budgets ranging from $10,000 to over a million dollars. Pahlavi University, Iran During the past 20 years with Leighton & Associates, Mr. Khiabani has been actively Registration involved in technical and management positions of numerous geotechnical projects Professional Civil involving major landslides, analyses, mitigation, compressibility and collapse potential Engineer, California No. identification and mitigation measures, lateral earth pressures and strengths identification, 37156 laterally loaded pilestwalls under temporary and permanent conditions, and soil dynamics, Professional Geotechnical such as liquefaction and slope stability analysis and mitigation methods. As a project Engineer, California manager, Mr. Khiabani has had close communication with local, city, county, and state No. 2202 reviewers and is familiar with governing codes and requirements. Professional Civil Engineer, Nevada No. Relevant Project Experience 11256 Professional Civil City of Manhattan Beach, Design Services for Peck Avenue — Mr. Khiabani was the Engineer, Arizona No. Phase Manager of this project, responsible for laboratory testing. The project involved 27068 providing professional services for engineering design, pavement engineering design, utility coordination, and preparation of bid documents for resurfacing of Peck Avenue from Affiliations Manhattan Beach Boulevard to Artesia Boulevard. The Society of American Military Engineers City of Paramount, 6820 San Luis Street Improvements— Mr. Khiabani was the Phase American Society of Civil Manager responsible for the geotechnical portion of this project. The project involved Engineers, Geotechnical providing professional engineering design services for the preparations of precise grading Group plans, erosion control plans, technical specifications, estimates for the offsite grading and Consulting Engineers and drainage improvements at 6820 San Luis Street, including topographic survey. Land Surveyors of California City of Paramount, 16324 Hunsaker Improvements — Mr. Khiabani was the Phase Geotechnical Engineers Manager responsible for the geotechnical portion of this project. The project involved Association providing professional engineering design services for the preparations of precise grading American Public Works plans, erosion control plans, technical specifications, estimates for the offsite grading and Association drainage improvements at 16324 Hunsaker, including topographic survey. Council of Civil Engineers and Land Surveyors City of Carson, 223rd Street Improvements — Mr. Khobani was the Phase Managerfor geotechnical services of this project which involved the preparation of plans, specifications, and cost estimate (PS&E) for the 223rd Street Improvements; Lucerne 30 Years Experience Street to Alameda Street Project No, 1003. Services included developing a landscape master plan to create an identity for Auto Row, and preparation of plans and specifications, street widening and rehabilitation, landscape medians, signing and striping and traffic control. SR -91 Auxiliary Lane PSR, Orange, California. Project Director for geotechnical study to provide a preliminary assessment of the potential geologic, soils, and seismic impacts that could potentially effect the design of the 0 0 Ross Khiabani, PE, proposed freeway widening. The resulting report will establish structural foundation GE requirements for the construction cost estimate. Continued Jeffrey Road Grade Separation, Irvine, California. Project Manager for the design of railroad under -crossing. Provided recommendations for the grade separation structures and underpass. Among the geotechnical issues studied were those related to compressibility of near -surface soil deposits and potentially liquefiable soils. Included were foundation recommendations to mitigate the potential impact of liquefaction to the proposed structures. Eastern Transportation Corridor, Orange County, California. Project Manager for the design and construction services for the ETC design/build contract. Services consisted of performing supplemental investigations, testing, and preparation of material and foundation reports. The services continued during construction with Leighton providing observation and testing of construction activities, consisting of remedial measures and embankment construction and other improvements. FAA Communication Tower, Lebec, California. Project Manager and Project Engineer for subsurface drilling and sampling, laboratory testing, and development of foundation recommendations. Core samples were collected for ROD classification and laboratory unconfined testing. Caisson foundations were designed to resist the governing over -turning forces of the proposed communication tower. Foothill Transportation Corridor - South, Orange County, California. Project Manager for extensive geological study of two alternative alignments for the Foothill Transportation Corridor -South. The purpose of this study was to identify and characterize the major geological features and provide professional opinion to assist in selection of the preferred roadway alignment. Foothill Transportation Corridor- South, Orange County, California. Project Manager for performing a preliminary geotechnical study for the preferred alignment. This study consisted of extensive subsurface investigation program and laboratory testing to characterize the subsurface soils condition, identify geotechnical issues, provide preliminary recommendations for stabilizing the natural and cut;slopes, and design of the embankment and bridge foundations. Measure "A," SR -91 Improvements, Riverside, California. Project Manager for final geotechnical design for the widening of SR -91 for the Riverside County Transportation Commission. The program included 8 over/undercrossings, separation bridges, HOV lanes, auxiliary lanes with retaining walls, sound walls, drainage culverts, and sign relocations. Moulton/La Paz Interchange, Orange County, California. Project Reviewer. Geotechnical aspects of the project were reviewed at different stages of field investigation, laboratory testing, analysis, and final report preparation. The emphasis of review was to provide quality control and technical input and ensure compliance to project specifications and Caltrans requirements. Pacific Coast Highway, Newport Beach, Califomia. Project Engineer for the widening of PCH associated with the Pelican Hill Golf Course development. The responsibilities included subsurface investigation within proposed widening areas and provide geotechnical recommendations in accordance with approved guidelines by County of Orange and Caltrans. • i EXHIBIT B SCHEDULE OF SERVICES NA ME 0 0 EXHIBIT C COMPENSATION See Attached C-1 0 0 WILLDAN ENGINEERING Schedule of Hourly Rates ENGINEERING Principal Engineer ....................................................$200.00 Manager..........................................................180.00 Group Manager..........................................................180.00 Principal City Engineer.............................................................180.00 Project Manager ........................................................180.00 Program Manager ......................................................180.00 Supervising Engineer .................................................160.00 -.130.00 Senior Engineer.........................................................145.00 Senior Design Manager.............................................145.00 ..............95.00 Design Manager ........................................................135.00 Associate Engineer ....................................................135.00 Senior Designer.........................................................130.00 Senior Design Engineer 11 ..........................................130.00 Senior Design Engineer 1 ...........................................125.00 ...............105.00 Designer II.................................................................120.00 DesignerI..................................................................115.00 Design Engineer II .....................................................120.00 Design Engineer I ......................................................115.00 Senior Drafter............................................................110.00 Drafter 11.....................................................................100.00 Drafter1........................................................................95.00 Technical Aide.............................................................85.00 CONSTRUCTION MANAGEMENT Group Manager..........................................................180.00 Manager..........................................................180.00 Project Manager ...............................................:........180.00 Principal Senior Construction Manager....................................155.00 Construction Manager...............................................145.00 Assistant Construction Manager................................120.00 Utility Coordinator ......................................................125.00 -.130.00 Labor Compliance Manager ......................................120.00 Labor Compliance Specialist.. ..................... ..............95.00 INSPECTION SERVICES Supervising Public Works Observer..........................120.00 Senior Public Works Observer.............................110.00 Public Works Observer..............................."100.00/110.00 Assistant Public Works Observer .......... -.. "100.001110.00 SURVEYING Group Manager..........................................................180.00 Manager..........................................................180.00 Supervisor - Survey & Mapping .................................155.00 Principal Senior Survey Analyst................................................130.00 Senior Calculator .......................................................120.00 Calculator 11................................................................110.00 Calculator 1.................................................................100.00 -.130.00 Survey Analyst 11 ........................................................115.00 Survey Analyst I.........................................................100.00 Survey Party Chief .....................................................115.00 Field Party (One) .......................................................180.00 Field Party (Two) .......................................................235.00 Field Party (Three) .....................................................295.00 LANDSCAPE ARCHITECTURE GroupManager..........................................................180.00 Principal Landscape Architect....................................150.00 Senior Landscape Architect.......................................125.00 Associate Landscape Architect..................................115.00 Assistant Landscape Architect ..................................100.00 BUILDING AND SAFETY Group Manager..........................................................180.00 Manager..........................................................180.00 Supervising Plan Check Engineer.............................150.00 Principal Building Official..........................................................150.00 Plan Check Engineer .................................................140.00 Deputy Building Official..............................................140.00 Inspector of Record ...................................................140.00 -.130.00 Senior Plans Examiner..............................................125.00 Supervising Building Inspector...................................125.00 Plans Examiner..........................................................115.00 Senior Building Inspector...........................................115.00 Supervisor Code Enforcement...................................115.00 Building Inspector......................................."105.00/110.00 Supervising Construction Permit Specialist ...............105.00 Senior Construction Permit Specialist ........................100.00 Senior Code Enforcement Officer................................95.00 Assistant Building Inspector .........................."95.00/110.00 Code Enforcement Officer...........................................80.00 Construction Permit Specialist.....................................80.00 Assistant Construction Permit Specialist .....................85.00 Plans Examiner Aide....................................................75.00 Assistant Code Enforcement Officer ...........................70.00 PLANNING Group Manager..........................................................180.00 Principal Planner ........................................................150.00 Principal Community Development Planner ..............150.0b Senior Planner...........................................................130.00 Senior Community Development Planner ............... -.130.00 Associate Planner ......................................................115.00 Associate Community Development Planner ............115.00 Assistant Community Development Planner .............105.00 Assistant Planner .......................................................105.00 Planning Technician .....................................................85.00 Community Development Technician ..........................85.00 ADMINISTRATIVE Computer Data Entry ...................................................65.00 Clerical.........................................................................65.00 Word Processing .........................................................65.00 Personal Computer Time.............................................30.00 Mileage reimbursement will be charged at the current Federal guideline rate at the time of billing. Vehicles will be charged at a monthly rate of $500.00. Prevailina Wade Proiect. Use $110.00 Additional billing classifications maybe added to the above listing during the year as new positions are created. Consultation in connection with litigation and court appearances will be quoted separately. The above schedule is for straight time. Overtime will be charged at 1.25 times, and Sundays and holidays, 1.70 times the standard rates. Blueprinting, reproduction, messenger services, and printing will be invoiced at cost plus fifteen percent (15%). A subconsultant management fee of fifteen percent (15%) will be added to the direct cost of all suboonsultant services to provide for the cost of administration, consultation, and coordination. Valid July 1, 2008 thru June 30, 2009, thereafter, the rates may be raised once per year to the value of change of the Consumer Price Index for the Los AngelesrOrange County area, but not more than five percent per year. 0 • EXHIBIT D INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limas set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence, $2,000,000 general aggregate. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000.00 per occurrence. D-1 • �J Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- or betterand a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise.. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. D-2 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage, 10 days notice if cancellation is due to non- payment of premium. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that tailure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deducfible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. D-3 0 0 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20.The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or o •' Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. D-5 MAYOR: JOHN TRAN MAYOR PRO TEM: JOHN NUNEZ COUNCILMEMBERS: MARGARET CLARK POLLY LOW GARY A. TAYLOR January 6, 2009 Pos,,e cad 8838 E. VALLEY BOULEVARD • P.O. BOX 399 ROSEMEAD, CALIFORNIA 91770 TELEPHONE (626) 569-2100 FAX (626) 307-9218 ATTN: William C. Pagett, RE Willdan Engineering 13191 crossroads Parkway North, Suite 405 Industry, CA 91746-3443 Dear Mr. Pagett, Enclosed, is a copy of the agreement for professional services agreement that was executed by the City Of Rosemead. We look forward in working with you, if you have any question please feel free to contact the City Clerk's office at (626) 569-2177. Sincerely, Gloria Molleda City Clerk Ericka Hernandez Assistant to the City Clerk 0 0 ✓/MAYOR: 0 JOHN ^r 1� MAYORR PRTEM: JOHN NUNENEZ ®\\•yam COUNCILMEMBERS: MARGARETCI-ARK Q POLLY LOW GARY A. TAYLOR MCogpOgp�o"'q August 4, 2008 E 8838 E. VALLEY BOULEVARD • P.O. BOX 399 ROSEMEAD, CALIFORNIA 91770 TELEPHONE (626) 569-2100 FAX (626) 307-9218 Willdan Attn: Elroy Kiepke 13191 Crossroads Parkway North, Suite 405 Industry, CA 91746 Dear Elroy: Letter of Agreement for NPDES Support Services and Preparation of 2007-08 Annual Report This letter shall be our Agreement regarding the professional engineering services described below ("Services") to be provided by Willdan ("Contractor") as an independent contractor to the City of Rosemead for the City's 2007-08 NPDES Annual Report ("Project"). Acceptance and execution of this letter shall serve as the Notice to Proceed for this project as described in the City's On -.Call Professional Engineering Services Agreement with Willdan. The Services to be provided include the following: Provide the City with professional engineering services related to the coordination of the City's 2007-08 NPDES permit annual report. Services will also include explanation of report requirements to the Rosemead City Engineer. Such services, including project deadlines and further details are more particularly described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference. Contractor shall perform all Services under this Letter of Agreement in a skillful and competent manner, consistent with the standards generally recognized as being- employed eingemployed by professionals in the same discipline in the State of California, and consistent with all applicable laws. Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Compensation for the above services shall be based on the actual amount of time spent in adequately performing the Services, and shall be billed at the hourly rate(s) of $ [insert rates for each type of employee to be used]. However, unless expressly agreed to in writing in advance by the City, the cost to the City for the Services shall not exceed $2,500. Willdan ® • August 4, 2008 Page 2 of 3 Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ('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, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor 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 Contractor's principal place of business and at the project site. Contractor 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. Contractor shall provide proof of commercial general liability and automobile insurance to the City in amounts and with policies, endorsements and conditions required by the City for the Services. If Contractor is an employer or otherwise hires one or more employees during the term of this Project, Contractor shall also provide proof of workers compensation coverage for such employees, which meets all requirements of state law. Contractor shall also provide errors and omissions professional liability insurance appropriate to its profession in an amount, with conditions and for a term acceptable to the City. Invoices shall be submitted to the City monthly as performance of the Services progresses. City shall review and pay the approved charges on such invoices in a timely manner. Services on the Project shall begin immediately and be completed by September 2, 2008, unless extended by the City in writing. The City may terminate this Letter of Agreement at any time with or without cause. If the City finds it necessary to terminate this Letter of Agreement without cause before Project completion, Contractor shall be entitled to be paid in full for those Services adequately completed prior to the notification of termination. Contractor may terminate this Letter of Agreement for cause only. Contractor warrants that the individual who has signed this Agreement has the legal power, right and authority to make this Agreement and bind the Contractor hereto. If you agree with the terms of this Letter of Agreement, please indicate by signing and dating two original agreements where indicated below and return both to the undersigned. Once the documents are fully executed, one original will be returned to you for your records. i►.►mtsFr. August 4, 2008 Page 3 of 3 CITY OF ROSEMEAD Approved by: C s arcarello Deputy Public Works Director Attest: Iona '1,1'ld0a'U City Clerk 0 WILLDAN Engineering Reviewed and Accepted by Contractor: ,L // Signat re Elroy Kiepke Name Vice President Title M To IP • WILLDAN ENGINEERING• Schedule of Hourly Rates Effective July 1, 2008 to June 30, 2009 ENGINEERING Principal Engineer ................................................... $200.00 Group Manager......................................................... 180.00 CityEngineer............................................................ 180.00 Project Manager....................................................... 180.00 Program Manager .....................................................180.00 Supervising Engineer................................................160.00 125.00 Senior Engineer........................................................ 145.00 Senior Design Manager............................................145.00 95.00 Design Manager .......................................................135.00 115.00 Associate Engineer ...................................................135.00 Senior Designer ........................................................130.00 235.00 Senior Design Engineer 11 .........................................130.00 **105.00/110.00 Senior Design Engineer 1 ..........................................125.00 ..............105.00 DesignerII ................................................ :............... 120.00 DesignerI................................................................. 115.00 Design Engineer II .................................................... 120.00 Design Engineer I ..................................................... 115.00 SeniorDrafter........................................................... 110.00. Drafter11...................................................................100.00 Drafter1.......................................................................95.00 Technical Aide............................................................ 85.00 CONSTRUCTION MANAGEMENT GroupManager.........................................................180.00 120.00 Project Manager .......................................................180.00 155.00 Senior Construction Manager...................................155.00 **100.00/110.00 Construction Manager ..............................................145.00 **100.00/110.00 Assistant Construction Manager...............................120.00 Utility Coordinator..................................................... 125.00 Labor Compliance Manager ..................................... 120.00 Labor Compliance Specialist ...................................... 95.00 INSPECTION SERVICES Supervising Public Works Observer ......................... 120.00 Senior Public Works Observer.............................110.00 155.00 Public Works Observer .............................. **100.00/110.00 Assistant Public Works Observer ............. **100.00/110.00 SURVEYING Group Manager.........................................................180.00 Supervisor - Survey & Mapping ................................ 155.00 Senior Survey Analyst...............................................130.00 Senior Calculator ......................................................120.00 Calculator 11...............................................:...............110.00 Calculator I................................................................100.00 Survey Analyst II .......................................................115.00 115.00 Survey Analyst I ........................................................ 100.00 Survey Party Chief .................................................... 115.00 Field Party (One) ..............................................180.00 Field Party (Two) ...................................................... 235.00 Field Parry (Three)....................................................295.00 **105.00/110.00 LANDSCAPE ARCHITECTURE Group Manager.........................................................180.00 Principal Landscape Architect...................................150.00 Senior Landscape Architect......................................125.00 Associate Landscape Architect.................................115.00 Assistant Landscape Architect .................................100.00 BUILDING AND SAFETY Group Manager.........................................................180.00 Supervising Plan Check Engineer............................150.00 Building Official.................................................:.......150.00 Plan Check Engineer................................................140.00 Deputy Building Official.............................................140.00 Inspector of Record ...................................................140.00 Senior Plans Examiner .............................................125.00 115.00 Supervising Building Inspector..................................125.00 Plans Examiner.........................................................115.00 Senior Building Inspector..........................................115.00 Supervisor Code Enforcement..................................115.00 Building Inspector ...................................... **105.00/110.00 Supervising Construction Permit Specialist ..............105.00 Senior Construction Permit Specialist .......................100.00 Senior Code Enforcement Officer...............................95.00 Assistant Building Inspector ......................... **95.00/110.00 Code Enforcement Officer..........................................80.00 Construction Permit Specialist....................................80.00 Assistant Construction Permit Specialist ....................85.00 Plans Examiner Aide...................................................75.00 Assistant Code Enforcement Officer...........................70.00 PLANNING Group Manager.........................................................180.00 Principal Planner .......................................................150.00 Principal Community Development Planner .............150.00 Senior Planner..........................................................130.00 Senior Community Development Planner.................130.00 Associate Planner .....................................................115.00 Associate Community Development Planner ............ 115.00 Assistant Community Development Planner.............105.00 Assistant Planner ......................................................105.00 Planning Technician ....................................................85.00 Community Development Technician .................:.......85.00 ADMINISTRATIVE Computer Data Entry ................................... .-............ 65.00 Clerical.........................:.............................................. 65.00 Word Processing ........................................................65.00 Personal Computer Time............................................30.00 Mileage reimbursement will be charged at the current Federal guideline rate at the time of billing. Vehicles will be charged at a monthly rate of $500.00. —Prevailing Wage Project, Use $110.00 Additional billing classifications may be added to the above listing during the year as new positions are created. Consultation in connection with litigation and court appearances will be quoted separately. The above schedule is for straight time. Overtime will be charged at 1.25 times, and Sundays and holidays, 1.70 times the standard rates. Blueprinting, reproduction, messenger services, and printing will be invoiced at cost plus fifteen percent (15%). A subconsultant management fee of fifteen percent (15%) will be added to the direct cost of all subconsultant services to provide for the cost of administration, consultation, and coordination. Valid July 1, 2008 thru June 30, 2009, thereafter, the rates may be raised once per year to the value of change of the Consumer Price Index for the Los Angeles/Orange County area, but not more than five percent per year. 0 0 CITY OF ROSEMEAD PROFESSIONAL SERVICES AGREEMENT FOR ON-CALL PROFESSIONAL ENGINEERING SERVICES 1. PARTIES AND DATE. This Agreement is made and entered into this 5"' day of June, 2008 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal placof usir�ss at 8838 E. Valley Blvd., MG Rosemead, California 91770 ("City") and Willdan wi h its print pal place of business at 13191 Crossroads Parkway North, Ste. 405, Industry, CA 91746 ("Consultant"). City and Consultant are sometimes individually referred to herein as 'Party" and collectively as 'Parties." 2. RECITALS. 2.1 City. City is a municipal corporation organized under the laws of the State of California, with power to contract for services necessary to achieve its purpose. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional Consultantural services required by the City on the terms and conditions set forth in this Agreement. Consultant warrants that it is fully licensed, qualified, and willing to perform the services required by this Agreement; provided, however, that if Consultant is a corporation or other organization, the Project Consultant designated pursuant to Section 3.2, and not the Consultant itself, shall be fully licensed to practice as an Consultant in the State of California. 3. TERMS 3.1 Employment of Consultant 3.1.1 Scope of Services. Consultant promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Consultantural and related services necessary for the full and adequate completion of the Project consistent with the provisions of this Agreement (hereinafter referred to as "Services"). The Services are more particularly described throughout this Agreement, including Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, any exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. All Services performed by Consultant shall be subject to the sole and discretionary approval of the City, which approval shall not be unreasonably withheld. 3.1.2 Term. The term of this Agreement shall be from June 9, 2008 to June 8, 2010, with a City option to extend this agreement for an additional 3 (three), 1 (one) year extensions, unless earlier terminated as provided herein. Consultant shall Willdan • • Page 2 of 38 complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Project Consultant; Key Personnel. . C 555(04 3.2.1 Project Consultant` Consultant shall name a speck person to act as Project Consultant, subject to the pproval of City. Consultant hereby designates Adel Freij (License No (et raurnherj) to act as the Project Consultant for the Project. The Project Consultant shall: (1) maintain oversight of the Services at all times; (2) have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement; (3) supervise and direct the Services using his or her best skill and attention; (4) be responsible for the means, methods, techniquesi sequences and procedures used for the Services; (5) adequately coordinate all portions of the Services; and (6) act as principal contact with City and all contractors, consultants, engineers and inspectors on the Project. Any change in the Project Consultant shall be subject to the City's prior written approval, which approval shall not be unreasonably withheld. The new Project Consultant shall be of at least equal competence as the prior Project Consultant. In the event that City and Consultant cannot agree as to the substitution of a new Project Consultant, City shall be entitled to terminate this Agreement for cause. 3.2.2 Key Personnel. In addition to the Project Consultant, Consultant has represented to the City that certain additional key personnel, engineers and consultants will perform the Services under this Agreement. Should one or more of such personnel, engineers or consultants become unavailable, Consultant may substitute others of at least equal competence upon written approval of the City. In the event that City and Consultant cannot agree as to the substitution of key personnel, engineers or consultants, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel, engineers or consultants 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 additional personnel, engi eers and consultants for performance of this Agreement are as follows: rnserFNarnes .�\lL ?F<XFTT \K1NClPAL l►l-CµARr.E' LE.Ua Gt�E9tNG, Taw�\a ucr� Et_(D`( LStt l?, N�p�S C[yo2T7tNA'r�up(� �vE L -'WE .L, Jv2V�y. 3.3 Hiring of Consultants and Personnel. 3.3.1 Right to Hire or Employ. Consultant shall have the option, unless City objects in writing after notice, to_employ at its expense Consultants, engineers, experts or other consultants qualified and licensed to render services in connection with the planning and/or administration of the Project, and to delegate to them such duties as Consultant may delegate without relieving Consultant from administrative or other responsibility under this Agreement. Consultant shall be responsible for the coordination and cooperation of Consultant's Consultants, engineers, experts or other consultants. All consultants, including changes in consultants, shall be subject to approval by City in its sole and reasonable discretion. Consultant shall notify City of the Willdan • • Page 3 of 38 identity of all consultants at least fourteen (14) days prior to their commencement of work in order to allow City time to review their qualifications and decline consent to their participation on the Project if deemed necessary by City in its sole and reasonable discretion. 3.3.2 Qualification and License. All Consultants, engineers, experts and other consultants retained by Consultant in performance of this Agreement shall be qualified to perform the Services assigned to them, and shall be licensed to practice in their respective professions, where required by law. 3.3.3 Standards and Insurance. All Consultants, engineers, experts and other consultants hired by Consultant shall be required to meet the same standards and insurance requirements set forth in this Agreement, unless other standards or requirements are approved by the City in writing. Unless changes are approved in writing by the City, Consultant's agreements with its consultants shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.3.4 Assignments or Staff Changes. Consultant shall promptly obtain written City approval of any assignment, reassignment or replacement of such Consultants, engineers, experts and consultants, or of other staff changes of key personnel working on the Project. As provided in the Agreement, any changes in Consultant's consultants and key personnel shall be subject to approval by City. 3.3.5 Draftsman and Clerical Support. Draftsmen and clerical personnel shall be retained by Consultant at Consultant's sole expense. 3.4 Standard of Care. 3.4.1 Standard of Care. 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 qualified to perform the Services in the same discipline in the State of California, and shall be fully responsible to City for any damages to City and delays to the Project as specified in the indemnification provision of this Agreement. Without limiting the foregoing, Consultant shall be fully responsible to the City for any increased costs incurred by the City as a result of any such delays in the design or construction of the Project. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all of its employees, Consultants, engineers, experts and other consultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees, Consultants, engineers, experts and other consultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services assigned to or rendered by them, 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 Willdan • • Page 4 of 38 correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. 3.4.2 Performance of Employees. Any employee or consultant who is reasonably 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 or consultant 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. 3.5 Laws and Regulations. 3.5.1 Knowledge and Compliance. Consultant shall keep itself fully informed of and in compliance with all applicable local, state and federal laws, rules and regulations in any manner affecting the performance of the Services or the Project, and shall give all notices required of the Consultant by law. Consultant shall be liable, pursuant to the standard of care and indemnification provisions of this Agreement, for all violations of such laws and regulations in connection with its Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, 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. 3.5.2 Drawings and Specifications. Consultant shall cause all drawings and specifications to conform to any applicable requirements of federal, state and local laws, rules and regulations, including, but not limited to, the Uniform Building Code, in effect as of the time the drawings and specifications are prepared or revised during the latest phase of the Services described in Exhibit "A" attached hereto. Any significant revisions made necessary by changes in such laws, rules and regulations after this time may be compensated as Additional Services. Consultant shall cause the necessary copies of such drawings and specifications to be filed with any governmental bodies with approval jurisdiction over the Project, in accordance with the Services described in Exhibit "A" attached hereto. 3.5.3 Americans with Disabilities Act. Consultant will use its best professional efforts to interpret all applicable federal, state and local laws, rules and regulations with respect to access, including those of the Americans with Disabilities Act ("ADA"). Consultant shall inform City of the existence of inconsistencies of which it is aware or reasonably should be aware between federal and state accessibility laws, rules and regulations, as well as any other issues which are subject to conflicting interpretations of the law, and shall provide City with its interpretation of such inconsistencies and conflicting interpretations. Unless Consultant brings such inconsistencies and conflicting interpretations to the attention of the City and requests Willdan • Page 5 of 38 City's direction on how to proceed, the Consultant's interpretation of such inconsistencies and conflicting interpretations shall be the sole responsibility and liability of Consultant, and the Consultant shall correct all plans, specifications and other documents prepared for the Project at no additional cost if its interpretations are shown to be incorrect. If Consultant brings such inconsistencies and conflicting interpretations to the attention of the City and request's City's direction on how to proceed, Consultant shall be responsible to the City only pursuant to the indemnification provision of this Agreement. City acknowledges that the requirements of the federal and state accessibility laws are subject to various and possibly contradictory interpretations, and that the Consultant cannot warrant or guarantee that its interpretation will be correct. Consultant will adhere to the standard of care provided for in this Agreement and will use its reasonable professional efforts and judgment in making its interpretations. 3.5.4 Permits, Approvals and Authorizations. Consultant shall provide City with a list of all permits, approvals or other authorizations required for the Project from all federal, state or local governmental bodies with approval jurisdiction over the Project. Consultant shall then assist the City in obtaining all such permits, approvals and other authorizations. The costs of such permits, approvals and other authorizations shall be paid by the City. 3.6 Independent Contractor. 3.6.1 Control and Payment of Subordinates. City retains Consultant on an independent contractor basis and Consultant is not an employee of City. Consultant is not an employee for state tax, federal tax or any other purpose, and is not entitled to the rights or benefits afforded to City's employees. 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. 3.7 Schedule of Services. 3.7.1 Timely Performance Standard. Consultant shall perform all Services hereunder as expeditiously as is consistent with professional skill and care, as well as the orderly progress of the Project work so as not to be the cause, in whole or in part, of delays in the completion of the Project or in the achievement of any Project milestones, as provided herein. Specifically, Consultant shall perform its Services so as to allow for the full and adequate completion of the Project within the time required by the City and within any completion schedules adopted for the Project. Consultant agrees to coordinate with City's staff, contractors and consultants in the performance of Willdan • Page 6 of 38 9 the Services, and shall be available to City's staff, contractors and consultants at all reasonable times. 3.7.2 Performance Schedule. Consultant shall prepare an estimated time schedule for the performance of Consultant's Services, to be adjusted as the Project proceeds.. Such schedule shall be subject to the City's review and approval, which approval shall not be unreasonably withheld, and shall include allowances for periods of time required for City's review and approval of submissions, and for approvals of authorities having jurisdiction over Project approval and funding. If City and Consultant cannot mutually agree on a performance schedule, City shall have the authority to immediately terminate this Agreement. The schedule, including any excusable delays, shall not be exceeded by Consultant without the prior written approval of City. If the Consultant's Services are not completed within the time provided by the agreed upon performance schedule, or any milestones established therein, it is understood, acknowledged and agreed that the City will suffer damage for which the Consultant will be responsible pursuant to the indemnification provision of this Agreement. 3.7.3 Excusable Delays. Any delays in Consultant's work caused by the following shall be added to the time for completion of any obligations of Consultant: (1) the actions of City or its employees; (2) the actions of those in direct contractual relationship with City; (3) the actions of any governmental agency having jurisdiction over the Project; (4) the actions of any parties not within the reasonable control of the Consultant; and (5) any act of God or other unforeseen occurrence not due to any fault or negligence on the part of Consultant. 3.7.4 Request for Excusable Delay Credit. The Consultant shall, within ten (10) calendar days of the beginning of any excusable delay (unless City grants in writing a further period of time to file such notice prior to the date of final payment under the Agreement), notify the City in writing of the causes of delay. City will then ascertain the facts and the extent of the delay, and grant an extension of time for completing the Services when, in its sole and reasonable judgment, the findings of fact justify such an extension. The City's findings of fact thereon shall be final and conclusive on the parties. Extensions of time shall apply only to that portion of the Services affected by the delay and shall not apply to other portions of the Services not so affected. If Additional Services are required as a result of an excusable delay, the parties shall mutually agree thereto pursuant to the Additional Services provision of this Agreement. Should Consultant make an application for an extension of time, Consultant shall submit evidence that the insurance policies required by this Agreement remain in effect during the requested additional period of time. 3.8 Additional Consultant Services. 3.8.1 Request for Services. At City s request, Consultant may be asked to perform services not otherwise included in this Agreement, not included within the Willdan • • Page 7 of 38 basic services listed in Exhibit °A" attached hereto, and/or not customarily furnished in accordance with generally accepted Consultantural practice. 3.8.2 Definition. As used herein, "Additional Services" mean: (1) 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. for the Consultant to perform at the execution of this Agreement; or (2) any work listed as Additional Services in Exhibit "A" attached hereto. Consultant shall not perform, nor be compensated for, Additional Services without prior written authorization from City and without an agreement between the City and Consultant as to the scope and compensation to be paid for such services. City shall pay Consultant for any approved Additional Services, pursuant to the compensation provisions herein, so long as such services are not made necessary through the fault of Consultant pursuant to the indemnification provision of this Agreement. 3.8.3 Examples of Additional Services. Such Additional Services shall not include any redesign or revisions to drawings, specifications or other documents when such revisions are necessary in order to bring such documents into compliance with applicable laws, rules, regulations or codes of which Consultant was aware or should have been aware pursuant to the laws and regulations provision of this Agreement above. Such Additional Services may include, but shall not be limited to: 3.8.3.1 Separately Bid Portions of Project. Plan preparation and/or administration of work on portions of the Project separately bid. 3.8.3.2 Furniture and Interior Design. Assistance to City, if requested, for the selection of moveable furniture, equipment or articles which are not included in the Construction Documents. 3.8.3.3 Fault of Contractor. Services caused by delinquency, default or insolvency of contractor, or by major defects in the work of the contractor, provided that any such services made necessary by the failure of Consultant to detect and report such matters when it reasonably should have done so shall not be compensated. 3.8.3.4 . Inconsistent Approvals or Instructions. Revisions in drawings, specifications or other documents when such revisions are inconsistent with written approvals or instructions previously given and are due to causes beyond the control of Consultant. 3.8.3.5 Legal Proceedings. Serving as an expert witness on City's behalf or attending legal proceedings to which the Consultant is not a party. 3.8.3.6 Damage Repair. Supervision of repair of damages to any structure. Willdan • • Page 8 of 38 3.8.3.7 Extra Environmental Services. Additional work required for environmental conditions (e.g. asbestos or site conditions) not already contemplated within the Consultant's services for the Project. 3.8.3.8 Inspection Services. Professional inspection services, as required, in strict accordance with all applicable local, state and federal laws, rules and regulations. 3.9 City Responsibilities. City's responsibilities shall include the following: 3.9.1 Data and Information. City shall make available to Consultant all necessary data and information concerning the purpose and requirements of the Project, including scheduling and budget limitations, objectives, constraints and criteria. As part of the budget limitation information, the City shall provide the Consultant with a preliminary construction budget ("City s Preliminary Construction Budget"). 3.9.2 Project Survey. If required pursuant to the scope of the Project and if requested by Consultant, City shall furnish Consultant with, or direct Consultant to procure at City's expense, a survey of the Project site prepared by a registered surveyor or civil engineer, any other record documents which shall indicate existing structures, land features, improvements, sewer, water, gas, electrical and utility lines, topographical information and boundary dimensions of the site, and any other such pertinent information. 3.9.3 Bid Phase. Distribute Construction Documents to bidders and conduct the opening and review of bids for the Project. 3.9.4 Testing. Retain consultant(s) to conduct chemical, mechanical, soils, geological or other tests required for proper design of the Project, and furnish such surveys, borings,- test pits, and other testsas may be necessary to reveal conditions of the site which must be known to determine soil condition or to ensure the proper development of the required drawings and specifications. 3.9.5. Required Inspections and Tests. Retain consultant(s) to conduct materials testing and inspection or environmental/hazardous materials testing and inspection pursuant to any applicable laws, rules or regulations. 3.9.6. Fees of Reviewing or Licensing Agencies. Directly pay or reimburse the payment of all fees required by any reviewing or licensing agency, or other agency having approval jurisdiction over the Project. 3.9.7 City's Representative. Designate a person to act as its representative for the performance of this Agreement ("City's Representative'). The City's Representative shall be authorized to act as liaison between Consultant and City in the administration of this Agreement and the Construction Documents, and shall have Willdan • • Page 9 of 38 the power to act on behalf of the City for all purposes under this Agreement. Such person shall assist Consultant in observing construction of the Project and participating in the preparation of the Punch List Items required by Exhibit "A" attached hereto. City may designate new and/or different individuals to act as City s Representative from time to time. The City's Representative shall render decisions in a timely manner so as to avoid unreasonable delay in the orderly and sequential progress of the Services, as provided in the excusable delay provisions of this Agreement above. 3.9:8 Review and Approve Documents. Review all documents submitted by Consultant, including change orders and other matters requiring approval by the City Council or other officials. City shall advise Consultant of decisions pertaining to such documents within a reasonable time after submission, so as not to cause unreasonable delay as provided in the excusable delay provisions of this Agreement above. 3.10 Compensation. 3.10.1 Consultant's Compensation for Basic Services. Subject to adjustment under Exhibit "B attached hereto, City shall pay to Consultant for the performance of all Services rendered under this Agreement on a time and expense not - to -exceed basis, in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit "B" and incorporated herein by reference ("Total Compensation"). The Total Compensation shall constitute complete and adequate payment for the Services Provided under this Agreement. No rate changes shall be made during the term of this Agreement without the prior written approval of the City. Consultant's compensation for services performed in accordance with this Agreement, including all reimbursable items and subconsultant fee, shall not exceed the fees identified in the Letter Proposal, as approved by the Project Administrator. Any letter proposal that sets forth fees in excess of Twenty -Five . Thousand Dollars and No Cents ($25,000) shall require a separate Professional Services Agreement approved by the City Council. 3.10.2 Payment for Additional Services. Additional Services may be authorized pursuant to the applicable provisions of this Agreement. If authorized, such Additional Services will be compensated at the rates and in the manner set forth in Exhibit "B" attached hereto and incorporated herein by reference, unless a flat rate or some other form of compensation is mutually agreed upon by the parties. Consultant shall be paid for Additional Services, as defined by this Agreement, so long as they have been approved in advance by the City. If City requires Consultant to hire consultants to perform any Additional Services, Consultant shall be compensated therefore at the rates and in the manner set forth in Exhibit "B" attached hereto and incorporated herein by reference, unless a flat rate or some other form of compensation is mutually agreed upon by the parties. City shall have the authority to review and approve the rates of any such consultants. In addition, Consultant shall be reimbursed for any expenses incurred by such consultants pursuant to the terms and conditions of Section 3.10.3. Willdan • • Page 10 of 38 3.10.3 Reimbursable Expenses. Reimbursable expenses are in addition to compensation for the Services and Additional Services. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, which approval may be evidenced by inclusion in Exhibit "B" attached hereto. Such reimbursable expenses shall include only those expenses which are reasonably and necessarily incurred by Consultant in the interest of the Project. Consultant shall be required to acquire prior written consent in order to obtain reimbursement for the following: (1) extraordinary transportation expenses incurred inconnection with the Project; (2) out-of-town travel expenses incurred in connection with the Project; (3) fees paid for securing approval of authorities having jurisdiction over the Project; and (4) bid document duplication costs. 3.10.4 Payment to Consultant. Consultant's compensation and reimbursable expenses shall be paid by City to Consultant no more often than monthly. Such periodic payments shall be made based upon the percentage of work completed, and in accordance with the phasing and funding schedule provided in Exhibit B and the compensation rates indicated in Exhibit B attached hereto and incorporated herein by reference. In order to receive payment, Consultant shall present to City an itemized statement which indicates Services performed, percentage of Services completed, method for computing the amount payable, and the amount to be paid. The statement shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement, as well as those expenses for which reimbursement is requested for that statement period. The amount paid to Consultant shall never exceed the percentage amounts authorized by the phasing and funding schedule located in Exhibit B attached hereto. City shall, within thirty (30) days of receiving such statement, review the statement and .pay all approved charges thereon pursuant to the provisions of Civil Code Section 3320. Disputed amounts shall be resolved by the parties in a mutually agreeable manner. Payments made for Additional Services shall be made in installments, not moe often than monthly, proportionate to the degree of completion of such services or in such other manner as the parties shall specify when such services are agreed upon, and in accordance with any authorized fee or rate schedule. In order to receive payment, Consultant shall present to City an itemized statement which indicates the Additional Services performed, percentage of Additional Services completed, method for computing the amount payable, and the amount to be paid. The statement shall describe the amount of Additional Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of.the statement.. City shall, within thirty (30) days of receiving such statement, review the statement and pay all approved charges thereon pursuant to the provisions of Civil Code Section 3320. Disputed amounts shall be resolved by the parties in a mutua!ly agreeable manner. Upon cancellation or termination of this Agreement, Consultant shall be compensated as set forth in the termination provision herein. Willdan Page 11 of 38 0 3.10.5 Withholding Payment to Consultant. The City may withhold payment, in whole or in part, to the extent reasonably necessary to protect the City from claims, demands, causes of action, costs, expenses, liabilities, losses, damages, or injuries of any kind to the extent arising out of or caused by the intentional or negligent acts, errors or omissions protected under the indemnification provisions of this Agreement. Failure by City to deduct any sums from a progress payment shall not constitute a waiver of the City's right to such sums. The City may keep any moneys which would otherwise be payable at any time hereunder and apply the same, or so much as may be necessary therefore, to the payment of any expenses, losses, or damages as determined by the City, incurred by the City for which Consultant is liable under the Agreement or state law. Payments to the Consultant for compensation and reimbursable expenses due shall not be contingent on the construction, completion or ultimate success of the Project. Payment to the Consultant shall not be withheld, postponed, or made contingent upon receipt by the City of offsetting reimbursement or credit from parties not within the Consultant's reasonable control. 3.10.6 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Sections 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing- wage - rates- and- the performance -of -other requirements on certain "public works" and "maintenance" projects. Since the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Consultant agrees to fully comply with and to require its consultants to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement.. 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. Consultant shall defend, indemnify and hold the City, its elected officials, officers, empioyees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure of the Consultant or its consultants to comply with the Prevailing Wage Laws. 3.11 Notice to Proceed. Consultant shall not proceed with performance of any Services under this Agreement unless and until the City provides a written notice to proceed. 3.12 Termination, Suspension and Abandonment. 3.12.1 City's Termination for Convenience; Consultant's Termination for Cause. City hereby reserves the right to suspend or abandon, at any time and for any reason, all or any portion of the Project and the construction work thereon, or to terminate this Agreement at any time with or without cause. Consultant shall be Willdan • • Page 12 of 38 provided with at least seven (7) days advanced written notice of such suspension, abandonment or termination. In the event of such suspension, abandonment or termination, Consultant shall be paid for Services and reimbursable expenses rendered up to the date of such suspension, abandonment or termination, pursuant to the schedule of payments provided for in this Agreement, less any claims against or damages suffered by City as a result of the default, if any, by Consultant. Consultant hereby expressly waives any and all claims for damages or compensation arising under this Section 3.12, except as set forth herein, in the event of such suspension, abandonment or termination. Consultant may terminate this Agreement for substantial ..breach of performance by the City, such as failure to make payment to Consultant as provided in this Agreement. 3.12.2 City's Suspension of Work. If Consultant's Services are suspended by City, City may require Consultant to resume such Services within ninety (90) days after written notice from City. When the Project is resumed, the Total Compensation and schedule of Services shall be equitably adjusted upon mutual agreement of the City and Consultant. 3.12.3 Documents and Other Data. Within Seven (7) calendar days following suspension, abandonment or termination of this Agreement, Consultant shall provide to City all preliminary studies, sketches, working drawings, specifications, computations, and all other Project Documents, as defined below, to which City would have been entitled at the completion of Consultants Services under this Agreement. Upon payment of the amount required to be paid to Consultant pursuant to the termination provisions of this Agreement, City shall have the rights, as provided in this Agreement hereinafter, to use such Project Documents prepared by or on behalf of Consultant under this Agreement. 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 Project Documents 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. Consultant shall make such documents available to City without additional compensation other than as may be approved as a reimbursable expense. 3.12.4 Employment of other Consultants. 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. 3.13 Ownership and Use of Documents; Confidentiality. 3.13.1 Ownership. All plans, specifications, original or reproducible transparencies of working drawings and master plans, preliminary sketches, Consultantural presentation drawings, structural computations, estimates and any other documents prepared pursuant to this Agreement, including, but not limited to, any other works of authorship fixed in any tangible medium of expression such as writings, Willdan • • Page 13 of 38 physical drawings and data magnetically or otherwise recorded on computer diskettes (hereinafter referred to as the "Project Documents") shall be and remain the property of City. Although the official copyright in all Project Documents shall remain with the Consultant or other applicable subcontractors or consultants, the Project Documents shall be the property of City whether or not the work for which they were made is executed or completed. Within thirty (30) calendar days following completion of the Project, Consultant shall provide to City copies of all Project Documents required by City. In addition, Consultant shall retain copies of all.Project Documents on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of reasonable duplication costs. Before destroying the Project Documents following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents. 3.13.2 Right to Use. Consultant grants to City the right to use and reuse all or part of the Project Documents, at City's sole discretion with no additional compensation to Consultant, for the construction of all or part of this Project. City is not bound by this Agreement to employ the services of Consultant in the event such documents are used or reused. City shall be able to use or reuse the Project Documents for their intended purposes or to otherwise complete this Project, if necessary, without risk of liability to the City: However, -any use or reuse by -City of the Project Documents for other than their intended use or on any project other than this Project without employing the services of Consultant shall be at City's own risk. If City uses or reuses. the Project Documents on any project other than this Project, it shall remove the Consultant's seal from the Project Documents and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or. re -use of the Project Documents on such other project. Consultant shall be responsible and liable for its Project Documents, pursuant to the terms of this Agreement, only with respect to the condition of the Project Documents 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 Project Documents made by any party other than Consultant, a party for whom the. Consultant is legally responsible or liable, or anyone approved by the Consultant. 3.13.3 License. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify or reuse any and all Project Documents and any intellectual property rights therein. Consultant shall require any and all subcontractors and consultants to agree in writing that City is granted a non-exclusive and perpetual license for the worts of such subcontractors or consultants performed pursuant to this Agreement. 3.13.4 Right to License. Consultant represents and warrants that Consultant has the legal right to license any and all copyrights, designs and other intellectual property. embodied in the Project Documents that Consultant prepares or causes to be prepared pursuant to this Agreement. Consultant shall indemnify and hold Willdan • Page 14 of 38 City harmless pursuant to the indemnification provisions of this Agreement for any breach of this Section. Consultant makes no such representation and warranty in regard to previously prepared designs, plans, specifications, studies, drawings, estimates or other documents that were prepared by design professionals other than Consultant and provided to Consultant by City. 3.13.5 Confidentiality. All Project Documents, either created by or provided to Consultant in connection with the performance of this Agreement, shall be held confidential by Consultant to the extent they are not subject to disclosure pursuant to the Public Records Act. All Project Documents shall not, without the 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 Project Documents to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the written consent of City. 3.14 Indemnification. - - - To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, .volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or relating to any negligence, errors or omissions, recklessness, or willful misconduct of Consultant, its officials, officers, employees, agents, consultants, and consultant arising out of or in connection with the performance of the Consultant's Services, including without limitation the payment of all consequential damages; expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City, and its directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs -incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials; officers, employees, agents, or volunteers. Willdan • Page 15 of 38 3.15 Insurance. 3.15.1 Time for Compliance. Consultant shall maintain prior to the beginning of and for the direction of this Agreement insurance coverage as specified id Exhibit C attached to and part of this agreement. 3.16 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 five (5) years from the date of final payment under this Agreement. 3.17 Standardized Manufactured Items. - Consultant shall cooperate and consult with City in the use and selection of manufactured items on the Project, including but not limited to, paint, hardware, plumbing, mechanical and electrical equipment, fixtures, roofing materials and floor coverings. All such manufactured items shall be standardized to City s criteria to the extent such criteria do not interfere with building design. 3.18 Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above and as determined at the time the schematic drawings and site utilization plans are approved. Any subsequent construction at the site of the Project, or at any other City site, will be covered by, and be the subject of, a separate Agreement for Consultantural services between City and the Consultant chosen therefore by City. 3.19 Mediation. Disputes arising from this Agreement may be submitted to mediation if mutually agreeable to the parties hereto. The type and process of mediation to be utilized shall be subject to the mutual agreement of the parties. 3.20 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or ail of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. Willdan • Page 16 of 38 3.21 Asbestos Certification. Consultant shall certify to City, in writing and under penalty of perjury, that to the best of its knowledge, information and belief no asbestos -containing material or other material deemed to be hazardous by the state or federal government was specified as a building material in any construction document that the Consultant prepares for the Project. Consultant shall require all consultants who prepare any other documents for the Project to submit the same written certification. Consultant shall also assist the City in ensuring that contractors provide City with certification, in writing and . under penalty of perjury, that to the best of their knowledge, information and belief no material furnished, installed or incorporated into the Project contains asbestos or any other material deemed to be hazardous by the state or federal government. These certifications shall be part of the final Project submittal. Consultant shall include statements in its specifications that materials containing asbestos or any other material deemed to be hazardous by the state or federal government are not to be included. 3.22 No Third Party Rights. This Agreement shall not create any rights in, or inure to the benefits of, any third party except as expressly provided herein. 3.23 Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of California. Venue shall be in Los Angeles County. 3.24 Entire Agreement. . This Agreement, with its exhibits, contains the entire agreement of the parties hereto, and supersedes any and all other prior or contemporaneous negotiations, understandings and oral or written agreements between the parties hereto. Each party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. Furthermore, any modification of this Agreement shall only be effective if in writing signed by all parties hereto. 3.25 Severability. Should any provision in the Agreement be held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall continue in full force and effect. Willdan • Page 17 of 38 3.26 Non -Waiver. None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specifically specified in writing. 3.27 Safety. . Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of its employees, consultant and subcontractors appropriate to the nature of the work and the conditions under which the work is to be performed. 3.28 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: Willdan 13191 Crossroads Parkway North, Ste. 405 Industry, CA 91746 Attn: Adel Friej CITY: City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Chris Marcarello 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. 3.29 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 reasonable costs of such action, including expert witness fees and expenses. Willdan • Page 18 of 38 3.30 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.31 City's Right to Employ Other Consultants. City reserves right to employ other consultants, including Consultants, in connection with this Project or other projects. 3.32 Prohibited Interests. 3.32.1 Solicitation. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. 3.32.2 Conflict of Interest. For the term of this Agreement, no director, official, 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. 3.33 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or any other classification protected by federal or state law. 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. 3.34 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. Wilidan • • Page 19 of 38 3.35 Subcontracting. As specked in this Agreement, Consultant shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to each and every provision of this Agreement. 3.36 Supplemental Conditions. Any supplemental conditions shall be attached as an exhibit to this Agreement, and that exhibit shall be incorporated herein by reference. Willdan • Page 20 of 38 CITY OF ROSEMEAD By: /1�1� Jo ran, Mayor Attest: Glona Molleda City Clerk Approved as to Form: Garcia Caldet'6D Ruiz LLP C 02108 DocumenW WILLDAN �F By: Name: QJ, Ili tam Title: C --e P� , By:a�42 Name: -.(C I M �Ve•'� Title:y ,C -e- pore 3 de "L k 0 EXHIBIT A 0 CONSULTANT'S SCOPE OF SERVICES 1. GENERAL REQUIREMENTS. 1.1 Basic Services. Consultant agrees to perform all the necessary professional Consultantural, engineering (e.g. mechanical, electrical, plumbing, structural, site engineering, and any other necessary engineering services) and construction administration services for the Project in a timely and professional manner, consistent with the standards of the profession, including those provided for herein. 1.2 Exclusions from Basic Services. The following services shall be excluded from the basic services listed above: cost estimating, surveying, landscaping design services, asbestos abatement and civil, structural, mechanical and plumbing engineering;. 1.3 Additional Services. Consultant shall perform the following Additional Services for the Project: not applicable 1.4 Communication with City. Consultant shall participate in consultations and conferences with authorized representatives of City and/or other local, regional, or state agencies concerned with the Project, which may be necessary for the completion of the Project or the development of the drawings, specifications and documents in accordance with the applicable standards and requirements of law and the City. Such consultations and conferences shall continue throughout the planning and construction of the Project and the contractor's warranty period. Consultant shall take direction only from the City's Representative, or any other representative specifically designated by the City for this Project, including any construction manager hired by the City. 1.5 Coordination and Cooperation with Construction Manager. The City may hire a construction manager to administer and coordinate all or any part of the Project on its behalf. If the City does so, it shall provide a copy of its agreement with the construction manager so that the Consultant will be fully aware of the duties and responsibilities of the construction manager. The Consultant shall cooperate with the construction manager and respond to any requests or directives authorized by the City to be made or given by the construction manager. The Consultant shall request clarification from the City in writing if the Consultant should have any questions regarding the authority of the construction manager. A-1 0 0 2. INITIAL PLANNING PHASE. During the initial planning phase of the Project, Consultant shall do all of the following, as well as any incidental services thereto: 2.1 Project Feasibility. Provide advice and assistance to City in determining the feasibility of the Project, analysis of the type and quality of materials and construction to be selected, the site location, and other initial planning matters. 2.2 Meeting Budget and Project Goals. Consultant shall notify City in writing of potential complications, cost overruns, unusual conditions, and general needs that potentially impact the Project budget and time line, including the City's Preliminary Construction Budget. Consultant shall use its best judgment in determining the balance between the size, type and quality of construction to achieve a satisfactory solution within the Project's budget and construction allowance. It shall be the duty of the Consultant to design the Project within budget. As discussed below, if the lowest responsive and responsible bid for the Project exceeds the budget by the specified amount, Consultant may be required to make the necessary changes in the drawing and specifications, at its sole cost and expense, to bring the bids within the required budget. 2.3 Permits, Approvals and Authorizations. As indicated in Section 3.5.4, Consultant shall assist City in securing easements, encroachment permits, rights of way, dedications, infrastructures and road improvements, as well as coordinating with utilities and adjacent property owners. 3. SCHEMATIC PLAN PHASE. During the schematic plan phase of the Project, Consultant shall do all of the following, as well as any incidental services thereto: 3.1 Funding Documents. Consultant shall provide a site plan and all other Project -related information necessary and required for an application by City to any federal, state, regional, or local agencies for funds to finance the construction Project. 3.2 Schematic Plans. In cooperation with City, Consultant shall prepare preliminary plans and studies, schematic drawings, site utilization plans, and phasing plans showing the scale and relationship of the components of the Project, the plot plan development at the site, and the proposed Consultantural concept of the buildings ("Schematic Plans"). _ Consultant shall incorporate the functional requirements of City into the Schematic Plans. The Schematic Plans shall meet all laws, rules and regulations of the State of California. The Schematic Plans shall show all rooms incorporated in each building of the Project in single -line drawings, and shall include all revisions required by City or by any federal, state, regional or local agency having jurisdiction over the Project. All Consultantural drawings for the Project shall be in a form suitable for reproduction. A-2 3.3 Preliminary Project Budget. Consultant shall use the City's Preliminary Construction Budget and its own expertise and experience with the Project to establish a preliminary project budget or allowance in a format required by City ("Consultant's Preliminary .Project Budget"). The purpose of the Consultant's Preliminary Project Budget is to show the probable Project cost in relation to City's Preliminary Construction Budget and the construction standards of any applicable funding agency. If Consultant perceives site considerations which render the Project expensive or cost prohibitive, Consultant shall disclose such conditions in writing to City immediately. As stated above, if the lowest responsive and responsible bid for the Project exceeds the budget by the specified amount;. Consultant may be required to make the necessary changes in the drawings and specifications, at its sole cost and expense, to bring the bids within the required budget. Consultant shall provide a preliminary written time schedule for the performance of all construction work on the Project. 3.4 Copies of Schematic Plans and Other Documents. Consultant, at its own expense, shall provide a complete set of the Schematic Plans described herein for City's .review and approval. Additionally,. at City's expense, Consultant shall provide such documents as may be required by any federal, state, regional or local agencies concerned with the Project. Any additional copies required by City shall be provided at actual cost to City. 4. DESIGN DEVELOPMENT PHASE. During the design development phase of the Project, Consultant shall do all of the following, as well as any incidental services thereto: 4.1 Design Development Documents, Once City provides Consultant with specific written approval of the Schematic Plans described herein, Consultant shall prepare design development documents consisting of: (1) site and floor plans; (2) elevations; and (3) any other drawings and documents sufficient to fix and describe the types and makeup of materials, as well as the size and character of the Project's structural, mechanical. and electrical systems, and to outline the Project specifications ("Design Development. Documents"). The Design Development Documents shall be prepared in sufficient form to present to the City Council for approval. 4.2 Copies of Design Development and Other Documents. Consultant, at its own expense, shall provide a complete set of the Design Development Documents described herein for City's review and approval. Additionally, at City's expense, Consultant shall provide such documents as may be required by any federal, state, regional or local agencies concerned with the Project. Any additional copies required by City shall be provided at actual cost to City. 4.3 Updated Project Budget. Consultant shall use its Preliminary Project Budget and expertise and experience with the Project to establish an updated estimate of probable construction costs, containing detail consistent with the Design Development Documents as set forth herein and containing a breakdown based on types of materials and specifications identified herein ("Consultant's Updated Project Budget"). A-3 • C1� 4.4 Timetable. Consultant shall provide a written timetable for .fulland adequate completion of the Project to City. 4.5 Application for Approvals. Consultant shall assist City in applying for and obtaining required approvals from all federal, state, regional or local agencies concerned with the Project. Consultant shall furnish and process all Consultantural and engineering information required to prepare and process applications to applicable utilities in order to secure priorities and materials, to aid in the construction of the Project and to obtain final Project approval and acceptance by any of the above agencies as may be required. 4.6 Color and Other Aesthetic Issues. Consultant shall provide, for City's review and approval, a preliminary schedule of all color materials and selections of textures, finishes and other matters involving an aesthetic decision about the Project. S. FINAL WORKING DRAWINGS AND SPECIFICATIONS. During the final working drawings and specifications phase of the Project, Consultant shall do all of the following, as well as any incidental services thereto: 5.1 Final Working Drawings and Specifications. Once City provides Consultant with specific written approval of the Design Development Documents described herein, Consultant shall prepare such complete working drawings and specifications as are necessary for developing complete bids and for properly executing the Project work in an efficient and thorough manner ("Final Working Drawings and Specifications"). Such Final Working Drawings and Specifications shall be developed from the Schematic Plans and Design Development Documents approved by City. The Final Working Drawings and Specifications shall set forth in detail all of the following: (1) . the Project construction work to be done; (2) the materials, workmanship, finishes, and equipment required for the Consultantural, structural, mechanical, and electrical systems; and (3) the utility service connection equipment and site work. As indicated in Section 3.9.2, City may be requested to supply Consultant with the necessary information to determine the proper location of all improvements on and off site, including record drawings ("as -built drawings") in City's possession. Consultant will make a good -faith effort to verify the accuracy of such information by means of a thorough interior and exterior visual survey of site conditions. City shall also make a good -faith effort to verify the accuracy of the as -built drawings and provide any supplemental information to Consultant which may not be shown on the as -built drawings. 5.2 Form. The Final Working Drawings and Specifications must be in such form as will enable Consultant and City to secure the required permits and approvals from all federal, state, regional or local agencies concerned with the Project. In addition, the Final Working Drawings and Specifications must be in such form as will enable City to obtain, by competitive bidding, a responsible and responsive bid within the applicable budgetary limitations and cost standards. The Final Working Drawings and Specifications shall be clear and legible so that uniform copies may be on standard 9 0 Consultantural size paper, properly indexed and numbered, and shall be capable of being clearly copied and assembled in a professional manner by Consultant. 5.3 Approval and Revisions. City shall review, study, and check the Final Working Drawings and Specifications presented to lt by Consultant, and request any necessary revisions or obtain any necessary approvals by the City Council, subject to the approval of all federal, state, regional or local agencies concerned with the Project. Consultant shall make all City -requested changes, additions, deletions, and corrections in the Final Working Drawings and Specifications at no additional cost, so long as they. are not in conflict with the requirements of public agencies having jurisdiction or prior approval, or inconsistent with earlier City direction or Consultant's professional judgment. Consultant shall bring any such conflicts and/or inconsistencies to the attention of City. The parties agree that Consultant, and not the City, possesses the requisite expertise to determine the constructability of the Final Working Drawings and Specifications. However, the City reserves the right to conduct one or more constructability review processes with the Final Working Drawings and Specifications, and to hire an independent Consultant or other consultant to perform such reviews. Any such independent constructability review shall be at City's expense. Consultant shall make all City -requested changes, additions, deletions, and corrections in the Final Working Drawings and Specifications which may result from any constructibility review, at no additional cost to the City, so long as they are not in conflict with the requirements of public agencies having jurisdiction or prior approval, or inconsistent with earlier City direction or Consultant's professional judgment. If such changes, additions, deletions or corrections are inconsistent with prior City direction, Consultant shall make such alterations and be compensated therefore pursuant to the Additional Services provision of this Agreement. 5.4 Costs of Construction. It is understood by Consultant that should the Final Working Drawings and Specifications be ordered by City, City shall specify the sum of money set aside to cover the total cost of construction of the work, exclusive of Consultant's fees. Should it become evident that the total construction cost will exceed the specified sum, Consultant shall at once present a statement in writing to the City's Representative setting forth this fact and giving a full statement of the cost estimates on which the conclusion is based. 5.5 Copies of Final Working Drawings and Specifications and Other Documents. Consultant, at its own expense, shall provide a complete set of the Final Working Drawings and Specifications described herein for City's review and approval. Additionally, at City's expense, Consultant shall provide such documents as may be required by any federal, state, regional or local agencies concerned with the Project. Any additional copies required by City shall be provided at actual cost to City. 6. CONSTRUCTION CONTRACT DOCUMENTS. During the construction contract documents phase of the Project, Consultant shall do all of the following, as well as any incidental services thereto: A-5 0 6.1 Bid and Contract Documents. If so required by City, Consultant shall assist City in the completion of all bid and construction documents, including but not limited to, the Notice Inviting Bids, Instructions to Bidders, Contract Bid Forms (including Alternate Bids as requested by City), Contract, General Conditions, Supplementary General Conditions, Special Conditions, DVBE and other applicable affirmative action documents, Performance Bond, Payment Bond, Escrow Agreement for Security Deposits, and any other certifications and documents required by federal; state and local laws, rules and regulations which may be reasonably required in order to obtain bids responsive to the specifications and drawings. All such documents shall be subject to the approval of City and City's legal counsel. 6.2 Final Estimate. At the time of delivery of these bid and construction documents, which shall include the Final Working Drawings and Specifications (collectively referred to herein as the "Construction Documents"), Consultant shall provide City with its final estimate of probable construction cost ("Consultant's Final Estimate"). As stated above, it shall be the Consultant's duty to design, the Project within budget. 7. BID PHASE. During the bid phase of the Project, Consultant shall do all of the following, as well as any incidental services thereto: 7.1 Reproducible Construction Documents. Once City provides Consultant with specific written approval of the Construction Documents and Consultant's Final Estimate, Consultant shall provide to City one set of reproducible Construction Documents. 7.2 Distribution of Contract Documents and Review of Bids. Consultant shall assist City in distributing the Construction Documents to bidders and conducting the opening and review of bids for the Project. 7.3 Overbudget. If the apparent lowest responsive and responsible bid on the Project exceeds the Consultant's Final Estimate by more than five percent (5%), City may request Consultant to amend, at Consultant's sole cost and expense, the Final Drawings and Specifications in order to rebid the Project and receive a lowest responsive and responsible bid equal to or less than the Consultant's Final Estimate. All revisions necessary to bring the lowest responsible and responsive bid within the Consultant's Final Estimate, including any omissions, deferrals or alternates, shall be made in consultation with, and subject to the approval of, the City. 8. CONSTRUCTION PHASE. During the construction phase of the Project, Consultant shall do all of the following, as well as any incidental services thereto: 8.1 Observation. The Project Consultant shall observe work executed from the Final Working Drawings and Specifications in person, provided that City may, in its M discretion, consent to such observation by another competent representative of Consultant. 8.2 General Administration. Consultant shall provide general administration of the Construction Documents and the work performed by the contractors. 8.3 Pre -Construction Meeting. Consultant shall conduct one or more pre - construction meetings, as the City determines is needed for the Project, with all interested parties. 8.4 Site Visits of Contractor's Work. Consultant shall conduct site visits to observe each contractors' work for general conformance with the Construction Documents and with any approved construction schedules or milestones. Such site visits shall be conducted as often as are necessary and appropriate to the stage of construction, according to the City's sole discretion, but in no event less than weekly. 8.5 Site Visits of Inspector's Work. Consultant shall conduct site visits to communicate and observe the activities of the City inspectors. Such site visits shall be conducted as often as is mutually acceptable to Consultant and City. Consultant shall direct the City inspectors and the Project contractors to coordinate the preparation of record drawings indicating dimensions and location of all "as -built" conditions, including but not limited to, underground utility lines. 8.6 Coordination of Consultant's Consultants. Consultant shall cause all Consultants, engineers and other consultants, as may be hired by Consultant or City, to observe the work completed under their disciplines as required, and approve and review all test results for general conformance with the Construction Documents. 8.7 Reports. Consultant shall make regular reports as may be required by applicable federal, state or local laws, rules or regulations, as well as the federal, state, regional or local agencies concerned with the Project. 8.8 Construction Meetings; Minutes. Consultant shall attend all construction meetings and provide written reports/minutes to the City after each construction meeting in order to keep City informed of the progress of the work. Such meetings shall occur at a frequency necessary for the progress of the Project work, according to the City's sole discretion, but no less than weekly. 8.9 Written Reports. Consultant shall make written reports to City as necessary to inform City of problems arising during construction, changes contemplated as a result of each such problems, and progress of the Project work. 8.10 Written Records. Consultant shall keep accurate written records of the progress and quality of the Project work and the time schedules, and shall advise the contractors and City of any deviations from the time schedule which could delay timely completion of the Project. A-7 0 • 8.11 Material and Test Reports. Consultant shall check and process, in a timely manner, all required material and test reports for the Project work. In addition, Consuftant shall provide notice of any deficiencies in material or work reflected in such reports, as well as its recommendation for correction of such deficiencies, to the contractors and City. 8.12 Review and Response to. Submissions. Consultant shall review and respond, in a timely manner, to all schedules, submittals, shop drawings, samples, information requests, change requests, and other submissions of the contractor and subcontractors for compliance with, or alterations and additions to, the Construction Documents. Consultant's review and response shall be done in such a manner so as to ensure the timely and uninterrupted progress of the Project work. 8.13 Rejection of Work. Consultant shall promptly reject, as discussed with City, work or materials which donot conform to the Construction Documents. Consultant shall immediately notify the City and contractor(s) of such rejections. Consultant shall also have the authority to recommend to the City that additional inspection or testing of the work be performed, whether or not such work is fabricated, installed or completed. 8.14 Substitutions. Consultant shall consultwithCity, in a timely manner, with regard to substitution of materials, equipment and laboratory reports thereof, prior to the City's final written approval of such substitutions.. Consultant's consultation shall be done in such a manner so as to ensure the timely and uninterrupted progress of the Project work. 8.15 Revised Documents and Drawings. Consultant shall prepare, at no additional expense to City, all documents and/or drawings made necessary by errors and omissions in the originally approved Construction Documents. 8.16 Change Requests and Material Changes. Consultant shall evaluate and advise City, in a timely manner and in writing, of any change requests and material change(s) which may be requested or necessary in the Project plans and specifications. Consultant shall provide the City with its opinion as to whether such change requests should be approved, denied or revised. If the City has not hired a construction manager or other person to do so, the Consultant shall. prepare and execute all change orders and submit them to the City for authorization. If the City has designated a construction manager or other person to prepare all change orders, the Consultant shall review all change orders prepared by such person, execute them and deliver them to the City for authorization if they meet with the Consultant's approval, or submit them to the City with recommendations for revision or denial if necessary. Consultant shall not order contractors to make any changes affecting the contract price without approval by City of such a written change order, pursuant to the terms of the Construction Documents. Consultant may order, on its own responsibility and pending City Council approval, changes necessary to meet construction emergencies, if written approval of City's Representative is first secured. M 8.17 Applications for Payment. Consultant shall examine, verify and approve contractor's applications for payment, and shall issue certificates for payment in amounts approved by the City's inspector. 8.18 Final Color and Product Selection. Consultant shall coordinate final color and product selection with City's original design concept. 8.19 Substantial Completion. Consultant shall. determine the date of substantial completion, in consultation with the City. 8.20 Punch List. After determining that the Project is substantially complete, Consultant shall participate in the inspection of the Project and shall review all remaining deficiencies and minor items needed to be corrected or completed on the Project, including those identified on the punch list prepared by the contractor ("Punch List Items"). Consultant shall.notify contractor in writing that all Punch List Items must be corrected prior to final acceptance of the Project and final payment. Consultant shall also notify City of all Punch List Items. 8.21 Warranties. Consultant shall review materials assembled by the contractor and subcontractors with regard to all written warranties, guarantees, owners' manuals, instruction books, diagrams, record "as built" drawings, .and any other materials required from the contractors and subcontractors pursuant to the Construction Documents. Consultant shall coordinate and provide these materials to the City. 8.22 Certificate of Completion. Consultant shall participate in any further inspections of the Project necessary to issue Consultant's Certificate of Completion and final certificate for payment. 8.23 Documents for Project Close-out. Consultant shall cause all other Consultants, engineers and other consultants, as may be hired by Consultant, to file any and all required documentation with the City or other governmental authorities necessary to close out the Project. Consultant shall assist the City in obtaining such documentation from all other Consultants, engineers, or other consultants. 9. AS -BUILT DRAWINGS. During the as -built drawings phase of the Project, Consultant shall do all of the following, as well as any incidental services thereto: 9.1 As -Built Drawings and Specifications. Not later than thirty (30) days after substantial completion of the Project, before receipt of final payment, Consultant shall review and forward the Final Working Drawings and Specifications, indicating on them all changes made by change orders or otherwise pursuant to the Construction Documents, as well as all information called for on the specifications, thus producing an "as -built" set of Final Working Drawings and Specifications ("As -Built Drawings and Specifications"). The As -Built Drawings and Specifications shall show, among other things, the location of all concealed pipe, buried conduit runs and other similar elements A-9 within the completed Project. Consultant shall personally review and certify that the As - Built Drawings and Specifications are a correct representation of the information supplied to Consultant by any inspectors and the contractor, and shall obtain certifications from any inspectors and the contractor that the drawings are correct. 9.2 Approval. Once City provides Consultant with specific written approval of the As -Built Drawings and Specifications, Consultant shall forward to City the complete set of original As -Built Drawings and Specifications or a complete set of reproducible duplicate As -Built Drawings and Specifications. The tracing shall be of such quality that clear and legible prints may be made without appreciable and objectionable loss of detail. 9.3 Documents for Final Payment. Prior to the receipt of Consultant's final payment, Consultant shall forward to City all of the following: (1) one clear and legible set of reproductions of the computations; (2) the original copy of the specifications; (3) the As -Built Drawings and Specifications as required herein; and (4) Consultant's Certificate of Completion. 10. WARRANTY PERIOD. During the warranty period phase of the Project, Consultant shall do all of the following, as well as any incidental services thereto: 10.1 Advice. Consultant shall provide advice to City on apparent deficiencies in the Project during any applicable warranty periods for the Project. l Proposal, to,�the City of Rosemead I Professional Engineering Services 13191 Crossroads Parkway North, Suite 405 " Industry, CA 91746 WI LLDAN' (562) 908-6200 www.willd'an.com Serving Public Agencies: COPY WILLDAN Serving Public Agencies .I April 1, 2008 I I I I I I 13191 Gowmwls Parkwny North, Suite 405 'Industy, Gillfomia 91746-3497 562/906 -6200 im 562/695-2120 www.wilidan.com Subject: Proposal for Professional Engineering Services for the City of Rosemead Dear Mr. Marcaref o: Wfildan is uniquely qualified to provide contract city services to the Cityof Rosemead for the following reasons: • Over 25 years of customer service and resident assistance to the City of Rosemead's community and to other local cities such as Bradbury, Hawaiian Gardens, Lakewood, and Paramount. • Wlldan's Los Angeles office's close proximity to the City of Rosemead (7 miles). • 365 'employees available to meet the City's current needs and quick response in times of heavy workloads, emergencies, and disasters, such as earthquakes and.flooding. • Experienced staff will be designated to key positions. Public contact positions will be filled with staff bilingual In Spanish and Mandarin. • Assisted in obtaining over $57 million In outside funding for the City of Rosemead since 1990. We have carefully reviewed the City's Request for Proposal and have proposed staffing to meet the service levels the City Council desires to have available to the residents and businesses within the City of Rosemead, Willdan sincerely appreciates your consideration. If you need further information, please contact meat (562) 908-6214. Respectfully submitted, WILLDAN William C. Pagett, P.E. Senior Vice President KRnh 9sst0-0g0613WP08 J I A-12 Mr. Chris Marcareflo Administrative Services Officer City of Rosemead 8838 Valley Boulevard Rosemead, CA 91770 I I I I I I 13191 Gowmwls Parkwny North, Suite 405 'Industy, Gillfomia 91746-3497 562/906 -6200 im 562/695-2120 www.wilidan.com Subject: Proposal for Professional Engineering Services for the City of Rosemead Dear Mr. Marcaref o: Wfildan is uniquely qualified to provide contract city services to the Cityof Rosemead for the following reasons: • Over 25 years of customer service and resident assistance to the City of Rosemead's community and to other local cities such as Bradbury, Hawaiian Gardens, Lakewood, and Paramount. • Wlldan's Los Angeles office's close proximity to the City of Rosemead (7 miles). • 365 'employees available to meet the City's current needs and quick response in times of heavy workloads, emergencies, and disasters, such as earthquakes and.flooding. • Experienced staff will be designated to key positions. Public contact positions will be filled with staff bilingual In Spanish and Mandarin. • Assisted in obtaining over $57 million In outside funding for the City of Rosemead since 1990. We have carefully reviewed the City's Request for Proposal and have proposed staffing to meet the service levels the City Council desires to have available to the residents and businesses within the City of Rosemead, Willdan sincerely appreciates your consideration. If you need further information, please contact meat (562) 908-6214. Respectfully submitted, WILLDAN William C. Pagett, P.E. Senior Vice President KRnh 9sst0-0g0613WP08 J I A-12 City of Rosemead Professional Engineering Services TABLE OF CONTENTS page UNDERSTANDING OF SCOPE OF SERVICES................................................................................ 1 METHODOLOGYAND WORK PLAN................................................................................................. 4 EXPERIENCE AND QUALIFICATION OF FIRM................................................................................. 5 KEYPERSONNEL.....................................................................................,..........I.............................. 7 REFERENCES................................................................................................................................... 9. COMPANYBACKGROUND............................................................................................................... 9 CONFLICTOF INTEREST................................................................................................................. 11 FINANCIAL STATEMENT................................................................................................................... 11 DEBARRED, SUSPENDED OR INELIGIBLE CONTRACTORS........................................................ 11 ' AGREEMENT REVISIONS................................................................................................................. 11 .: RESUMES........................................................................................................................................... 12 COST PROPOSAL (Submitted in separate sealed envelope.) f WIL1 p N A-13 A City of Rosemead Professional Engineeringg-Servkes UNDERSTANDING OF SCOPE OF SERVICES Wiildan is prepared to provide the full range of municipal services presented in the City's Request for Proposal (RFP). These services are consistent with those we have been providing to the City of Rosemead and other client cities over the past 44 years. The following text clarifies how the various services requested in the Citys RFP, will be accomplished. General Engineering Services- The City Engineer will provide customer service, and will attend City Council meetings, Community Development Commission, study cessions and staff meetings to address city engineering matters, and other meetings such as with residents when directed by the City Manager. In addition to the meetings discussed, it is proposed that the City Engineer be available on a daily basis to perform general engineering services, and will be supported by capable sthffin order that continuous coverage in the engineering department is provided. These services include assisting in the preparation of the City's annual capital improvement budget and 5-yearcapital improvement program, and assisting in obtaining outside funding for projects such as Prop C, State and Local Transportation Partnership Program (SLTPP), storm drain funding, and SAFETEA-LU. Updates of the PMS will be prepared every 3 years as required by Prop C and Master Plan updates will be performed when directed by the City. Willdan's staff will continue to recommend implementation of_the requirements of the National Pollutant Discharge Elimination System (NPDES) Permit, the Americans With Disabilities (ADA) Act, and the Statewide General Waste Discharge Requirements for Sanitary Sewer Systems. The City Engineer and his support staff will also review proposed tentative and final tract and parcel maps, site plans, and other submittals for developments. Plan review will also be performed for public improvement projects such as street, sewer, storm drain, signals, signs, striping, traffic control, and grading. Detailed, technical review of subdivision and improvement plans will continue to be performed at our Los Angeles office, whereby specialized staff members will provide prompt turnaround times and quality review. An average review time of 10 working days for fust submittal and 5 working days for subsequent submittals can be expected. GIS System Management— Willdan staff will provide GIS system management underthe direction of the City Engineer. This will include managing and updating the system in coordination with the Citys GIS vendor, Digital Map Products. Various mapping layers will be created and integrated into the system as required. Maps for other City departments will be generated as requested. Tratf a Engineering - The Traffic Engineer or deputy, when directed, will attend the Traffic Commission meetings to address traffic engineering matters and attend City Council meetings, as required, to address traffic issues, programs, or projects. In addition to the meetings discussed above, it is proposed that the Traffic Engineer or his deputy be available one 8 -hour day per week to perform general traffic engineering services such as investigation of parking restrictions and responding to citizens' Inquiries. Public Works Permits and Inspection - The public works permit inspector will issue permits and provide Information and customer service on public works -related matters, and will provide public works permit inspection. Capital Improvement Program — Wilidan will perform preparation and oversight of engineering plans and specifications, Including engineering and construction cost estimates, utility coordination, design survey, construction survey„and construction observation forthe City's Capital Improvement Program upon requestby # the City. Willdan's staff designs various types of projects, including, but not limited to, street reconstruction and # resurfacing, sewers, storm drains, traffic signals, medians, concrete repairs, landscaping, street lighting and parks. A public works observer, utility coordinator, contract administrator, and labor compliance administrator, when required, will be provided for every project under construction. Willdan's staff will also prepare City Council agenda reports for the design, bid, award, inspection, and acceptance of the projects. WILLIDAN Page r A-14 0 0 City of Rosemead Professional Engineering Services Maintenance Services — The City Engineer will assist with the management of the City's maintenance contracts and advise and work with staff on the development of cost effective maintenance programs. Survey Services— Willdan will serve as City Surveyor. Geotechnical Services— Sols and materials test will be performed as required. SCOPE OF WORK General Enaineerina Services • Plan Review for public improvement projects —streets, sewer, storm drains, signals, signs, striping, traffic control, grading. Plans will be reviewed for compliance with applicable Federal, State, and Local codes, standards and regulations. • Plan Review for land development projects—final maps, subdivision map act documents Turnaround times will be as follows: ➢ First Submittal: 15 working days ➢ Second Submittal: 10 working days ➢ Third Submittal 10 working days ➢ Major Changes at Design State: 15 working days D Major Change in the Field 5 working days Weekly meetings will be scheduled at City Hall to discuss plan check issues with the City's project engineer's. Unless otherwise directed by City staff, no plan check will be returned to the developer, or the developer's representative, until the City's project engineers have been updated on the status of the plan checks being returned. • Establish bond amounts — performance, Um, grading, development fees • ReviewlRecommend regulations and ordinances related to engineering functions • RecommendlPrepare/Administer grant applications for construction projects • Oversee Storm WaterMPDES functions • Prepare design plans and specifications for public projects • Provide assistance to other City Departments, City Council, and Traffic Commission; attend public meetings as needed • The City Engineer will provide daily service at City Hall, ranging between 15 to 20 hours per week. Support staff can be available to provide office hours at other times if full coverage during Cly Hall business hours is requested GIS System Management • Manage and update system • Add layers and integrate into system • Create maps for other City Departments Traffic Engineering Services • Plan Review for development projects — assess traffic impacts • Prepare design plans and specifications for public projects • Recommend traffic safety improvements —parking, signage, speed limits, traffic calming devices (control devices, stop signs, speed bumps, cross walks, pedestrianfbikeway safety, channelization) • Recommend improvements/correcdon action at locations with high accident rates Recommend/Prepare/Administer grant applications for traffic safety and public improvements • Review/Recommend regulations and ordinances related to traffic engineering functions i • Recommend improvements for maintenance of traffic signals, signage, and roadway markings (using FHWA's Manual on Uniform Traffic Control Devices) i WIILLDAN A-15 Page 2 I C1ty of Rosemead Professional Engineering Services • Provide assistance to other City Departments, City Council, and Traffic Commission; attend public meetings as needed Review Traffic Impact and Parking Analysis (completed in conjunctionwith proposed projects) • Ensure compliance with City traffic study requirements and City Congestion Management Plan (CMP) • ConducVReview traffic forecasting methodology • Conduct intersection capacity analysis/project impact • Recommend mitigation measures Review Site Access of Projects • on-site circulation sizing (internal network, drive aisle width, orientation and throat dimension) • Review driveway locations on bordering arterials and site dimensions Review traffic control at site access points and key internal locations — spacing, sight Ones, left tum provisions, right turn restrictions, control measures The traffic engineer will provide service at City Hall one 8 -hour day per week, and will be available to attend meetings, hearings, special events, etc. other times as well. Capital Improvement Program • Upon request, prepare/oversee design, plans, specifications, estimates, and contract documents for projects — streets/public right-of-way and facilitiestparks • Conduct design surrey, construction survey, and construction observation for projects • Coordination with utility agencies Coordination with regional agencies (County, State, etc) Provide field inspection services and accept completion of work once finished Pavement Management System • Update the City's Pavement Management System to Include a five (5) year and ten (10) year plan to outline street improvements and anticipated costs. InspectionlPermitGng Services • Provide construction observance of work in public right-of-way Maintenance Services Work with City staff to design cost effective maintenance programs to complement public improvements in the City. Assist with management of on-call services agreements for maintenance functions. ➢ Parks Maintenance ➢ Sidewalk, Curb and Gutter Maintenance ➢ Vehicle Maintenance D Hazardous Waste/Illegal Dumping Clean-up ➢ Facility Maintenance D Graffiti Removal ➢ Trees Maintenance ➢ Street Striping ➢ Street Sweeping Survey Services • Survey base mapping and construction staking; design surveying, photo control, aerial mapping, centerline surveys, comer records, Record of Survey Geotechnical Services • Perform soils and materials tested �/ VVIL AWN A-16 Page 3 I I City of Rosemead Professional Engineering services METHODOLOGY AND WORK PLAN With over 44 years of experience in providing city services to Southern California, and more specifically over 25 years of service to the City of Rosemead, Willdan can anticipate the City's needs and effectively respond to City Council's and staff's direction. To meet these needs, we have designated experienced staff members to fill all key positions in the requested service areas. These Individuals have the experience and familiarity with the City of Rosemead's current practices and procedures to assist the City in recommending approaches and programs consistent with the City's newly established goals and objectives. To assure our best effort, and as a measure of our commitment to this engagement, we have named an officer of the company, Mr. Ken Rukavina, PE, as Principal -In -Charge of this assignment so that the full range of available Willdan resources can also be committed in response to any City need. Contact person for communications and inquiries from the City will be Mr. Rukavina for engineering and public works. Our staff will work closely through the Assistant City Manager - External Business Services to develop and initiate any new city services, including existing and newly established policies, procedures, and fee structures. The proposed Willdan staff can assist Rosemead's staff in managing the full spectrum of municipal public works operations. With 365 employees, Willdan is able to quickly respond to emergencies and disasters in the City, as well as heavy workloads. While we recognize the importance of providing regular, quality service to the public, we believe it is equally important to help City Council and staff formulate and implement effective short= and long-range community development programs. Therefore, one of our primary objectives is to provide a balanced effort between ongoing daily services and assist in the development of long-term community programs. Moreover, we will continue to actively identify and recommend special funding programs which can provide financial assistance to the City in maintaining and upgrading its infrastructure and other community facilities. We recognize the need to emphasize maintenance programs to protect capital investment, particularly streets, roadways, and landscaping. For those facilities which are relatively new, we can help formulate effective maintenance programs that will prevent accelerated deterioration and avoid costly replacement For older facilities, alternative strategies can be evaluated to develop a cost-effective rehabilitation program. This is particularly important as many of the City facilities have been in place for some time. With our extensive knowledge and constant monitoring of the National Pollutant Discharge Elimination System (NPDES) Permit, the Americans with Disabilities Act (ADA), Wilidan will continue to recommend the implementation of their detailed requirements, and the Statewide General Waste Discharge Requirements for Sanitary Sewer Systems. Willdan vall also continue to implement ADA requirements in the City's right-of-way projects and enforce ADA requirements in private developments. �/ aft1 ft�l 04 A-17 Page 4 E] Ll EXPERIENCE AND QUALIFICATION OF FIRM E City of Rosemead Professionaf Engineering Services Willdan currently provides all of the identified services outlined in the City's Request for Proposal (RFP) on a contract basis to the City of Rosemead and is prepared to meet all of the conditions specified. Wiildan is well o qualified to provide the requested services having worked in the City of Rosemead for over 25 years. 11 Willdan offers the City of Rosemead wide-ranging experience covering a broad range of specialty areas, including civil, traffic and structural engineering; inspection; landscape architecture; real property services; mapping and improvement plan checking; public works construction inspection; surveying; NPDES services; environmental assessments; labor compliance; and grantsmanship. We have gained this experience and expertise over the past 40 years by serving in this capacity in the City of Rosemead, as well as in identical capacities for numerous cities in California, Nevada, and Arizona as follows: City Engineer 26 Cities Traffic Engineer 42 Cities Building Official 21 Cities Building Plan Check 149 Agencies Redevelopment Agency Engineer 3 Cities Development Review 39 Agencies For the following reasons, our firm is uniquely qualified to provide the services requested by the City: • Key members of our staff with demonstrated experience and management abilities will be designated to fill all positions in the City's requested service areas. • -Staff, bilingual in Spanish and Mandarin, will be assigned to the City's public contact positions. • 365 employees are available to meet the City's ongoing needs, with quick response in times of Increased worldoads, and in times of emergency or disaster such as an earthquake or flooding. • Our Los Angeles office obtained outside funding totaling over $200 million forourclient Cities over the last 18 years, including $57 million for the City of Rosemead. • Commitment to the City, as part of its management team, in terms of formulating and implementing short- and long-range community development plans, programs, and projects that enhance the City's desired image and infrastructure. • Knowledgeable of the requirements of Caltrans, Los Angeles County Department of Public Works (LACDPW), and the Los Angeles County Metropolitan Transportation Authority (METRO). • Our staff offers significant experience in the planning, design, inspection, and administration of projects under various federal programs, including Community Development Block Grant (CDBG), Federal Transportation Act (SAFETEA-LU), Prop 42, Prop C, Prop A, Prop 1B and Highway Safety Improvement Program (HSIP). • Experienced in implementing the requirements of the National Pollutant Discharge Elimination System (NPDES) Permit, the Americans With Disabilities Act (ADA), and the Statewide General Waste Discharge Requirements for Sanitary Sewer Systems (WOR). • Our emphasis of maintenance programs as a priority issue in order to protect the communitys significant investment In Infrastructure such as streets, striping, and signage. • Financially stable since 1964. • Can meet the City's liability insurance requirements. WILLOuaN A-18 Page 5 ��t� I I F I n I I I I pl F I I City of Rosemead Professional Engineering Services Willdan provides municipal services to the following cities through our Los Angeles, Orange County, and San Bernardino County offices with each service being directly comparable to those included in this proposal to the City of Rosemead. On-Goinc Engineering Services Anaheim Redevelopment Agency Hawaiian Gardens Barstow Indian Wells Bradbury Lakewood Calimesa Lawndale Grand Terrace Lynwood Current Traffic Engineedna Services Arcadia Lakewood Bradbury Lawndale Camarillo Los Angeles County Covina Lynwood Hawaiian Gardens Manhattan Beach La Cafiada-Flinbidge Paramount On -Call Traffic Engineering Services Arcadia Long Beach Covina Los Angeles County Lakewood Plan Check - Agoura Hills Hawaiian Gardens Bradbury La Cafiada Flintridge Calabasas Lakewood Calimesa Malibu Cenitos Paramount . Covina Enaineerina Desian Covina Los Angeles County Fontana Manhattan Beach Hawaiian Gardens Paramount La Canada Flintridge Rancho Palos Verdes Paramount Rosemead Westlake Village Rancho Palos Verdes Rolling Hills Rolling Hills Estates Rosemead South Gate South Pasadena Rosemead Thousand Oaks Westlake Village West Covina Rolling Hills Estates South Gate South Pasadena C'W iNiLL l A-19 Page 6 Al i City of Rosemead Professional Engineering Services 1 KEY PERSONNEL. I COORDINATION AND OVERSIGHT Mr. Ken Rukavina, P.E., will serve as PrtncipaWn-Charge forthis assgnment As a Vice Presidentof Wilktan and as Manager of the City Engineering Services Division in the Los Angeles Regional office, he will have overall responsibility for coordination and administration of services to be provided by the firm. Mr. Rukavina, a registered Civil Engineer in California, has 24 years of engineering experience for various public agencies, Including serving the City of Rosemead as City Engineer for over 10 years. CITY ENGINEERING SERVICES Mr. Joseph Wang, P.E., will continue to serve as City Engineer, as well as the contact person for communications and inquiries from the City for engineering and public works. Mr. Wang, a registered Civil Engineer in the State of California, has over 32 years of municipal engineering experience for various public agencies. Mr. Wang is fluent in Mandarin and is currently serving the City of Rosemead as City Engineer. Ms. Lucy Martinez, E.I.T, will assist Mr. Wang with engineering duties. Ms. Martinez is fluent in the Spanish language, both verbal and written. She has more than 8 years ofc civil engineering experience and during many of those years performing the same tasks as outlined in the City's RFP. Mr. Lew Gluesing, P.E, T.E., P.T.O.E., will serve as Traffic Engineer and will coordinate all traffic engineering services in Rosemead. Mr. Gluesing has 41 years experience in traffic engineering and has been with Wlldan since 1991. He has extensive experience in transportation management and specializes in traffic signal systems. Mr. Gluesing is currently the Vice President of our Traffic and Transportation Division. Ms. Vanessa Munoz, P.E., T.E., P.T.O.E., will serve as a Deputy Traffic Engineer. Ms. Munoz' experience includes traffic engineering duties which involve the preparation of traffic and engineering surveys, traffic impact and parking studies, plans for traffic signal design, signing and striping, traffic control and street lighfing plans. She is fluent in the Spanish language, both verbal and written. Ms. Munoz has over 11 years of traffic engineering experience. Mr. Adel Freij, P.E, Vice President/Manager of Program and Construction Management Services will serve as Project Engineer. Mr. Freij is an accomplished Project Manager for public works design and construction projects, known for providing innovative quality engineering services and meeting clients' needs In every circumstance. As Division Manager for Construction Management, he has more than 20 years of project/construction management and design experience, including roadway widening and street reconstruction and rehabilitations; traffic signals improvements; flood control and drainage; bridges; infrastructure improvements; and right-olf-way acquisition. Mr. Caton Catig will provide will provide when required, detailed technical development review for infrastructure. Mr. Catig's 21 years of experience encompasses grading and site plans, flood control and drainage improvements, highways, hydrology studies, streets, sewers systems, storm drains, and water systems. Mr. Catg provides plan check services for street, storm drain, and drainage and grading plans for public and private developments. WIN A-20 Page 7 s.rvnmxAa.,*. City of Rosemead Professional Engineering Services J Mr. Elroy Kiepke, P.E., Vice President, will be assigned the responsibility for NPDES Coordination. Mr. IGepke has over 38 years of experience in the areas of city engineer, building and safety, pian check, and NPDES. Mr. David Knell, P.LS., will serve as a City Surveyor for this assignment. Mr. Knell has more than 37 years of experience in the surveying and mapping field. He has been responsible for a variety of mapping and construction jobs as well as performing surveys and acting as expert witness in legal cases. Mr. Danny Ayala, will serve as the Public Works Permit Inspector and as a Public Works Observer for the construction of Capital Improvement Projects. Mr. Ayala has 24 years experience in public works permit administration and construction observation, Mr. Ayala is currently serving the City of Rosemead as the City's permit inspector. Mc Thomas Kirk, P.E., will be responsible for the pavement management system update, as he has been for all of Rosemead's previous PMS reports. Mr. Kirk was instrumental in developing Willdan's Pavement Management System (PMS) and overseen Willdan's efforts to convert to the MicroPaver System. Additionally, he has provided pavement engineering for over 200 projects. Mr. Rex Miller will oversee GIS system management Mr. Miller has over 8 years of providing technical GIS support He has implemented numerous GIS database projects ranging from storm drain and sewer system GIS and CAD integration to the development of zoning and housing inventory maps. Mr. Miller will be supported by Ms. Tamara Boeftl. Mr. Vincent Ip, P.E., G.E., Vice PresidentfPrincipal Geotechnical Engineer of Arroyo Geotechnical (a Wilidan Company), will provide geotechnical services. Mr. Ip has more than 20 years of hands experience in the environmental and geotechnical engineering fields. He has successfully managed and completed many projects in both public and private sectors that included landfills, military base cleanup and pollution abatement, water and wastewater facilities, grade separations, road widening, commercial and industrial buildings, public schools, and essential service buildings. The resumes of our key staff to be assigned to the City of Rosemead are presented in the Resumes section of the proposal. These individuals will be committed to this assignment indefinitely, unless otherwise approved by the City. L I I I W WILtDAN Page 8 � � � A-21 City of Rosemead Professional Engineering Services I REFERENCES ANAHEIM REDEVELOPMENT AGENCY 201 South Anaheim Boulevard, Suite 1003, Anaheim, CA 92805 Mr. Benjamin Kim, Project Manager, (714) 765.4373 CIP Designllnspecdon, Landscape Architecture, Traffic Engineering, Survey, CDBG Plan Development, Geotechnical Engineering, Right -of -Way Engineering, Map Plan Check. 1 CITY OF LAKEWOOD 5050 Clark Avenue, Lakewood, CA 90712 Ms. Lisa Rapp, Director of Public Works, (562) 8WS771 CIP Design, Project Management Services, Construction Managementlinspection, Pavement Management System, Traffic Engineering, Survey, Landscape Architecture. I I J I r A CITY OF LYNWOOD 11330 Bullis Road, Lynwood, CA 90262 Mr. Daniel Tejeda, Director of Public Works, (310) 603.0220 City Engineer, Civil Design, Traffic Engineering, Construction Managementllnspection, Testing and Inspection, Survey, NPDES, Building & Safety, CITY OF PARAMOUNT 16400 Colorado Avenue, Paramount, CA 907235012 Mr. Chris Cash, Director of Public Works, (562) 220.2020 City Engineer, Traffic Engineer, Agency Engineer, Water Engineer, Public Works Permitstlnspection, Development Review, CIP Design/Inspection, CDBG Administration, Grant Writing, NPDES. CITY OF SOUTH GATE 8650 California Avenue, South Gate, CA 90280 Mr. Robert Dickey, Director of Public Works, (323) 357.9567 Traffic Engineering, Construction Managementlinspection, Street Improvements, Landscape Architecture, Survey, Storm Water Handling and Facilities, Testing and Inspection, Planning. COMPANY BACKGROUND W11dan, MuniFinancial, Arroyo Geotechnical, American Homeland Solutions, and Wilidan Resource Solutions comprise the five -company public service corporation that has grown from the 1964 establishment of Wilklan Engineering, known today as WILLDAN Group, Inc. This group of companies provides financial and economic consulting; civil and structural engineering; planning, geology, and geotechnical engineering; environmental health and safety (EH&S) engineering and construction; plus security consulting services for public sector clients throughout California and across the nation. Wilklan is among the largest full-service civil engineering and planning firms in the western United States. The firm has consistently been an industry leader in providing all aspects of municipal and infrastructure engineering, public works contracting, public financing, planning, building and safety, and construction management Currently we are ranked 136 on the Engineering News Record list of the Top 500 Engineering firms. Since 1964, Willdan has helped revolutionize the way consulting services are provided by networking our offices. Our regional and satellite offices are strategically located to offer local, focused service to the ILra N 9_22 Page 9 City of Rosemead Professional Engineenng Services varied demographics of our public agency customers. Wildan's organization enables staff to efficiently communicate individual project challenges and goals company -wile, thereby utilizing all of Wlldan's resources to deliver the highest quality and most cost-effective product. Willdan understands the unique nature of public agency needs and issues. In addition to many of our staff having served In management positions at public agendas prior to joining Willdan, we have numerous assignments with over 60% of the cities and counties in California for building officials, qty engineers, planning' directors, traffic engineers, and other public agency staff members. This, with our depth of experience, expertise, knowledge and resources, Willdan is able to offer practical solutions that are timely and cost effective, and that meet the needs of individual communities. The diversity of our staffs' experience is an added value of our professional services. MANAGEMENT PHILOSOPHY Willdan is committed to: • satisfying client needs in a timety, manner and providing practical and professional solutions; • maintaining professional excellence; • participating in community service and professional organizations on an individual and Company basis; • maintaining an environment that creates challenging career opportunities, recognizes individual contributions, fosters professional and personal growth, and encourages and supports staff excellence; • emphasizing integrity and ethics in our business and professional practice; and • ensuring sound fiscal management for a cost-effective business organization and a reasonable return on investment. LIST OF WILLDAN OFFICERS I E I I I I I WWUn�, —_ Nra>V Tr�iyY� /�.wrlb�Y�lJir�tiM4Y4L4wiv W alter YeL�s�rY.(tLr�►il� - (�—IYO.LOiOYWIiOe OM1,l4Y.4 .��.IntitMY.00u Y.n9W--�IVa,e, W LrY JeY IWC-Y{VeY..te. weu4r-tr,]Y� ,wte.tW\Y.t. IiAOit�� �lW R+,.Me-MJY� YYt wtL-.,b�61wIr.1 W� nY/AYM��NeIW e.,.1��YT •s,.rn ytttY.LLYYYw .tt,tl1Y-Oirt�A b LYM�.. _,rltfN,-A4Yt .WLM. _ VeMr�trY.tT� of Y RrIr,Y-(�4YM 'Ye4a ItYr.O�i�,Y.P —rW `I+W.MT ^- Al6f M4 4hM OYit Oen ...Yr Fe4b-O.y�„ep dOLGlytn_..... v1a Aum-Ory4t/tp li.�).YLseL.. __\b MYYY,•O,fbiry, LaY64Gl._ .... _Ytr Oaib.Qnyr„�t LtMR.�.��Ybnnlenl-P,YaYryY Qw� LMl,O_�. �YYe:teYm-Oi6blM1tte LYYFr ....\bwuW.Myp,yYre GgOrt. _N¢1YWtl.OhOYT L,tll Obit.. �YieflaiLt.prie Map t�tYk.. .. _.�YtrhYee-014friyep O�LT Hd, Ne1,..Ys-fi.Llstl,�r lYv64_ �._Yie AYt.,M\biLYw Ye�l Li!\e—.. � Nv Mlln. W.YOiyF .\On Y.rw. _YtrIMIs.Ylrlbibp tY1,`YILY1`pp _ VreoYml-OhliOibp D.ri. tyw� _ �.._YRYt.Yy-tta,iitILWYL' YYYO! Ta RlOM <n:=,'4 11pLO A,raieeq PekL let LLrt vnM WILLN A-23 Page ro City Of Rosemead Professional Engineering Services CONFLICT OF INTEREST Willdan is currently performing City Engineering, Traffic Engineering, and Building and Safety services under contract to the City of Rosemead. Willdan has, for all of its 44 year existence, maintained a strict policy of avoidance of Conflict of Interest. With more than 90 percent of our current customers being municipal clients this is an ongoing issue. Willdan is not aware of any past or current clients who have or would have a financial interest in the outcome of this contract SRS Consulting, Inc. was in attendance at the pre -proposal meeting and may bea' party to another submitted proposal. SRS Consulting, Inc. is currently a subconsultant to Willdan; however, SRS Consulting, Inc. is not currently part of the team proposed to provide services to the City of Rosemead for which this proposal is being rendered. FINANCIAL STATEMENT As requested in the RFP, Willdan has provided financial statements in a separate sealed envelope marked 'Confidential! DEBARRED, SUSPENDED OR INELIGIBLE CONTRACTORS Willdan certifies that the firm nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction with federal, state, or local department or agency. AGREEMENT REVISIONS Man has reviewed the Professional Services Agreement and shall meet these requirements upon selection with the following wording suggested by our corporate attorney that is summarized below: EXHIBIT D — INSURANCE REQUIREMENTS Page D-1, 4P Paragraph, Line 5 Add the fogowing verbiage at the end of the paragraph: ...$1,000,000 per occurrence and $2.000,000 general aggregate. Page D3, Paragraph No. 8, Line 2 Add the following verbiage: ...any cancellation of coverage, 10 days notice If cancellation is due to nonpayment of premium. Consultant agrees to require its insurer to modify... I �:/ i s`. vl a ukA-24 - Page 11 • s City of Rosemead Professional Engineering Services Ken Rukavina, P.E. Vice President/Division Manager Civil Design/City Engineering Services Education 1984, B.S, Civil Engineering, Mr. Ken Rukavina, Vice President, supervises engineers and technicians providing public works engineering services throughout Los Angeles and Califomia state university, Orange Counties. He oversees the design and construction management of Long Beach public works improvements ranging from street and stone drains to water and • sewer facilities. Mr. Rukavina is also responsible for administering, as well as Registration pfeparin9 engineering reports, such as hydrology studies and sewer and water 1987, California, 42866, Civil master plans' Specific Project Experience Affiliations American Public Works project Management Association Mr. Rukavina oversees staff resources to.effectivey meet project requirements American society of Engineers and budgetary and scheduling goals during design and construction phases. Mr. Rukavina s duties Include: Chi Epsilon • Project Scheduling • Monitoring Project Budgets 24 Years Experience . Plan Review/Quality Assurance • Project Team Coordination/Staffing He perforins these duties on an ongoing basis for the following Was of proles: • Street Reconstruction • Sewers • Medians • Traffic Signals • Grade Crossing Improvements • Landscape Improvements Overlay and Slurry Seal Park Improvements Right -of -Way Acquisitions • Street Widening • Entrance Signs • Storm Drains City Engineering Additionally, Mr. Rukavina was the City Engineer for the City of Rosemead where he was responsible for implementing the City's capital improvement program and overseeing several of the City's maintenance contracts. As City Engineer, Mr. Rukavina's primary tasks involved: • project planning/management • construction observatiordadministration; • public relations for the city's public works projects; • preparation of staff reports; • resolution, ordinances and report writing; • capital improvement program budgets preparation; • plans, specifications, and estimates preparation for minor projects; • traffic engineering; • street vacation; and • funding application processing. �jLn� N Page 12 A-25 WILLDAN Page 13 i City of Rosemead Professional Engineering Services Joseph Y. Wang, P.E. City Engineer Education W. Joseph Y. Wang, P.E., has 32 years of experience in the public works 1964, B.S., Hydraulics, field. Prior to joining Willdan, Mr. Wang was employed by the City of Lynwood National Taiwan University, where he served the City In various capacities, such as Assistant Civil 1969, M.S., Water Engem, Associate Civil Engineer, Director of Public Works/City Engineer, Resources, Assistant City Manager, and Interim City Manager. Mr. Wang's bilingual, fluent Auburn Universtty, Auburn, in the Mandarin language. Alabama Specific Project Experience 1975, Ph.D. Candidate, ' Wor. Water Resources, CHY of Rosemea4 City Engineering Services — Mr_ Wang is currently Minor. Applied providing city engineering services to the City of Rosemead, including (Mathematics, Performing development review services and oversightof the City's design and University of Texas, Austin, construction projects. Texas CflyofNonvalk, CifyEnglneering Services— Mr. Wang is the City Engineer Registration of this project which involves providing city engineering services until the City California, 35639, Civil reCnitls a full-time city employee. 32 Years Experience Prior Professional Experience City of Lynwood — Mr. Wang was employed by the City of Lynwood for 17 years where he served the City in various capacities, such as Assistant Civil Engineer, Associate Civil Engineer, Director of Public Works/City Engineer, Assistant City Manager, and Interim City Manager. Lockman B Associates — Mr. Wang served as Senior Project Manager/Associate and Assistant Director of Engineering. City of Downey— Mr. Wang served as a Junior Civil Engineer. na City of Austin — Mr. Wang served as a Civil Engineer I. WILLDAN Page 13 VVI UDAN Page 14 • A-27 l City of Rosemead Professional Engineerlrrg Services Lucy Martinez, E.I.T. Designer 1 Education Ms. Lucy Martinez brings to Willdan 8 years of civil engineering experience. B.S., CivU Engineering (June Ms. Martinet duties include assisting in the preparation of pians, specifications, 2008), and estimates (PS&E) for public works projects. Ms. Martinezis pro8dentwith Callfomle State university', software such as MicroStation, InRoads, SelectCad, SAP2000, AutoCAD, Los Angeles . Windows, and MS Office. Ms. Martinez is bilingual, fluent in the Spanish language Registrations Or Specific Project Experience Affiliations City of Rosemead — Ms. Martinez is currently providing city engineering American society of Civil assistance to the City Engineer. Ms. Martinet duties Include development Engineers review and general engineering support of the City's CIP projects, preparation of staff reports, and assistance to residents. 8 Years Experience City of Indian Wells, Highway 111 Street improvements — Prepare plans, specification, and estimate (PS&E) for Highway 111 from wrest City limit to east City IimIL Project consists of widening Highway 111 to add one thru lane for the eastbound and westbound traffic, as well as landscape medians. Project Includes preparation of street, storm drain, traffic signal, interconnect, signing and striping plans, preparation of topographic survey, geotechnical report, coordination with adjacent development and agencies and utility companies for substructure research and relocation. City of Pico Rivera, Paramount Boulevard Rehabilitation Project — Ms. Martinez is the Designer of this project which involves the provision of professional engineering services including preliminary engineering, survey, and design preparation of plans and specifications for the Paramount Boulevard Rehabilitation Project The roadway width of Paramount Boulevard within the project limits of Washington Boulevard to Gallatin Road varies from 58 feet to 72 feet wide. The services for this project include civil design, traffic engineering, survey, utility coordination, and preparation of technical specifications for the project Plan Check Services Ms. Martinez provides plan check services for street and drainage and grading plans for public and private developments for the following cities: • City of Hawaiian Gardens • City of La Canada Flintridge • City of Lancaster • City of Malibu • City of Rosemead VVI UDAN Page 14 • A-27 I WWIU DAN A-28 Page 15 S•rYgiN Aly City of Rosemead Professional Engineering Services Herbert L. Gluesing, Jr., P.E., T.E., P.T.O.E. Vice Pre-sident/Division Manager Traffic & Transportation Services Education As a Vice President at Willdan, Mr. Gluesing supervises 15 engineers and 1980, B.S., Civil Engineering, technicians providing traffic engineering services throughout California and in California State University, support of our. Arizona and Nevada offices. Mr. Gluesing has 41 years of Long Beach, California experience in traffic and transportation engineering, Including neighborhood traffic management, traffic circulation, Impact, and parking studies, design and Registration/Certification operations, railroad at -grade and grade separated crossings, municipal Professional Tragic engineering, and operational analyses. To date, Mr. Gluesing has supervised Operation Engineer 2007 the completion of more than 8,000 projects, fora varietyof larger and smaller - Registered Civil Engineer, scaled projects. He has personally designed more than 700 new and modified Califomla, No. 45729, 1990 traffic signal installations, as well as two traffic signal master computer systems, employing various interconnect and communication facilities, Registered Tragic Engineer, Currently, Mr. Gluesing serves as City Traffic Engineer for the Cities of California, No. 1683, 1993 Paramount, Malibu and Rancho Palos Verdes. ' Registered Civil Engineer, Nevada, No_ 10857, 1994 Prlor to joining the Willdan team, Mr. Gluesing served 12 years with Herman Kimmel Associates and and 12 years with the Cities of Newport Beach and Affiliations Fullerton. During his time with Herman Kimmel and Associates, Mr. Gluesing American Society of worked extensively in the Counties of Ventura, Orange, and San Diego, both Civil Engineers for the County agencies as well as, the local agencies, including the Cities of Oxnard, Camarillo, Simi Valley, Tustin, Irvine, Newport Beach, EI Cajon, La lnstifute of Transportation Mesa, and San Diego. Since joining W ilidan, a majority of Mr. Gluesing's work Engineers has included projects and assignments for nearly all of the local agencies in Orange CountyTraft Los Angeles County, and many of those In Ventura, Riverside, and San Engineering Council Bernardino Counties. Mr. Gluesingrs experience has also included working City Traffic Engineers closely with many of the State and Federal agencies. American Pubilc Works As a Vice President and Division Manager, Mr. Gluesing Is responsible for the Association following services: 41 Years Experience City traffic engineering and municipal support services • Funding applications • PUC, FHWA, and local agency coordination and applications • At -grade rail crossing traffic control design 1 • Construction traffic control design • Traffic signal systems and coordination • Traffic signal design and operations • State Highway and Freeway traffic design and operations i • Street lighting analysis and design • Rail station study and design :. Traffic impact analyses and review Engineering and traffic surveys • Traffic signal coordination and railroad preemption timing and Implementation I WWIU DAN A-28 Page 15 S•rYgiN Aly City of Rosemead Professional Engineering Services Vanessa Munoz, P.E., T.E., P,T.O.E. Supervising Engineer Education Ms. Vanessa Murioz is a Supervising Engineer at Wlldan with 11 years of 1997, B.S., Civil Engineering, experience iri transportation planning and traffic engineering. Ms. Munoz csiNornia State Polytechnic brings a wide range of abilities equally suited to serving public agencies as wen university, Pomona as project management. She is responsible for analysis; coordination, and design of various projects, including preparation of plans, specrficadons and Registration estimate (PS&E) for traffic and street improvement projects. Ms. Munoz has Professional Traffic assisted with various cities' development review process, and preparation and Operation Engineer, 2007 review of traffic impact studies, engineering and traffic (E&T) surveys, traffic signal and stop warrant analysis and has secured funding for various projects Registered Traffic Engineer, .through the We Route to School (SR2S) and Highway safety Improvement California - Na: 2341, 2006 Program (HSIP) Wants. Ms. Munoz is bilingual, fluent in the Spanish language. Registered Civil Engineer, Specific Project Experience California No. 67563, 2005 Doppler Traffic operator, �OfSanta Clarfta, Whites & Soledad Canyon Improvement— Ms. Mufioz 2000 was the Phase Manager for the signing and striping and street lighting portion of this project which involved the provision of professional design services to Affiliations Preps plans, specifications, and cost estimate (PS&E)for the construction of a right -tum pocket at Whites Canyon road and Soledad Canyon Road, Project City Traffic Engineers No. C3010. Services included developing and preparation of plans and j� American Public Works specifications, street widening and rehabilitation, relocate overhead utilities, J� Association signing and striping, street fighting and traffic control_ City of Carson, 223rd Street Improvements — Ms. Munoz was the Phase 11 Years Experience Manager for traffic engineering services of this project which Involved the preparation of plans, specifications, and cost estimate (PS&E) for the 223rd Street Improvements, Luceme Street to Alameda Street Project No. 1003. Services included developing a landscape master plan to create an identity for Auto Row, and preparation of plans and specifications, street widening and rehabilitation, landscape medians, signing and striping and traffic control. City of Moreno Valley, Traffic Signal and Street Improvements for Day Street and Dracaen Avenue — Ms. Munoz was the Project Manager for this project The project involved the preparation of plans, specifications, and engineering (PS&E) estimate for the traffic signal and street improvements for Day Street and Dracaea Avenue. Work Includes, utility coordination, legal deeds and platt preparation, topographic survey, environmental processing, geotechnical and project report, traffic signal, signing and striping and street Improvement plans and potholing. City of Fontana, AldenRandall and Alder/Merrill Improvements - Ms. Mufioz was the Project Manager for this project which involved preparation of street and traffic signal improvement plans, and engineering construction estimate for the location of Alder .Avenue/Menill Avenue and Alder Avenue/Randall Avenue. Services rendered consisted of preparation of plans for traffic signal, storm drain, street, and signing and striping plans. Other services Included utility coordination, topographic survey, legal description with plat, potholing, and assistance during advertisement and bidding. Project consisted of widening the intersection to ultimate improvement for the traffic signal installation. WLLDAN A-29 Page 16 suen�ro.�av City of Rosemead A Professional Egirmeri g Services Adel M. Freij, P.E. Vice President/Division Manager Construction Management L' I 1 I I I Education Mr. Adel K Freij, P.E., is an accomplished project manager and construction B. S., Civil Engineering manager for large-scale mull -discipline public works projects who is university ofwssourl, recognized for providing Innovative quality engineering and construction Kansas City management services and meeting clients' project budgets and schedules. A Division Manager for Construction Management, Mr. Frelj has 20 years of Registration engineering and construction management experience on many types of Registered Civil Engineer, Capital Improvement Projects, including street reconstruction, streetwidenIng, California, No. 55564 o'ertay and slurry seal, bridge construction, flood control and drainage, water and sewer improvements, traffic signals, signing and striping, and landscape Affiliations and park improvements. Mr. FretJ Is proficient at managing multiple American Society of Civil subconsultants and combining various disciplines, often acting as an extension Engineers of Agency/City staff to provide dose overall supervision of the engineering and construction management services on local, state, and federally funded American Public Works projects, Association Specific Project Experience 20 Years Experience City of Rosemead, Valley Boulevard Street improvements — Project/Construction Manager for delivery of contract administration, construction observation, engineering design, design and construction survey, utility coordination, and federal labor compliance for street Improvements on Valley Boulevard from the West city limit to the east city limit The project included an overlay of the corridor to prevent more serious and costly deterioration which could have lead to complete reconstruction of the corridor. In addition, the project included reconstruction of the intersection at Valley Boulevard and Rosemead Boulevard (State Highway) as a concrete intersection. The project also included street fighting improvements in compliance with the current guidelines of the Illumination Engineering Society of North America (IES), as well as traffic signal modifications and removal and replacement of existing parkway improvements to comply with the Americans with Disabilities Act (ADA) requirements. The projecfs was funded primarily with ISTEA federal funds. City of South Gate, Otis Street Improvements - Pnoject/Construction Manager for construction management services for the Otis Street Improvement project. The project limits are from the north City limit to the south City limit Wllidan's services included contract administration, construction observation, utility coordination, monument restoration, and material testing. The project Included asphalt -rubber hot mix (ARHM) overlay, new concrete gutter, concrete repairs, access curb ramps in compliance with ADA requirements, video detection, LED, communication conduits, signing and striping, and street lighting. Construction Cost: $2 million WIILDAN Page 17 smn, aces Av a A-30 I r� I I I City of Rosemead Professional Engineering Services Calvin S. Catig Senior Design Manager Education Air. Calvin S. Catlg is a Senior Design Manager for the Design Services B.S, Civil Engineering, Division of W81dan. His duties Include preparing plans, specifications and FEATi university, Menua, estimates (PS&E) for public works projects. His experience encompasses Philippines grading and site plans, flood control and drainage improvements, highways, hydrology studies, streets, sewers systems, storm drains, and water systems. 21 Years Experience 'He is familiar with agency guidelines for Caltrans, the Los Angeles County Department of Public Works (LACDPW) and the Orange County Environmental Agency. Mr. Catig is computer literate in COGO, LACDPW Rational and Modified Rational, Microstatlon, RATSC, and Storm Plus. Specific Project Experience Plan Check Services Mr. Catig provides plan check services for street, storm drain, and drainage and grading plans for public and private developments for the following clues: City of Cerritos • City of Malibu • City of Paramount • City of Rolling Hills Estates • City of Rosemead • City of Santa Fe Springs • City of West Covina Street and Storm Drain WILLMN saws wuc.p� City of Moreno Valley, Street Improvements for Lasselle Street and Cottonwood Avenue — Mr. Catig was the Senior Design Manager of this project which involved preparing plans, specifications, and engineering estimate (PS&E) for the traffic signal improvements for Lasselle Street and Cottonwood Avenue. The project included street improvements, utility coordination, topographic survey, environmental processing, legal description preparation, appraisal, potholing, and geotechnical report. City of Moreno Valley, Street Improvements for Kitching Street and Eucalyptus Avenue—Mr. Catig was the Senior Design Managerof this project which Involved preparing plans, specifications, and engineering estimate (PS&E) for the traffic signal improvements for Kitching Street and Eucalyptus Avenue. The project included street improvements, utility coordination, topographic survey, environmental processing, legal description preparation, appraisal, potholing, and geotechnical report. City of Rancho Palos Verdes, Upgrades at City Hall (2007-08) — Mr. Catig was the Phase Manager for plan design of this project which Involved the provision of design, construction administrationfinspection, surveying and staling services for the 2007-08 CDBG upgrading of existing sidewalk and curb ramps to ADA compliance at City Hall_ A-31 Page 18 City of Rosemead Professional Engineering Services Elroy L. Kiepke, C.B.O., P.E. E Vice President/City Engineer Education A&. Elroy L Kiepke presently serves as a Vice President for Willdan. He 1969, B.S, Civil Engineering, joined Willdan in July 1979 to assist in the formation of the Bulding and Safety vaiparalso University, Division. As the division grew, he became the Division Manager for Plan Indiana Check Services and City Engineer for some of Wildan's dlent cities. Mr. Kiepke began his professional career with the County of Los Angeles in June Registration 1969- He received training in bullding' plan check and subdivision plan check 1973, CA, 02238$ Civil before taking permanent positions in the Subdivision Section and Building and 1986, CABG, CBO, 703 1994,ICBO Specific Project Experience Accessibflfty/Usability Specialist Certificate, 74013 For Wlldan projects; Mr. Kiepke developed the policies and procedures for (y, projects requiring State construction activity perm its. The purpose Is to create Affiliations a partnership with the contractor to develop a Storm Drain Water Pollution {�11 American Public Works Prevention Plan which best meets the needs of all parries Involved with the Association project and complies with Clean Water Act requirements. American Society of Civil City of San A9arino, NPDES Compliance — Mr. Kiepke provides NPDES Engineers services to include advising staff In required NPDES actions, complete annual Califomla Building Officials NPDES report, and attend NPDES meetings. Iniemational Conference of City ofAgoura Hills NPDES Permit Compliance - Mr. Kiepke, while acting as Building officials City Engineer for the City, wasresponsible for attending meetings, reviewing Intematlonal Erosion and proposing Ordinances, preparing reports, and communicating with the Control Association communityto maintain the Cities NPDES compliance efforts. This adivitywent from the Issuance of the early permit in 1990 through August 1997. Mr. Klepke has worked extanslvely with the City on compliance with NPDES permit for 38 Years Experience separate stone sewer systems. He has been Instrumental in preparing ordinances for improving management practices for projects which discharge to the storm drain. On behalf of the City, he attended meetings and attended seminars to gain a bexer understanding of how to better shape the program's goals. Cities of Rosemead, Paramount, and Bell Gardens NPDES Permit Compliance - Mr. IGepke due to his familiarity and availability, took over the permit programs for the above cities in October 1997, and continues his efforts in this area. This Includes preparation of the Site Visit database for each city budget report preparation and attendance at Watershed meetings representing the cities. Mr. IGepke has also conducted training classes for more than 150 City personnel as required by the Permit. Cities of Calimesa, and La Canada Fllntridge - Mr. Klepke as part of the Ci Englneedng responsibility, administered the NPDES Programs for these citiety s. The Calimesa assignment involved review of the Riierside County permit 3 W \MLLDAN A-32 Page 19 I \A/ S.NMftApAPage 20 A-33 cM . City of Rosemead Professional Engineering Services David O. Knell, P.L.S. Vice President/Division Manager Surveying and Mapping Services ei Education Mr. David O. Knell has more than 37 years of experience in the surveying and s 1971, B.S., Cartography, mapping field. He has been responsible for a variety of mapping and ■ Boston University -Boston, construction jobs as well as performing surveys and acting as an expert MA witness in legal cases. His experience includes the supervision of field crews, y overseeing an office staff dealing with various survey projects, and extensive ® Civil Engineering and Land experience with local, state, and federal agencies. Mr. Knell has also done Surveying Gasses, considerable work with title companies and attorneys for a variety of jobs. California State University, Long Beach Specific Project Experience Registration Sir.ib isknMapping/MapChecldng/Boundary Analysis for Various Cities 1983, Professional Land _ Mr_ Knell has a wide range of experience preparing and checking subdivision Surveyor, Callfomia No. maps. As a contract checker for the Cities of Agoura Hills, Dana Point, Lake 5301 Forest, Bell Gardena, Paramount, and Cerritos, and a surveyor in private practice, Mr. Knell has been Involved in the preparation and checking of Affiliations numerous Parcel Maps and Tract Maps, A.L.TA Surveys, Records of Survey, Cal forma Land Surveyors Lot Line Adjustments, Parcel Map Waivers, Certificates of Compliance, and Association (CLSA) boundary determination. He also was responsible for preparing legal Southern California Experts descriptions and sketches for a wide range of easements involving utilities, air & Consultants space reservations, and construction projects. He has also worked with major utilities and title companies in determining easements and correcting defective legal descriptions. 37 Years Experience City of Santa Garfta, Whites B Soledad Canyon Improvement— Mr. Knell was the Phase Manager for the design survey portion of this project which Involved the provision of professional design services to prepare plans, specifications, and cost estimate (PS&E) for the construction of a right -tum pocket at Whites Canyon road and Soledad Canyon Road, Project No. C3010. Services included developing and preparation of plans and specifications, ' street widening arxt rehabilitation, relocate overhead utilities, signing and striping, street lighting and traffic control. City of Carson, 223rd Street Improvements — Mr. Knell was the Phase Manager for survey services of this project which involved the preparation of plans, specifications, and cost estimate (PS&E) for the 223rd Street Improvements, Lucerne Street to Alameda Street Project No. 1003. Services included developing a landscape master plan to create an identity for Auto Row, and preparation of plans and specifications, street widening and rehabilitation, landscape medians, signing and striping and traffic control. 1 I \A/ S.NMftApAPage 20 A-33 cM . C la Registratloi License: California Stat, Contractors C4 Certificate of Completion is Fiber Optic Theory AQA40 ant Professional Developmen Cert. form the Asphal Institut, 24 Years Experience City of Rosemead Professional Engineering Services Danny Ayala Senior Public Works Observer As a Senior Public Works Observer for Wlldan, Mr. Danny Ayala is responsible for the inspection of large-scale public works projects. His experience Includes over 24 years of public works construction experience including: assignments in administration and inspection of subdivisions; traffic signals, storm drains, sanitary sewers, ARHM overlays, conventional asphalt overlays, and street beautification projects with raised landscape medians and decorative parkway renovations. In addition, Mr. Ayala brings to Wllldan 19 years of experience in all areas of traffic signal Installation and Inspection. His traffic signal and public works Inspection experience Includes: • Inspection of traffic signal installations, preparation of punch lists, and coordination with contractors. • Coordinated the purchase of a wide variety of signal and electrical products. • Installation and maintenance of traffic signal controllers and equipment, fiber optic equipment and splice fiber-optic cable. • Inspection and installation of signal hardware, poles, streetlights, and signs. • Installation of conduits, pull boxes, wire, dud banks and vaults, and all necessary equipment. • Assistance in the development of plans and specifications for Caltrans, Cities, and various Government projects, • Negotiation and management of project change orders and contract modifications. • Preparation of Invoicing and certified payroll. • Assistance In the installation and inspection of telemetry systems. • Coordinate with Contractors, Caltrans, Cities, USA and Utility Companies. • Tracking and handling of contract quantities, changes, and correspondence. • Administration and inspection of subdivisions. • Inspection of sub division and capital improvement projects. Inspection of compaction of sub grade, and base grade materials. Inspection of traffic signal installation and modifications. Inspect the installation of storm drain, RCP, catch basin, box culvert, junction structures, transition structures Wet and outlet structures with wing wags. . Inspection of sewer systems and repair. Inspection of ARHM (Asphalt Rubberized Hot Mix) and conventional asphalt overlays. Inspection of new street construction from sub grade to final cap. Inspection of curb $ gutter, spandrels, cross gutter, sidewalk, and dmrvway approaches. Inspection of water main, fire hydrant, new meters, and hot tap installation. Inspection of grade elevations using a smart level, flow liner, peep site, and laser. A-34 Page 21 O O City of Rosemead Professional Engineering Services Thomas P. iGrk, P.E. Senior Engineer Education Air. Thomas P. Kirk P.E., As a Senior Engineer for WAldan, Mr. Thomas P. University of California, Los Kirks responsibilities Include contract administration and construction Angeles management, as well as labor compliance management for federally funded Bachelor of Science, Civil projects. He has served as resident engineer for many federally funded Engineering. projects in Los Angeles and Orange Counties. He frequently performs Specialty in Construction constructability review of contract documents to ensure a solid and enforceable Engineering Civil Structures contract for construction. Mr. Kirk was instrumental in developing Witldan'sGraduate Study in Computer information Systems Pavement Management System (PMS). His expertise is frequently for Computer Programming, street improvement projects, for which Mr. Kirk participates as a pavement Certificate consultant engineer. He has researched and monitored the asphalt -rubber industry towards development of state-of-the-art specifications and quality Registration control. Additionally, he has provided other dty engineering support services, RCE, California, No. 31843 such as Mello -Roos, and other assessment districts, and developer impact fee program information. Affiliations American Public Works Association Asphalt Road Recyclers Association Street Superintendents and Maintenance Association 28 Years Experience Prior to joining the Willdan team, Mr. Kirk served 3 years as city engineer and director of public works for the City of Sierra Madre. His duties involved full responsibility for management of the Water Department. He also served as the building official and managed a number of City building projects and public works construction projects. Prior to that, he served in design and project management capacities Working for the City of Industry. During the City of Industry's period of fast growth, he coordinated private industrial tract developments in conjunction with comprehensive public works Infrastructure Improvements. Additionally, Mr. Kft has held several positions with private engineering consulting firms, including private site development, structural design, and wastewater treatment. Relevant Project Experience City of Rancho Palos Verdes, PASS Report 2006 Update— Mr. Kirit was the Project Engineer of this project which involved the update of ft. CIt7/s MlcroPaver Pavement Management System to Wilidan's MicroPaver PMS, including cyclical budgets for eight zones plus arterial system, using W illdan's electronic data gathering system. A complete report with mapped exhibits is Included, plus full linkage to City's GIS system. Various Cities, Pavement Management Consultant Services - Mr. Kirk was instrumental in developing the Willdan's computerized PMS. The system incorporated all possible pavement strategies, including asphalt -rubber overlays and intedayers. He has implemented this system in the following Cities: • Agoura Hills • Bellflower • Bell C3rdens • Paramount • Rolling Hills Estates • Rosemead • Seal Beach Soft N A-35 Page 22 City of Rosemead Professional Engineering Services Rex B. Miller Sr. GIS Analyst Education Mr. Rex Oiler has 14 years of experience as a civil engineer and 8 years BS, Civil Engineering, experience providing technical support to civil engineering software users. He University of Texas at currently serves as Sr. GIS Analyst and coordinates all GIS -related activities at Arlington Wdidan. He uses GIS to support administration, planning and management activities of government agencies. He has experience in linking spreadsheets Registration and databases to interact with GIS. In addition, Mr. Miller provides GIS Engineer -min -Training (EIT) consulting, training and staffing throughout the Wilklan Group of Companies Texas State Board of (WGI). Registration for Professional PROJECT EXPERIENCE Engineers 14 Years Experience City of Rancho Palos Verdes — The City of Rancho Palos Verdes is approximately 13.7 square miles and has a population of 41,145. The storm drain system contains over 47.2 miles of pipe. Managed a project to update the City's storm drain GIS with data from 260 sets of construction drawings. Hyperlinked scanned construction plans to the corresponding stone drain features in the GIS. City of Whittfer— The City of Whittier encompasses 14.8 square miles and has a population of approximately 87,000. The City s water distribution system Is comprised of approximately 147.9 miles of pipe, 3,437 valves, 974 fire hydrants and 54 water quality monitoring stations. Prepared a Water Distribution System GIS as part of a Water Master Plan Update. Used GIS to Import data from CAD drawings, calculate water demand, provide input data to hydraulic modeling software, and map locations of wells and water quality monitoring stations. City of Laguna Beach — Created automated mapping system to highlight parcels whose owners have been notified regarding required maintenance of their sewer laterals. A city staff person enters the parcel APN into a spreadsheet linked to the GIS. The next time the GIS is opened, the Information in the spreadsheet updates the parcel map. City of Lakewood — Used GIS to update street network data for Pavement Management System (PMS). Prepared mobile GIS equipment for field data collection. Linked data collection results to MicroPAVER database. Cifyof Fountain Valley— Prepared Street Sweeping Schedule Maps enabling queries to find the street sweeping day for any parcel in the city. Produced maps for dissemination to the public at the City Hall front counter and on the city's web site. WILLDAN A-36 Page 23 �A/ s.a r App I City of Rosemead Professional Englneering Services Vincent P Ip, P,E., G.E. Vice President and Principal Geotechnical Engineer Education llfr. Vincent Jp has more than 20 years of hands-on experience. in the M.S., Geotechnicai environmental and geotechnical engineering fields. He has successfully Engineering, university of managed and completed many projects in both public and private sectors that Pittsburgh, Pittsburgh, included landfills, military base cleanup and pollution abatement, water and Pennsylvania. wastewater facilities, grade separations, road widening, commercial and B.S., Chu Hat College, Hong industrial buildings, public schools, and essential service buildings. He also Kong, SAR, China has extensive experience in today's urban infill mixed-use development projects that often consist of mid- and high-rise building with multi of levels of Registration basemenL His area of technical expertise includes ground motion study, Registered Civil Engineer, liquefaction analysis, conventional shallow and deep foundation design and Arizona, California, Hawaii, retrofit, Load and Resistance Factor Design (LFRD) method for highway bridge Oregon, and Washington; substructures design, shoring design, and ground Improvement methods. He Registered Geotechnical is actively Involved with the newly formed Foundation and Lateral Pressure Engineer, California Subcommittees In the Structural Engineers Association of Southern California (SEOSC) to promote the LFRD design method for building foundafions. His Affiliations well-rounded background enables him to provide practical solutions to both American Society of Civil complex and day -today Issues related to environmental and geotechnical Engineers engineering. Structural Engineers Relevant Project Experience Association of Southern California (SEAOSC) Earthquake Engineering Caltrans District 71feadquarters, Los Angles CA: Project Manager for this Research institute (EERO award-winning $175 million design/build project at the Intersection of First and Main Streets in downtown Los Angeles. The building is 14 -story above street grades and consists of 4levels of basement parking with footprints immediately against the adjacent streets. Excavation of the subterranean parking extended to approximately 60 feet below street grade. A temporary shoring.system consisted of soldier beam and lagging were used to support the streets during excavation of the subterranean parking. More than 700 tiebacks were installed to provide additional support of the shoring system. Recommendations were provided for the foundation system consisting of conventional shallow footings to support the building with column load exceeding 2200 kips. Both static and dynamic earth pressure were provided for designing the basement walls. A gravity flow sub -floor groundwater removal system capable of removing up to 250 gpm was designed to remove unknown groundwater source encountered during construction. The design and construction of the system did not cause delay of the construction schedule. RenBe and Henry Segerstrom Concert Hall, Costa Mesa, CA: Project Manager for this recently completed $200 million award-winning project The planning for this project started in the late 90s. The building consisted of a seven -level building with a 20 -foot deep basement. The presence of highly compressible clay at the basement level and shallow groundwater posed major geotechnical issues for this project Due to the high groundwater, the basement of the building was designed to function as a "boat' and thus is subject to permanent hydrostatic uplift pressure. Removing groundwater was not considered prudent for this site because of presence of contaminated groundwater and the Increasingly stringent environmental regulations for disposal of groundwater. WILLDAN A-37 Page 24 EXHIBIT B COMPENSATION RATES AND REIMBURSABLE EXPENSES L -x �WILLDAServing Public �N Mr. Chris Marcarello Administrative Services Officer City of Rosemead 8838 Valley Boulevard Rosemead, CA 91770 40 13191 Crossroads Partway North, Suite 405 Industry, California 91746-3497 562/90&6200 fax 562/695-2120 www.willdamoom Subject: Cost Proposal for Professional Engineering Services for the City of Rosemead Dear Mr. Marcarello: Willdan is pleased to submit this cost proposal to provide professional engineering services as identified in our technical proposal. Should you have any questions regarding the following cost proposal, please contact me at (562) 908- 6214. Respectfully submitted, WILLDAN We, 4�.e William C. Pagett, P.E. Senior Vice President Enclosure Minh 95610-0 W1 1301P"lf H-2 0 0 FEE PROPOSAL METHOD OF COMPENSATION The method of compensation for each type of service is as follows: General Engineering Services - For all general engineering services, excluding plan checking, the compensation is proposed to be on a time -and -materials in accordance with our effective Schedule of Hourly Rates. For plan checking services associated with subdivisions, the compensation is proposed to be an amount equal to 90% of the plan checking fees collected by the City. For development reviews not associated with a subdivision, such as reviews that are performed as part of the building peril process, the compensation is proposed to be on a time-and-matedals in accordance with our effective Schedule of Hourly Rates. GIS Management - For all GIS management services, the compensation is proposed to be on a 6rce-and- materials in accordance with our effective Schedule of Hourly Rates. Traffic Engineering - For all regular traffic engineering services, the compensation is proposed to be on a time -and -materials basis in accordance with our effective Schedule of Hourly Rates. Capital Improvement Program - Compensation for design, design surveying, construction surveying, construction observation and contract administration for public works projects is proposed to be a fixed fee amount equal to 18 percent of the estimated construction contract cost Utility Coordination, other Agency Coordination, Labor Compliance, and Geotechnical services will be compensated on a time -and -material basis in accordance with our effective Schedule of Hourly Rates, within a not -to -exceed limit. Pavement Management System — Compensation to perform this year's pavement management system update is proposed to be a foxed fee of $25,000. Compensation for future pavement management system updates will be for a foxed fee developed at the relevant time. Public Works Permits and Inspections - For public works permit . and inspection services, the compensation is proposed to be on a time -and -materials basis -in accordance with our effective Schedule of Hourly Rates. Maintenance Services - For maintenance services support, the compensation is proposed to be on a Ume- and-materials basis in accordance with our effective Schedule of Hourly Rates. Survey Services - For survey services, the compensation is proposed to be on a time -and -materials basis in accordance with our effective Schedule of Hourly Rates. Geotechnical Services - For geotechnical services, the compensation is proposed to be on a time -and - materials basis in accordance with our effective Schedule of Hourly Rates. B-3 Additional Services Additional services would generally be performed on a time -and -materials basis in accordance with our effective Schedule of Hourly Rates, within a mutually established budgeted amount or on a negotiated lump -sum amount as mutually agreed. Hourly Rates Schedule The Schedule of Hourly Rates included on the following page is effective until June 30, 2008, with the rates shown, including all overhead items, A new rate schedule will be published and become effective July 1, 2008, and annually thereafter, and all billings after the new effective date will reflect changes included in the new rate schedule, Willdan does not charge separately for rum -personnel items such as travel, mileage, telephone, and postage. 5ubconsultant services and reproduction expenses, including copying and blueprinting, are invoiced at cost plus 15 percent I MLLDAN Schedule of Hourly Rates .311vislon Manager .......................................................170.00 Principal Planner .................................................... City Engineer ......................................... --................170.00 170.00 Project Manager ........................................ _........ ...... 170.00 Program Manager .......:..............................................170.00 Senior Community Development Planner .................125.00 Supervising Engineer ................................................165.00 Associate Planner ......................................................110.00 Senior Engineer.........................................................140.00 Associate Community Development Planner ............ Senior Design Manager..........................................:..140.00 Assistant Community Development Planner.............100.00 DesignManager ........................................................130.00 Assistant Planner .......................................................100.00 Associate Engineer ....................................................130.00 Planning Technician ....................................................80.00 Senior Designer.........................................................125.00 Field Party (Two) .......................................... ............ Senior Design Engineer. 11 ..........................................125.00 Field Party (Three).....................................................285.00 Senior Design Engineer 1 ...........................................120.00 Designer11.................................................................115.00 DesignerI...................................................................110.00 Design Engineer 11 .....................................................115.00 DesignEngineer 1 ...........................:..........................110.00 Senior Drafter............................................................105.00 Drafter 11.......................................................................95.00 Drafter1........................................................................90.00 Technical Aide.............................................................80.00 CONSTRUCTION MANAGEMENT Principal Planner .................................................... Division Manager ....................... :......................... _.... 170.00 Project Manager ................................................... .... 170.00 Senior Construction Manager....................................150.00 Senior Community Development Planner .................125.00 Construction Manager...............................................140.00 Associate Planner ......................................................110.00 AssistantConstructioh Manager...............................115.00 Associate Community Development Planner ............ Utility Coordinator ......................................................120.00 Assistant Community Development Planner.............100.00 Labor Compliance Manager......................................115.00 Assistant Planner .......................................................100.00 Labor Compliance Specialist.......................................00.00 Planning Technician ....................................................80.00 INSPECTION SERVICES Supervising Public Works Observer..........................115.00 Senior Public Works Observer.............................105.00 Public Works Observer................................."95.00/105.00 Assistant Public Works Observer ...............:"95.00/105.00 SURVEYING Division Manager .......................................................170.00 Principal Planner .................................................... Supervisor - Survey & Mapping.................................150.00 Principal Community Development Planner ..............145.00 Senior Survey Analyst...............................................125.00 Senior Planner...........................................................125.00 Senior Calculator .......................................................115.00 Senior Community Development Planner .................125.00 Calculator 11...............................................................105.00 Associate Planner ......................................................110.00 Calculator I.....................I............................................95.00 Associate Community Development Planner ............ Survey Analyst 11 ........................................................110.00 Assistant Community Development Planner.............100.00 Survey Analyst 1...........................................................95.00 Assistant Planner .......................................................100.00 Survey Party Chief .....................................................110.00 Planning Technician ....................................................80.00 Field Party (One) ..............................................170.00 Field Party (Two) .......................................... ............ 225.00 Field Party (Three).....................................................285.00 Division Manager .......................................................170.00 Principal Landscape Architect ...................................145.00 Senior Landscape Architect.......................................120.00 Associate Landscape Architect..................................110.00 Assistant Landscape Architect ....................................95.00 BUILDING AND SAFETY Division Manager ................................. ..................... 170.00 Supervising Plan Check Engineer.............................145.00 Building Official.......:..................................................145.00 Plan Check Engineer.............................................:..135.00 Deputy Building Official..............................................135.00 Inspector of Record ...................................................135.00 Senior Plans Examiner..............................................120.00 Supervising Building Inspector..................................120.00 Plans Examiner....*.....................................................110.00 Senior Building Inspector..........................................:110.00 Supervisor Code Enforcement ...... ...........................110.00 Building Inspector ...................................... "100.00/105.00 Supervising Construction Permit Specialist...............100.00 Senior Construction Permit Specialist .........................95.00 Senior Code Enforcement Of eer................................90.00 Assistant Building Inspector.........................."90.00/105.00 Code Enforcement Officer..................................:........75.00 Construction Permit Specialist.....................................75.00 Assistant Construction Permit Specialist .....................80.00 Plans Examiner Aide ...................................................70.00 Assistant Code Enforcement Officer ......:....................65.00 PLANNING Division Manager .......................................................170.00 Principal Planner .................................................... _..145.00 Principal Community Development Planner ..............145.00 Senior Planner...........................................................125.00 Senior Community Development Planner .................125.00 Associate Planner ......................................................110.00 Associate Community Development Planner ............ 110.00 Assistant Community Development Planner.............100.00 Assistant Planner .......................................................100.00 Planning Technician ....................................................80.00 Community Development Technician ..........................80.00 ' ADMINISTRATIVE Computer Data Entry ................................. ................. fo.00 Clerical.........................................................................60.00 Word Processing .........................................................60.00 Personal Computer Time.............................................25.00 Mileage reimbursement will be charged at the current Federal gulde0ne rate at the time of billing. Vehicles vefll be charged at a monthly rate of $500.00. Aadltionat baling aassincatlons may be added to me above usting ounng we year as now pdsmonts are Reared. lAnsunaann In con nectlon vAlh Ilagation and court appearances wN be Quoted separarely. The above schedule Is for stralgM time. Overtime will be dmMed at 125 limas, and Sundays and holidays, 1.70 times the standard rates. Blueprinting, reproduction, messenger services, and printing w10 be Invoiced at cost plus fifteen percent (15%L A subconsultant management fee of fdteen percent (15%) will be added to the direct cost of all subconsuttsrtt services to provide for the cost of admlMetration, cortsultation, and 000ndbtation. Valid July 1. 2007 thru June 30. 2000 B-5 9 0 EXHIBIT C INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance.- Commercial nsurance.Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent.. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1:,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specked for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self- insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf" basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $ per occurrence. C-1 0 Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of"the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating. of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third parry general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability. of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. C-2 9 0 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review,,. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Consultant, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or selfinsured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the -Consultant ninety (90) days advance written notice of such change. If such change results in substantial C-3 (` 9 E additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15.Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of speck coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- . inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. C-4 0 • 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be.no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. C-5