CC - Item 4C - On-Call Engineering ServicesE M 6
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0 RATED
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ROSEMEAD CITY COUNCIL
STAFF REPORT
TO: THE HONORABLE MAYOR AND CITY COUNCIL
FROM: OLIVER CHI, CITY MANAGER
DATE: MAY 27, 2008
SUBJECT: APPROVAL OF PROFESSIONAL SERVICES AGREEMENTS FOR
ON-CALL ENGINEERING SERVICES
SUMMARY
On April 22, 2008, the City Council approved the City's proposal to provide engineering
services using a combination of in-house staff and outside private engineering firms. As
the work load requires, staff will utilize these engineering firms to perform design
services, traffic engineering studies, public works inspection services, geotechnical
services, survey work, management reports, and special analyses. The attached on-
call professional services agreements will provide the City with flexibility and the ability
to obtain multiple bids for services on a project by project basis. Each agreement is
proposed for a two-year period with a City option for three one-year extensions.
Staff Recommendation
Staff recommends that the City Council approve the attached professional services
agreements with AAE Inc., ECM Group, Kimley-Horn and Associates, and Willdan to
provide as needed on-call engineering services and authorize the Mayor and City Clerk
to execute the agreements.
DISCUSSION
On-call agreements allow staff to retain specialized services that are regularly needed
for various projects. Fees for these services are set for a specific period of time and are
typically adjusted annually to account for changes in the Consumer Price Index. Many
cities utilize these types of agreements to help supplement City staff with additional
expertise on large, detailed projects. Staff has worked with AAE Inc., ECM Group,
Kimley-Horn and Associates, and Willdan to develop on-call agreements that will be
used over the next two years, with three optional one-year extensions.
AAE Inc., ECM Group, Kimley-Horn and Associates, and Willdan responded to the
City's request for proposal for professional engineering services and are qualified to
perform engineering work. Staff will utilize each firm to perform general engineering
services, special studies, and assistance with roadway capital projects. Attachment 1 is
APPROVED FOR CITY COUNCIL AGENDA: 0 -
City Council Meeting
May 27, 2008
Page 2 of 3
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a fee schedule for each firm. The City will be billed for services based on hourly rates
set forth in these fee schedules.
Engineering Services Experience
In the City's request for proposal, firms were asked to provide. information related to
experience providing engineering services in other communities. A brief overview of
each firm was obtained from the proposals submitted to the City in April 2008.
AAE, Inc: Firm has provided multi-disciplinary engineering services to cities throughout
Southern California since 1994. AAE currently provides services for the cities of La
Puente, Montebello, Bell Gardens, Maywood, Glendora, Temple City and Norwalk and
project engineering services to several local cities.
ECM Group, Inc.: Firm has provided consulting engineering services since 2001. ECM
currently provides services for the cities of Cudahy, Coachella and South El Monte.
Kimley-Horn and Associates, Inc.: Firm has provided multi-disciplined engineering
services since 1967 and has 63 offices nationwide, including 4 in Southern California.
Kimley-Horn currently provides services for the cities of West Covina, Agoura Hills,
Glendale, Burbank, and Corona among others and project engineering services to
several local cities.
Willdan, Inc.: Firm currently provides engineering services in Rosemead and has forty-
four years of experience. Willdan currently provides services for the cities of Anaheim,
Indian Wells, Lakewood, Paramount, and La Canada Flintridge, among others and
project engineering services to several local cities.
FINANCIAL REVIEW
The proposed Fiscal Year 2008-2009 budget includes approximately $500,000 for
contract engineering-related work, including $225,000 in the City's operational budget
and $275,000 in the capital programs budget. Those monies are budgeted throughout
a variety of funding sources including the general fund ($125,000), the RDA fund
($125,000), and the gas tax fund ($250,000).
• 0
City Council Meeting
May 27, 2008
Paqe 3 of 3
Kep d byarcarello
Deputy Public Works Director
aeki
nt City Manager
• ATTACH
HOURLY RATE SCHEDULE
AAE, Inc. - As of April 1, 2007
ENT 1 •
A-Am
- - e
J
Principal in Charge
$200
Interim City Manager
$175
Assistant/Deputy City Manager
$145
Ilk
Civil Engineering
Project Manager
$150
Program Management
Geo-Technical Engineer
$160
Senior Engineer
$135
project Director
$140
Plan Checker
$99
Program Manager
$120
Engineering Associate
$95
Program Supervisor
$99
Engineering Assistant
$85
Sr. Program Coordinator
$90
Engineering Technician
$80
Program Coordinator
$80
'
CAD Manager
$110
Program Assistant
$65
CAD Operator
$80
Municipal Engineering Support
Traffic Engineering
City Engineer
$135
Principal Engineer
$195
City Traffic Engineer
$135
Senior Traffic Engineer
$145
Deputy Engineer
$130
~i
Traffic Engineer
$135
Dep. City Traffic Engineer
$130
Plan Checker
$99
Engineering Manager
$125
_
Engineering Associate
$99
Plan Checker
$99
Engineering Assistant
$85
~
Engineering Technician
$80
I Public Relations
CAD Manager
$110
CAD Operator
$80
PR Project Principal
$140
Transit Planner
$99
PR Project Manager
$120
PR Coordinator
$80
Surveying
PR Assistant
$65
Graphic Designer
$99
Surveyor Party Chief
$150
Market Research Coordinator
$75
Survey Crew - 2 person
$210
Market Research Assistant
$65
I
Survey Crew - 3 person
$255
Media Relations Manager
$130
Survey Analyst
$120
Web Programming
$99
I
Plan Checker (Subdivision & Survey Document) $120
Illustration
$99
I
I
C~ obstruction Management
Building
B~_g & Safety
Construction Manager
$145
Building Official
$135
Resident Engineer
$140
Plan Check Engineer
$130
Scheduler/Controller
$110
Senior Building Inspector
$85
Senior Inspector
$85
Building Inspector
$75
Inspector
$75
Technician
$60
Technician
$60
Clerical
Other Charges
-
Organizer/Supervisor
$75
I
Delivery
$55
Clerk Typist
$60
Mileage
$0.59/Mile
Travel
Cost + 15%
I
Reimbursements
Cost + 15%
Additional billing classifications may be added to the above list throughout the year as new positions are created. The above schedule is for straight
time. Overtime will be charged at 1.5 times. Sundays and holidays are charged at 2.0 times the standard time.
ECin
group
1910 W. Sunset Blvd Suite 850
Los Angeles, CA 90026
(213) 353-9438
Fee Proposal
A. Plan Check Services
ECM will charge 70% of the plan checking fees that is collected by the City of each project. City will
keep 30%, resulting in more revenues for the city today for overhead and administration services.
B. Hourly Rates
Traffic Engineering - $125.00 Per hour
D. Engineerinq Design Services based on time and materials
ECM Rate Schedule
Principal
$ 145.00
Per hour
City Engineer
$ 125.00
Per hour
Project Manager
$ 110.00
. Per hour
Senior Engineer
$ 95.00
Per hour
Design Engineer
$ 85.00
Per hour
Engineering Inspector
$ 75.00
Per hour
Tech/Cad
$ 65.00
Per hour
Engineering Support Service
$ 55.00
Per Hour
(Project Controls Administrative)
Also, alternative fee could be a percentage of the construction costa
3
PROFESSIONAL
ENGINEERING
SERVICES
A
0
n
0
a
city of tosemead
Fee Proposal
If selected, Kimley-horn will prepare a detailed fee proposal for each specific project we are assigned as part of our
contract with the City. Below you will find our current billing rates.
Billing Rates
Kimley-Horn and Associates, Inc.
Etiecft January 1, 2008 through December 31, 2008
Classification ................................Labor Rate
Technician $65
Designer
$115
Analyst I
$120
Analyst II
$120
Engineer/Planner
$160
Senior Engineer/Planner
$195
Project Manager
$195
Senior Project Manager $195
Principal $195
Clerical $85
An allocation charge (currently at 6.15%) will be added to the labor fee shown above to cover routine expenses, such
as local mileage, copying, fait, mail, telephone, in-house blueprinting, etc.
A $25/hour cost will be charged for engineering software computer usage. Overtime work is charged at 1.5 times the
normal billing rate for non-exempt staff.
Billing rates are subject to change January 1, 2009.
C]Mn IGMCpHom 8810039.08
and Amcktes, dic
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WILLDAN
Schedule of Hourly Rates
Effective Jul 1 2007 to June 30, 2008
4GINEERING LANDS
)ivision Manager
...........................170.00
City Engineer
...........................170.00
Project Manager
...........................170.00
Program Manager
...........................170.00
Supervising Engineer
...........................155.00
Senior Engineer
...........................140.00
Senior Design Manager
...........................140.00
Design Manager
...........................130.00
Associate Engineer
...........................130.00
Senior Designer
...........................125.00
Senior Design Engineer 11
...........................125.00
Senior Design Engineer 1
...........................120.00
Designer 11
...........................115.00
Designer I
...........................110.00
Design Engineer 11
..................:........115.00
Design Engineer I
...........................110.00
Senior Drafter
...........................105.00
Drafter II .
.............................95.00
Drafter 1
.............................90.00
Technical Aide
.............................80.00
CONSTRUCTION MANAGEMENT
Division Manager
............170.00.
Project Manager
............170.00
Senior Construction Manager
............150.00
Construction Manager
............140.00
Assistant Construction Manager
............115.00
Utility Coordinator
............120.00
Labor Compliance Manager
............115.00
Labor Compliance Specialist
..............90.00
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
Supervisor - Survey & Mapping
................150.00
Senior Survey Analyst
................125.00
Senior Calculator
................115.00
Calculator II
................105.00
Calculator I
..................95.00
Survey Analyst 11
................110.00
Survey Analyst 1
..................95.00
Survey Party Chief
................110.00
Field Party (One)
..............170.00
Field Party (Two)
................225.00
Field Party (Three)
................285.00
ARCHITECTURE
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 Officer
.................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
.......................60.00
Clerical
.......................60.00
Word Processing..
60.00
Personal Computer Time
.......................25.00
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 Waae Proiect. Use $105.00
Additronal billing clawtieations may be added to the above listing during the year as new positrons are created. Gonsunabon in connection wth 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, 2007 thru June 30, 2008
• ATTACHMENT 2 •
CITY OF ROSEMEAD
PROFESSIONAL SERVICES AGREEMENT
FOR ON-CALL PROFESSIONAL ENGINEERING SERVICES
PARTIES AND DATE.
This Agreement is made and entered into this 15t 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 place of business at 8838 E. Valley Blvd., Rosemead, California
91770 ("City") and [Name of Company], a [type of business; corporation; limited liability
company; etc.] with its principal place of business at [address] ("Consultant'). City and
Consultant are sometimes individually referred tqA&ein as "Party" and collectively as
"Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume rd'
professional services required by the City on the tern
Agreement. Consultant represents that it is exper
engineering services to public clients, is licensed in the
with the plans of City. Agah,
3. TERMS.
3.1 Scope
ibility for the provision of certain
and conditions set forth in this
ed in providing professional
a 'o California, and is familiar
3.1.1 Genera 'Scope of Services. Consultant promises and agrees to
furnish to the City all labor, a__ ials, tools, equipment, services, and incidental and
customary work necessary to fut6y; nd adequately supply the professional engineering
services necessary for the Project ("Services"). The Services are more particularly
described in Exhibit "A" attached hereto and incorporated herein by reference. All Services
shall be subject to, and performed in accordance with, this Agreement, the exhibits
attached hereto and incorporated herein by reference, and all applicable local, state and
federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from June 1, 2008 to June
1, 2009, 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 complete the
Services within the term of this Agreement, and shall meet any other established schedules
and deadlines.
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Page 2 of [insert last page of agreement]
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor
basis and not as an employee. Consultant retains the right to perform similar or different
services for others during the term of this Agreement. Any additib~nal personnel performing
the Services under this Agreement on behalf of Consultant al 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 e • pe so nel in connection with
their performance of Services under this Agreement an as req ~ ed by law. Consultant
shall be responsible for all reports and obligations respecting such a ditional personnel,
including, but not limited to: social security taxes, income tax withhol i unemployment
insurance, disability insurance, and workers' compensation insurance.
3.2.2 Schedule of Services.
expeditiously, within the term of this reem
Services set forth in Exhibit "B" a c ed hi
Consultant represents that it has the profeq
perform the Services in conforman a wit
Consultant's conformance with the Sche ule
in a timely manner. Upon request of F ity
schedule of anticipated performance to mee
Consultant shall perform the Services
t, and in accordance with the Schedule of
to and incorporated herein by reference.
onal and technical personnel required to
such conditions. In order to facilitate
ity s a hres and to Consultant's submittals
Snnsultan s all provide a more detailed
ie Schedule of Services.
3.2.3 Conformance to Appl
Consultant shall be subject to the approval
Requirements. All work prepared by
2 ubstitution of Key Personnel. Consultant has represented to City that
cert in ey personnel will perform and coordinate the Services under this Agreement.
ShoWd one or more o such personnel become unavailable, Consultant may substitute
other p r nnel of at least equal competence upon written approval of City. In the event
VAM
that City a " (Consultant cannot agree as to the substitution of key personnel, City shall be
entitled to ter mate this Agreement for cause. As discussed below, any personnel who fail
or refuse to p dorm he ervices in a manner acceptable to the City, or who are
determined by th 'Cdy--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: [insert Names].
3.2.5 City's Representative. The City hereby designates [insert Name or
Title], 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.
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[insert Name of Company]
Page 3 of [insert last page of agreement]
3.2.6 Consultant's Representative. Consultant hereby designates [insert
Name or Title], 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; Perf5 ance of Employees. Consultant shall
perform all Services under this Agreement in skillful an ca petent manner, consistent
with the standards generally recognized as being=e pl yed by professionals in the same
discipline in the State of California. Consultant rep ese is and maintains that it is skilled in
the professional calling necessary to perform the Se ':ices. Consultant warrants that all
employees and subcontractors shall have sufficient skit and experience to perform the
Services assigned to them. Finally, Consultant represe is that it, its employees and
subcontractors have Aalllic uses, pe rmits, qualifications and approvals of whatever nature
that are legally requp. rform the Services, including a City Business License, and
that such licenses ppro Is shall be maintained throughout the term of this
Agreement. As rovided for in the indemnification provisions of this Agreement,
Consultant shall p dorm, at its • n cost and expense and without reimbursement from the
City, any services ne , ssar~ to eorre rrors or omissions which are caused by the
Consultant's failure to co Iywith the s radar of care provided for herein. Any employee
of the Consultant or its sub onsultants who is determined by the City to be uncooperative,
incompetent, a threat to the dequate or timely completion of the Project, a threat to the
safety of persons or property, or ny 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
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[insert Name of Company]
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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 applica a shall include, but shall not be limited to:
(A) adequate life protection and lifesaving equipment andpprocedures; (B) instructions in
accident prevention for all employees an bcontracfor"s, such as safe walkways,
scaffolds, fall protection ladders, bridges, ga planks confined space procedures,
trenching and shoring, equipment and other sa ety devices, equipment and wearing
apparel as are necessary or lawfully required to pre e. accidents or injuries; and (C)
adequate facilities for the proper inspection and mainte ce of all safety measures.
3.3 Fees and Pavments.
3.3.1 &o pensati'n. Consultant shall receive compensation, including
authorized reimb rsements, for all=Services rendered under this Agreement at the rates set
forth in Exhibit C ched here #o and incorporated herein by reference. The total
compensation shall t exceed [in a ritten dollar amount] ($[insert numerical dollar
amount]) without advan en approval° he city manager's [replace 'city manager'
with `City Council' for amounts over $25,000] project manager. Extra Work may be
authorized, as described be , and if authorized, will be compensated at the rates and
manner set forth in this Aareemen
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,
[insert Name of Cony] •
Page 5 of [insert last page of agreement]
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 b to performed as part of an
applicable "public works" or "maintenance" project, as d fined by the Prevailing Wage
Laws, and if the total compensation is $1,000 or more = onsui ant agrees to fully comply
with such Prevailing Wage Laws. City shall provid Consu n with a copy of the
prevailing rates of per diem wages in effect at the commencementso this Agreement.
Consultant shall make copies of the prevailing rates of per diem wage for each craft,
classification or type of worker needed to execute the Services availa a to interested
parties upon request, and shall post copies at the Consultant's principal placeof 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 fa ure to comply with the Prevailing Wage Laws.
3.4 Accounting Records.
3.4.1 Maintenance and In eefion. ConsuiLant shall maintain complete and
accurate records with respect to all costs ad' ---penses incurred under this Agreement. All
such records shall be clearly identifiable. G ultant shall allow a representative of City
during normal business hours to examine, a dit, and make transcripts or copies of such
records and any other documents created pu suant to this Agreement. Consultant shall
allow ins ection of all work, data, documents, proceedings, and activities related to the
Agreem n fo eriod of three (3) years from the date of final payment under this
General
1 Ter ination of Agreement.
f5 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
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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 provideNn writing or this purpose:
CO
CIT
Such noti(
forty-eight (48) 1
addressed to the
notice on the dat
3.5
less Unit
elivered or when mailed,
iss postage prepaid and
hall be deemed adequate
thod of service.
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
(insert Name of Cony] •
Page 7 of [insert last page of agreement]
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 becom _ nown, to the related industry shall be
eopw
deemed confidential. Consultant shall not use it
y;s name or insignia, photographs of the
Project, or any publicity pertaining to the S ices or the P oject in any magazine, trade
paper, newspaper, television or radio produc 'Qne or other imilar medium without the prior
written consent of City
3.5.4 Cooperation; Further Acts. The sties shall fully cooperate with one
another, and shall take any additional acts or sign any ditional documents as may be
necessary, appropriate or convenient to attain the purpos o this Agreement.
3.5.5 Attme 7s Fees. If either party commences an action against the other
party, either legal, Wnistral or otherwise, arising out of or in connection with this
Agreement, the p vailrng party i such litigation shall be entitled to have and recover from
the losing party re sonable alto ne 's fees and all other costs of such action.
AM Indemnification. 7 'e Ilest extent permitted by law, Contractor
shall defend, 'ndemnify and hold the City, its officials, officers, employees, volunteers, and
age is free and ha less from any and all claims, demands, causes of action, costs,
exp ses, liability, loss, damage o injury, in law or equity, to property or persons, including
wrong death, in any m nner arising out of, pertaining to, or relating to any negligence,
errors or missions, recklessness, or willful misconduct of Contractor, its officials, officers,
employees, gents, consultants, and contractors arising out of or in connection with the
performance of the Co ractor's Services, including without limitation the payment of all
consequential damag s expert witness fees, and attorneys fees and other related costs
and expenses. Contactor 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
[insert Name of Co• ny] •
Page 8 of [insert last page of agreement]
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 b ,governed by the laws of the
State of California. Venue shall be in Los Angeles Count
3.5.9 Time of Essence. Time is of the esnce fo a h and every provision
of this Agreement.
3.5.10 City's Right to Employ Other Consultants. City r serves right to
employ other consultants in connection with this Project.
3.5.11 Successors an Assigns. This Agreement shall be binding on the
successors and assigns of the partre .
3.5.12 Assignment or Transfer"rConsultant shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without -10
the prior written consent of the City. An attemp to do so hall be null and void, and any
assignees, hypothecates or transferees sh Il;acquire no right or interest by reason of such
attempted assignment, hypothecation or tr sfer.
3.5.13 Construction; References, Captions. Since the Parties or their agents
havyeop"'O 'gated fully in the preparation of this Agreement, the language of this Agreement
shastrued simply,according to its fair meaning, and not strictly for or against any
Part term r er ncing time, days or period for performance shall be deemed
cal nda days and not" ork days. All references to Consultant include all personnel,
employees agents, and subcontractors of Consultant, except as otherwise specified in this
Agreement. All referencesto City include its elected officials, officers, employees, agents,
and volunte r except a 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, a gme,r t, 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.
[insert Name of Cony] •
Page 9 of [insert last page of agreement]
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 feeeisl~ M ission, percentage, brokerage fee,
gift or other consideration contingent upon ng from the award or making of this
Agreement. Consultant further agrees or 4n,,
Icause its employees or
subconsultants to file, a Statement of Econo is Interest h the C
ity's Filing Officer as
required under state law in the performance of th .Serve e. or breach or violation of this
warranty, City shall have the right to rescind this Ag Bement without liability. For the term
of this Agreement, no member, officer or employee o $City, during the term of his or her
service with City, shall have any direct interest in this Agree ent, or obtain any present or
41
anticipated material benefit arising therefrom.
3.5.19E al o unity Employment. Consultant represents that it is an
equal opportunity a ployer a d it shall not discriminate against any subcontractor,
employee or app QW1.,lor emKPCo because of race, religion, color, national origin,
handicap, ancest ex or agon-discrimination shall include, but not be limited
to, all activities relatedato initi ent~upgrading, demotion, transfer, recruitment or
recruitment advertising ~iayoffior term iriatio , eonsultant shall also comply with all relevant
provisions of City's Minori Business Enterprise program,.Affirmative Action Plan or other
related programs or guidelineswcurrently in effect or hereinafter enacted.
3.5.20 Labor Ce f'cation. 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.
[insert Name of Co• ny] •
Page 10 of [insert last page of agreement]
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]
[insert Name of Co• ny]
Page 11 of [insert last page of agreement]
CITY OF ROSEMEAD
By:
City Manager [UNDER $25,000]
OR Mayor [OVER $25,000]
Attest:
Gloria Molleda
City Clerk
Approved as to Form:
Garcia Calderon Ruiz, LLP
City Attorney
02108
Documentl
[INSERT NAME OF CONSULTANT]
By:
[If Corporation, TWO
OR Vice President
CORPORATE SEAL
REQUIRED]
OF
President
rv. AND
Title:
EXHIBIT A
SCOPE OF SERVICES
[insert scope]
A-1
EXHIBIT B
SCHEDULE OF SERVICES
[insert schedule]
B-1
EXHIBIT C
COMPENSATION
[insert rates & authorized reimbursable expenses]
C-1
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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
Commercial General Liability Insurance u
General Liability" policy form CG 00 01 or
paid in addition to limits. There shall be no
one insured against another. Limits are
$1,000,000 per occurrence.
of insurance:
Services Office "Commercial
Ignt. Defense costs must be
elusion for claims or suits by
w but in no event less than
Business Auto Coverage on ISO Business Auto CoverageCA 00 01 including symbol
1 (Any Auto) or the exact a uivalent. Limits are subject to revie , but in no event to be less
that $1,000,000 per acoden . Consultant owns no vehicles, this requirement may be
satisfied by a non-owe oauto endorsement to the general liability policy described above.
If Consultant or Cor sf ultant's employees will use personal autos in any way on this project,
Consultant shall pr vide evidence of personal auto liability coverage for each such person.
Workers Compensatio on a-state-apps ved • olicy 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 Insurar a (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 $ 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
D-1
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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 r vided to comply with this Agreement shall
prohibit Consultant, or Consu
tq, nt's toyees, or agents, from waiving the right
00 m
of subrogation prior to a loss. Cwultan gr es to waive subrogation rights
against City regardless of the ap licability, an insurance proceeds, and to
require all contractors and subcon ast s to do li wise.
3. All insurance coverage and limits pro i ed 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
t e Cityror its~operations limits the application of such insurance coverage.
of the coverages required herein will be in compliance with these
aments if tho include any limiting endorsement of any kind that has not
first submittedgto City and approved of in writing.
5. No liab ty policy shall contain any provision or definition that would serve to
eliminate so-calle "third party action over" claims, including any exclusion for
bodily inju o 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
endorsement to Consultant's general liability policy, shall be delivered to City at
D-2
• •
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 3 days notice to City of
any cancellation of coverage. Consultant agrees to req ire its insurer to modify
such certificates to delete any exculpatory wording at'ng that failure of the
insurer to mail written notice of cancellation impo a no obligation, or that any
party will "endeavor" (as opposed to being req {ed) to comply with the
requirements of the certificate. IL,
9. It is acknowledged by the parties of this agreement that all insure coverage
required to be provided by Consultant or any subcontractor, is inte ded to apply
first and on a primary, noncontributing basis in relation to any other insurance or
self insurance available to Citv.
10. Consultant agrees to ensure tha
with the project who is brough c
provide the same minimum ins
Consultant agrees to monitor ar
responsibility for ensuring that s
requirements of this section. Co
agreements with subcontractors
submitted to City for review.
and any other party involved
in the project by Consultant,
required of Consultant.
ill ssh co erage and assumes all
.hrage is p vided in conformity with the
agrees that upon request, all
ers engaged in the project will be
11. Consulganntra rees not to self-insure or to use any self-insured retentions or
eductibles . n ny portion of the insurance required herein and further agrees
that it will not al ow any contractor, subcontractor, Architect, Engineer or other
entity or person i any way involved in the performance of work on the project
contemplated by t is agreement to self-insure its obligations to City. If
Consu ants existing overage includes a deductible or self-insured retention,
the de uctible or self-insured retention must be declared to the City. At that time
the City shall revie options with the Consultant, which may include reduction or
elimination th deductible or selfinsured retention, substitution of other
coverage, or of er 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. _
13. For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking any
D-3
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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 polici
during the term of this Agreement hav =bee
policies providing at least the same uerac
been ordered shall be submitted prior to exi
from Consultant's insurance agent to this ej
insurance and/or additional insured endors<
specifications applicable to the renewing or
City within five days of the expiration of the
17. The provisions
obligations of (
to use any stdt
and
18. Requirements `c
not intended as
waiver of any cc
to a given coverage fei
given issue, and is not
inclusive.
required herein expiring
renewed or replaced with other
pt such coverage has
coverage binder or letter
eatable. A certificate of
as required in these
must be provided to
' compensation or similar act will not limit the
~r this agreement. Consultant expressly agrees not
defenses under such laws with respect to City, its
or limits contained in this section are
on cove?age, limits or other requirements nor as a
-malty provided by any given policy. Specific reference
~Js for purposes of clarification only as it pertains to a
Qded by any party or insured to be limiting or all-
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
D-4
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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