2020/08/17 Geocon West, Inc. CIP 21-01 Material Testing & Geotechnical DocuSign Envelope ID: 1CFCC3E2-A8E1-4250-A53E-51A56A63232E
CITY OF MENIFEE
PROFESSIONAL SERVICES AGREEMENT
CIP 21-01 (MURRIETA ROAD STREET RESURFACING PHASE 1)
MATERIALS TESTING & GEOTECHNICAL SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT("Agreement") is made and effective
this 3 rd day of Novemb?,p20 ("Effective Date") by and between the CITY OF MENIFEE, a
California municipal corporation, ("City") and GEOCON WEST INC, a S Corporation
("Consultant"). City and Consultant may sometimes herein be referred to individually as a"Party"
and collectively as the "Parties."
SECTION 1. SERVICES.
Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to
City the services described in the Scope of Services,attached hereto as Exhibit A and incorporated
herein by this reference (the "Services"). Consultant will perform subsequent task orders as
requested by the Contract Administrator (as defined below), in accordance with the Scope of
Services. In the event of a conflict in or inconsistency between the terms of this Agreement and
Exhibit A, this Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on August 17,2020 and
shall end on June 30, 2021 unless the term of this Agreement is otherwise terminated or extended
as provided for in Section 8. The time provided to Consultant to complete the Services required
by this Agreement shall not affect City's right to terminate this Agreement, as provided for in
Section 8.
1.2 Standard of Performance. Consultant represents and warrants that Consultant is a
provider of first class work and services and Consultant is experienced in performing the Services
contemplated herein and, in light of such status and experience, Consultant shall perform the
Services required pursuant to this Agreement in the manner and according to the standards
observed by a competent practitioner of the profession in which Consultant is engaged in the
geographical area in which Consultant practices its profession and to the sole satisfaction of the
Contract Administrator.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to
perform the Services pursuant to Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons, Consultant
shall, immediately upon receiving notice from City of such desire of City, reassign such person or
persons.
1.4 Time. Consultant shall devote such time to the performance of the Services
pursuant to this Agreement as may be reasonably necessary to satisfy Consultant's obligations
hereunder.
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1.5 Authorization to Perform Services. Consultant is not authorized to perform any of
the Services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
SECTION 2. COMPENSATION.
City hereby agrees to pay Consultant a sum not to exceed SEVEN THOUSAND SIX
HUNDRED TWENTY SIX DOLLARS AND ZERO CENTS ($7,626.00) not withstanding
any contrary indications that may be contained in Consultant's proposal, for the Services to be
performed and reimbursable costs incurred under this Agreement. In the event of a conflict
between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement
shall prevail. City shall pay Consultant for the Services rendered pursuant to this Agreement at
the time and in the manner set forth herein. The payments specified below shall be the only
payments from City to Consultant for the Services rendered pursuant to this Agreement.
Consultant shall submit all invoices to City in the manner specified herein. Except as specifically
authorized in advance by City, Consultant shall not bill City for duplicate services performed by
more than one person.
2.1 Invoices. Consultant shall submit invoices monthly during the term of this
Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to
the invoice date. Invoices shall contain the following information:
a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first
invoice, etc.;
b. The beginning and ending dates of the billing period;
C. A"Task Summary" containing the original contract amount, the amount of
prior billings,the total due this period,the balance available under this Agreement, and the
percentage of completion;
d. At City's option, for each item in each task, a copy of the applicable time
entries or time sheets shall be submitted showing the name of the person performing the
Services, the hours spent by each person, a brief description of the Services, and each
reimbursable expense;
e. The total number of hours of work performed under this Agreement by
Consultant and each employee, agent, and subcontractor of Consultant performing the
Services hereunder necessary to complete the Services described in Exhibit A;
f. Receipts for expenses to be reimbursed;
g. The Consultant Representative's signature.
Invoices shall be submitted to:
City of Menifee
Attn: Accounts Payable
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29844 Haun Road
Menifee, CA 92586
2.2 Monthly Payment. City shall make monthly payments,based on invoices received,
for the Services satisfactorily performed, and for authorized reimbursable costs incurred. City
shall have thirty(30)days from the receipt of an invoice that complies with all of the requirements
above to pay Consultant.
2.3 Final Payment. City shall pay the last ten percent (10%) of the total amount due
pursuant to this Agreement within sixty (60) days after completion of the Services and submittal
to City of a final invoice, if all of the Services required have been satisfactorily performed.
2.4 Total Pam. City shall not pay any additional sum for any expense or cost
whatsoever incurred by Consultant in rendering the Services pursuant to this Agreement. City
shall make no payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the entirety of the
Services performed pursuant to this Agreement,unless this Agreement is modified in writing prior
to the submission of such an invoice.
2.5 Hourly. Fees for the Services performed by Consultant on an hourly basis
shall not exceed the amounts shown on the fee schedule included with Exhibit A.
2.6 Reimbursable Expenses. Reimbursable expenses are included within the maximum
amount of this Agreement.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment
taxes incurred under this Agreement and any federal or state taxes.
2.8 Payment upon Termination. In the event that City or Consultant terminates this
Agreement pursuant to Section 8, City shall compensate Consultant for all outstanding costs and
reimbursable expenses incurred for Services satisfactorily completed and for reimbursable
expenses as of the date of written notice of termination. Consultant shall maintain adequate logs
and timesheets in order to verify costs and reimbursable expenses incurred to that date.
SECTION 3. FACILITIES AND EQUIPMENT.
Except as otherwise provided, Consultant shall, at its sole cost and expense, provide all
facilities and equipment necessary to perform the services required by this Agreement. City shall
make available to Consultant only physical facilities such as desks, filing cabinets, and conference
space, as may be reasonably necessary for Consultant's use while consulting with City employees
and reviewing records and the information in possession of City. The location, quantity, and time
of furnishing those facilities shall be in the sole discretion of City. In no event shall City be
required to furnish any facility that may involve incurring any direct expense, including but not
limited to computer, long-distance telephone or other communication charges, vehicles, and
reproduction facilities.
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SECTION 4. INSURANCE REQUIREMENTS.
Before beginning any work under this Agreement, Consultant,at its own cost and expense,
shall procure the types and amounts of insurance checked below and provide Certificates of
Insurance, indicating that Consultant has obtained or currently maintains insurance that meets the
requirements of this section and which is satisfactory, in all respects, to City. Consultant shall
maintain the insurance policies required by this section throughout the term of this Agreement.
The cost of such insurance shall be included in Consultant's compensation. Consultant shall not
allow any subcontractor, consultant or other agent to commence work on any subcontract until
Consultant has obtained all insurance required herein for the subcontractor(s) and provided
evidence thereof to City. Verification of the required insurance shall be submitted and made part
of this Agreement prior to execution. Consultant acknowledges the insurance policy must cover
inter-insured suits between City and other Insureds.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain
Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all
persons employed directly or indirectly by Consultant pursuant to the provisions of the California
Labor Code. Statutory Workers' Compensation Insurance and Employer's Liability Insurance
shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per
accident,ONE MILLION DOLLARS ($1,000,000.00)disease per employee, and ONE MILLION
DOLLARS ($1,000,000.00) disease per policy. In the alternative, Consultant may rely on a self-
insurance program to meet those requirements,but only if the program of self-insurance complies
fully with the provisions of the California Labor Code. Determination of whether a self-insurance
program meets the standards of the California Labor Code shall be solely in the discretion of the
Contract Administrator. The insurer, if insurance is provided, or Consultant, if a program of self-
insurance is provided, shall waive all rights of subrogation against City and its officers, officials,
employees, and authorized volunteers for loss arising from the Services performed under this
Agreement.
4.2 Commercial General and Automobile Liability Insurance.
a. General requirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the term of this Agreement in
an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined
single limit coverage,for risks associated with the Services contemplated by this Agreement,TWO
MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION
DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General
Liability Insurance or an Automobile Liability Insurance form or other form with a general
aggregate limit is used, either the general aggregate limit shall apply separately to the Services to
be performed under this Agreement or the general aggregate limit shall be at least twice the
required occurrence limit. Such coverage shall include but shall not be limited to, protection
against claims arising from bodily and personal injury, including death resulting therefrom, and
damage to property resulting from the Services contemplated under this Agreement, including the
use of hired, owned, and non-owned automobiles.
b. Minimum scope of coverage. Commercial general coverage shall be at least
as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001.
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Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability
form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage.
C. Additional requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy:
a. The insurance shall cover on an occurrence or an accident basis, and
not on a claims-made basis.
b. Any failure of Consultant to comply with reporting provisions of the
policy shall not affect coverage provided to City and its officers,employees,agents,
and volunteers.
4.3 Professional Liability Insurance.
a. General requirements. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance for licensed
professionals performing the Services pursuant to this Agreement in an amount not less than ONE
MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions.
Any deductible or self-insured retention shall be shown on the Certificate. If the deductible or
self-insured retention exceeds TWENTY-FIVE THOUSAND DOLLARS ($25,000), it must be
approved by City.
b. Claims-made limitations. The following provisions shall apply if the
professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be no
later than the commencement of the Services.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five (5) years after the expiration or termination of this
Agreement or completion of the Services, so long as commercially available at
reasonable rates.
C. If coverage is canceled or not renewed and it is not replaced with
another claims-made policy form with a retroactive date that precedes the Effective
Date of this Agreement, Consultant must provide extended reporting coverage for
a minimum of five (5) years after the expiration or termination of this Agreement
or the completion of the Services. Such continuation coverage may be provided by
one of the following: (1) renewal of the existing policy; (2) an extended reporting
period endorsement; or (3) replacement insurance with a retroactive date no later
than the commencement of the Services under this Agreement. City shall have the
right to exercise, at Consultant's sole cost and expense, any extended reporting
provisions of the policy, if Consultant cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to
City prior to the commencement of the Services under this Agreement.
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4.4 All Policies Requirements.
a. Acceptability of insurers. All insurance required by this Section is to be
placed with insurers with a Bests' rating of no less than A:VII and admitted in California.
b. Verification of coverage. Prior to beginning the Services under this
Agreement, Consultant shall furnish City with Certificates of Insurance, additional insured
endorsement or policy language granting additional insured status complete certified copies of all
policies, including complete certified copies of all endorsements. All copies of policies and
certified endorsements shall show the signature of a person authorized by that insurer to bind
coverage on its behalf. The Certificate of Insurance must include the following reference: CIP
21-01 (MURRIETA ROAD STREET RESURFACING PHASE 1 MATERIALS TESTING).
The name and address for Additional Insured endorsements, Certificates of Insurance and Notice
of Cancellation is: City of Menifee, 29844 Haun Road, Menifee, CA 92586. City must be
endorsed as an additional insured for liability arising out of ongoing and completed operations by
or on behalf of Consultant.
C. Notice of Reduction in or Cancellation of Coverage. Consultant shall
provide written notice to City within ten (10) working days if. (1) any of the required insurance
policies is terminated; (2)the limits of any of the required polices are reduced; or(3) the deductible
or self-insured retention is increased.
d. Additional insured; primary insurance. City and its officers, employees,
agents, and authorized volunteers shall be covered as additional insureds with respect to each of
the following: liability arising out of the Services performed by or on behalf of Consultant,
including the insured's general supervision of Consultant; products and completed operations of
Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used by Consultant in the course of providing the Services pursuant to this
Agreement. The coverage shall contain no special limitations on the scope of protection afforded
to City or its officers, employees, agents,or authorized volunteers. The insurance provided to City
as an additional insured must apply on a primary and non-contributory basis with respect to any
insurance or self-insurance program maintained by City. Additional insured status shall continue
for one (1)year after the expiration or termination of this Agreement or completion of the Services.
A certified endorsement must be attached to all policies stating that coverage is
primary insurance with respect to City and its officers, officials, employees, and volunteers, and
that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss
under the coverage.
e. Deductibles and Self-insured Retentions. Consultant shall obtain the
written approval of City for the self-insured retentions and deductibles before beginning any of the
Services.
During the term of this Agreement, only upon the prior express written
authorization of the Contract Administrator, Consultant may increase such deductibles or self-
insured retentions with respect to City, its officers, employees, agents, and volunteers. The
Contract Administrator may condition approval of an increase in deductible or self-insured
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retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses
and related investigations, claim administration, and defense expenses that is satisfactory in all
respects to each of them.
f. Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated
herein.
g. Variation. The Contract Administrator may,but is not required to, approve
in writing a variation in the foregoing insurance requirements, upon a determination that the
coverage, scope, limits, and forms of such insurance are either not commercially available, or that
City's interests are otherwise fully protected.
4.5 Remedies. In addition to any other remedies at law or equity City may have if
Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option, exercise any of the following
remedies,which are alternatives to other remedies City may have and are not the exclusive remedy
for Consultant's breach:
a. Obtain such insurance and deduct and retain the amount of the premiums
for such insurance from any sums due under this Agreement;
b. Order Consultant to stop work under this Agreement or withhold any
payment that becomes due to Consultant hereunder, or both stop work and withhold any
payment,until Consultant demonstrates compliance with the requirements hereof; and/or
C. Terminate this Agreement.
SECTION 5. INDEMNIFICATION.
5.1 Indemnification for Professional Liability. Where the law establishes a
professional standard of care for performance of the Services, to the fullest extent permitted by
law,Consultant shall indemnify,protect,defend(with counsel selected by City),and hold harmless
City and any and all of its officers, employees, officials, volunteers, and agents from and against
any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action
(whether in tort, contract, under statute, at law, in equity, or otherwise) charges, awards,
assessments, fines, or penalties of any kind (including reasonable consultant and expert fees and
expenses of investigation, costs of whatever kind and nature and, if Consultant fails to provide a
defense for City, the legal costs of counsel retained by City) and any judgment (collectively,
"Claims")to the extent same are caused in whole or in part by any negligent or wrongful act, error,
or omission of Consultant, its officers, agents, employees, or subcontractors (or any entity or
individual that Consultant shall bear the legal liability thereof) in the performance of professional
services under this Agreement.
5.2 Indemnification for Other than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Consultant shall
indemnify, protect, defend (with counsel selected by City), and hold harmless City, and any and
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all of its officers, employees,officials,volunteers, and agents from and against any and all Claims,
where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in
part, the performance of this Agreement by Consultant or by any individual or entity for which
Consultant is legally liable, including but not limited to officers, agents, employees or
subcontractors of Consultant.
5.3 Limitation of Indemnification for Design Professionals. Notwithstanding any
provision of this Section 5 to the contrary, design professionals are required to defend and
indemnify City only to the extent permitted by Civil Code Section 2782.8. The term "design
professional" as defined in Section 2782.8, is limited to licensed architects, licensed landscape
architects,registered professional engineers,professional land surveyors, and the business entities
that offer such services in accordance with the applicable provisions of the California Business
and Professions Code.
5.4 Limitation of Indemnification. The provisions of this Section 5 do not apply to
claims occurring as a result of City's sole or active negligence. The provisions of this Section 5
shall not release City from liability arising from gross negligence or willful acts or omissions of
City or any and all of its officers, officials, employees, and agents acting in an official capacity.
SECTION 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement,Consultant
shall be an independent contractor and shall not be an employee of City. City shall have the right
to control Consultant only insofar as the results of the Services rendered pursuant to this
Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City
shall not have the right to control the means by which Consultant accomplishes the Services
rendered pursuant to this Agreement. The personnel performing the Services under this
Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and
control. Consultant shall not at any time or in any manner represent that it or any of its officers,
employees, or agents is in any manner officers, officials, employees,or agents of City. Consultant
shall not incur or have the power to incur any debt, obligation, or liability whatever against City,
or bind City in any manner. Except for the fees paid to Consultant as provided in this Agreement,
City shall not pay salaries,wages,or other compensation to Consultant for performing the Services
hereunder for City. City shall not be liable for compensation or indemnification to Consultant for
injury or sickness arising out of performing the Services hereunder. Notwithstanding any other
City, state,or federal policy,rule,regulation,law,or ordinance to the contrary,Consultant and any
of its employees, agents, and subcontractors providing services under this Agreement shall not
qualify for or become entitled to any compensation, benefit, or any incident of employment by
City, including but not limited to eligibility to enroll in the California Public Employees
Retirement System ("PERS") as an employee of City and entitlement to any contribution to be
paid by City for employer contributions and/or employee contributions for PERS benefits.
SECTION 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
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7.2 Compliance with Applicable Laws. Consultant and any subcontractor shall comply
with all applicable local, state, and federal laws and regulations applicable to the performance of
the work hereunder. Consultant shall not hire or employ any person to perform work within City
or allow any person to perform the Services required under this Agreement unless such person is
properly documented and legally entitled to be employed within the United States. Any and all
work subject to prevailing wages, as determined by the Director of Industrial Relations of the State
of California, will be the minimum paid to all laborers, including Consultant's employee and
subcontractors. It is understood that it is the responsibility of Consultant to determine the correct
scale. The State Prevailing Wage Rates may be obtained from the California Department of
Industrial Relations ("DIR") pursuant to California Public Utilities Code, Sections 465, 466, and
467 by calling 415-703-4774. Appropriate records demonstrating compliance with such
requirement shall be maintained in a safe and secure location at all times, and readily available at
City's request. Consultant shall indemnify, defend, and hold City and its elected and appointed
boards, members, officials, officers, agents, representatives, employees, and volunteers harmless
from and against any liability, loss, damage, cost or expenses (including but not limited to
reasonable attorneys' fees, expert witness fees, court costs, and costs incurred related to any
inquiries or proceedings) arising from or related to (i) the noncompliance by Consultant or any
party performing the Services of any applicable local, state, and/or federal law, including,without
limitation, any applicable federal and/or state labor laws (including, without limitation, the
requirement to pay state prevailing wages and hire apprentices); (ii) the implementation of Section
1781 of the Labor Code, as the same may be amended from time to time, or any other similar law;
and/or (iii) failure by Consultant or any party performing the Services to provide any required
disclosure or identification as required by Labor Code Section 1781, as the same may be amended
from time to time, or any other similar law. It is agreed by the Parties that, in connection with
performance of the Services, including, without limitation, any and all public works (as defined
by applicable law), Consultant shall bear all risks of payment or non-payment of prevailing wages
under California law and/or the implementation of Labor Code Section 1781, as the same may be
amended from time to time, and/or any other similar law. Consultant acknowledges and agrees
that it shall be independently responsible for reviewing the applicable laws and regulations and
effectuating compliance with such laws. Consultant shall require the same of all subcontractors.
7.3 Licenses and Permits. Consultant represents and warrants to City that Consultant
and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and
approvals of whatsoever nature that are legally required to practice their respective professions.
Consultant represents and warrants to City that Consultant and its employees, agents, and
subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of
this Agreement any licenses, permits, and approvals that are legally required to practice their
respective professions. In addition to the foregoing,Consultant and any subcontractors shall obtain
and maintain during the term of this Agreement valid Business Licenses from City.
SECTION 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon
written notification to Consultant.
8.2 Termination by Consultant. Consultant may cancel this Agreement upon 30 days'
written notice to City.
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8.3 Consequences of Termination. In the event of termination, Consultant shall be
entitled to compensation for the Services performed up to the date of termination; City, however,
may condition payment of such compensation upon Consultant delivering to City any or all
documents, photographs, computer software, video and audio tapes, and other materials provided
to Consultant or prepared by or for Consultant or City in connection with this Agreement.
8.4 Extension. City may, in its sole and exclusive discretion, extend the end date of
this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a
written amendment to this Agreement, as provided for herein. Consultant understands and agrees
that, if City grants such an extension, City shall have no obligation to provide Consultant with
compensation beyond the maximum amount provided for in this Agreement. Similarly, unless
authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant
for any otherwise reimbursable expenses incurred during the extension period.
8.5 Amendments. The Parties may amend this Agreement only by a writing signed by
all the Parties.
8.6 Assignment and Subcontracting. City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a determination
of Consultant's unique personal competence, experience, and specialized personal knowledge.
Moreover, a substantial inducement to City for entering into this Agreement was and is the
professional reputation and competence of Consultant. Consultant may not assign this Agreement
or any interest therein without the prior written approval of the Contract Administrator. Consultant
shall not subcontract any portion of the performance contemplated and provided for herein, other
than to the subcontractors noted in Consultant's proposal, without prior written approval of the
Contract Administrator. In the event that key personnel leave Consultant's employ, Consultant
shall notify City immediately.
8.7 Survival. All obligations arising prior to the expiration or termination of this
Agreement and all provisions of this Agreement allocating liability between City and Consultant
shall survive the expiration or termination of this Agreement.
8.8 Options upon Breach by Consultant. If Consultant materially breaches any of the
terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the
following:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this Agreement;
C. Retain a different consultant to complete the Services described in
Exhibit A; and/or
d. Charge Consultant the difference between the cost to complete the Services
described in Exhibit A that is unfinished at the time of breach and the amount that City
would have paid Consultant pursuant to Section 2 if Consultant had completed the
Services.
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SECTION 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records,
files, or any other documents or materials, in electronic or any other form that Consultant prepares
or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the
property of City. Consultant hereby agrees to deliver those documents to City upon the expiration
or termination of this Agreement. It is understood and agreed that the documents and other
materials, including but not limited to those described above,prepared pursuant to this Agreement
are prepared specifically for City and are not necessarily suitable for any future or other use. Any
use of such documents for other projects by City shall be without liability to Consultant. City and
Consultant agree that,until final approval by City, all data,plans, specifications,reports, and other
documents are confidential and will not be released to third parties without prior written consent
of both Parties unless required by law.
9.2 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,
rights of reproduction, and other intellectual property embodied in plans, specifications, studies,
drawings, estimates, test data, survey results, models, renderings, and other documents or works
of authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings, digital renderings, or data stored digitally,magnetically, or in any other medium, which
are prepared or caused to be prepared by Consultant under this Agreement ("Documents and
Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-
exclusive and perpetual license for any Documents and Data the subcontractor prepares under this
Agreement. Consultant represents and warrants that Consultant has the legal right to license any
and all Documents and Data. Consultant makes no such representation and warranty in regard to
Documents and 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.
9.3 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books of account,invoices,vouchers,canceled checks,and other records or documents evidencing
or relating to charges for the Services or expenditures and disbursements charged to City under
this Agreement for a minimum of three (3) years, or for any longer period required by law, from
the date of final payment to Consultant under this Agreement. All such records shall be maintained
in accordance with generally accepted accounting principles and shall be clearly identified and
readily accessible.
9.4 Inspection and Audit of Records. Any records or documents that Section 9.3 of
this Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of City.
Under California Government Code Section 8546.7, if the amount of public funds expended under
this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be
subject to the examination and audit of the State Auditor, at the request of City or as part of any
audit of City, for a period of three (3)years after final payment under this Agreement.
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SECTION 10. MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If either Party to this Agreement brings any action, including an
action for declaratory relief,to enforce or interpret the provision of this Agreement, the prevailing
Parry shall be entitled to reasonable attorneys' fees and expenses including costs, in addition to
any other relief to which that Parry may be entitled; provided, however, that the attorneys' fees
awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services
multiplied by the reasonable number of hours spent by the prevailing Party in the conduct of the
litigation. The court may set such fees in the same action or in a separate action brought for that
purpose.
10.2 Applicable Law; Venue. The internal laws of the State of California shall govern
the interpretation and enforcement of this Agreement. In the event that either Party brings any
action against the other under this Agreement, the Parties agree that trial of such action shall be
vested exclusively in Riverside County.
10.3 Severability. If any provision of this Agreement is held invalid, the remainder of
this Agreement shall not be affected thereby and all other parts of this Agreement shall
nevertheless be in full force and effect.
10.4 Section Headings and Subheadings. The section headings and subheadings
contained in this Agreement are included for convenience only and shall not limit or otherwise
affect the terms of this Agreement.
10.5 No Implied Waiver of Breach. The waiver of any breach of a specific provision of
this Agreement does not constitute a waiver of any other breach of that term or any other term of
this Agreement.
10.6 Successors and Assigns. The provisions of this Agreement shall inure to the benefit
of and shall apply to and bind the successors and assigns of the Parties.
10.7 Consultant Representative. All matters under this Agreement shall be handled for
Consultant by Lisa A. Battiato, CEG, Sr. Geologist/Regional Manager ("Consultant's
Representative"). The Consultant's Representative shall have full authority to represent and act
on behalf of Consultant for all purposes under this Agreement. The Consultant's Representative
shall supervise and direct the Services, using his best skill and attention, and shall be responsible
for all means, methods, techniques, sequences, and procedures and for the satisfactory
coordination of all portions of the Services under this Agreement.
10.8 City Contract Administration. This Agreement shall be administered by a City
employee, Run Chen, Senior Engineer ("Contract Administrator"). All correspondence shall be
directed to or through the Contract Administrator or his designee. The Contract Administrator
shall have the power to act on behalf of City for all purposes under this Agreement. Unless
otherwise provided in this Agreement, Consultant shall not accept direction or orders from any
person other than the Contract Administrator or his designee.
10.9 Notices. Any written notice to Consultant shall be sent to:
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GEOCON WEST INC
Attn: Lisa A. Battiato, CEG, Sr. Geologist/Regional Manager
6960 Flanders Drive
San Diego, CA 92121
Any written notice to City shall be sent to the Contract Administrator at:
City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Run Chen, Senior Engineer
with a copy to:
City Clerk
City of Menifee
29844 Haun Road
Menifee, CA 92586
10.10 Professional Seal. Where applicable in the determination of the Contract
Administrator,the first page of a technical report,first page of design specifications,and each page
of construction drawings shall be stamped/sealed and signed by the licensed professional
responsible for the report/design preparation. The stamp/seal shall be in a block entitled"Seal and
Signature of Registered Professional with report/design responsibility," as in the following
example.
Seal and Signature of Registered Professional with
report/design responsibility.
10.11 Rights and Remedies. Except with respect to rights and remedies expressly
declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative
and the exercise by either Party of one or more of such rights or remedies shall not preclude the
exercise by it, at the same or different times, of any other rights or remedies for the same default
or any other default by the other Party.
10.12 Inte rag tion. This Agreement, including the scope of services attached hereto and
incorporated herein as Exhibit A,represents the entire and integrated agreement between City and
Consultant and supersedes all prior negotiations, representations, or agreements, either written or
oral. The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either Party by reason of the authorship of
this Agreement or any other rule of construction which might otherwise apply.
10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be an original and all of which together shall constitute one agreement.
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10.14 Execution of Contract. The persons executing this Agreement on behalf of each of
the Parties hereto represent and warrant that(i) such Party is duly organized and existing, (ii) they
are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so
executing this Agreement, such Parry is formally bound to the provisions of this Agreement, and
(iv) that entering into this Agreement does not violate any provision of any other Agreement to
which said Party is bound.
10.15 Nondiscrimination. Consultant covenants that,by and for itself,its heirs,executors,
assigns, and all persons claiming under or through them,that in the performance of this Agreement
there shall be no discrimination against or segregation of, any person or group of persons on
account of any impermissible classification including, but not limited to, race, color, creed,
religion, sex, marital status, sexual orientation, national origin, or ancestry.
10.16 No Third Party Beneficiaries. With the exception of the specific provisions set
forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and
no such other third parties shall have any rights or obligations hereunder.
10.17 Nonliability of City Officers and Employees. No officer, official, employee, agent,
representative, or volunteer of City shall be personally liable to Consultant, or any successor in
interest, in the event of any default or breach by City or for any amount which may become due to
Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.
10.18 No Undue Influence. Consultant declares and warrants that no undue influence or
pressure is used against or in concert with any officer or employee of City in connection with the
award,terms or implementation of this Agreement, including any method of coercion,confidential
financial arrangement, or financial inducement. No officer or employee of City shall receive
compensation, directly or indirectly, from Consultant, or from any officer, employee, or agent of
Consultant,in connection with the award of this Agreement or any work to be conducted as a result
of this Agreement.
10.19 No Benefit to Arise to City Ejnployees. No member, officer, or employee of City,
or their designees or agents, and no public official who exercises authority over or has
responsibilities with respect to this Agreement during his/her tenure or for one (1)year thereafter,
shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds
thereof, for the Services to be performed under this Agreement.
[Signatures on Following Page]
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IN WITNESS WHEREOF, the Parties hereto have executed and entered into this
Agreement as of the Effective Date.
CITY OF MENIFEE CONSULTANT
DocuSigned by: /I'',1DocuSigned by: o-
Armando G. Villa, City Manager William Lydon, CFO
At0§d5igned by: DocuSigned by:
SO4' Q. �t.aiaa M-" hest fL u f a, ("to-
SaidTi-N.Xlanwarin
g, City Clerk Joseph Vettel,CEO
f6j,,�W, s to Form:
17qn ) Gfy affbn
Jeffrey T. Melching, City Attorney [Corporation must have two signatures]
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EXHIBIT A
SCOPE OF SERVICES
Comprehensive Materials Testing Services and Geotechnical Services in the amount not to exceed
SEVEN THOUSAND SIX HUNDRED TWENTY SIX DOLLARS AND ZERO CENTS
($7,626.00) for CIP 21-01 as further detailed in the following pages.
2671/031858-0001
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(/ (�f'+(��7 GEOTECHNICAL
GEOCO y ENVIRONMENTAL
WEST, INC. MATERIALS
1 COVER LETTER
2020-200
July 31,2020
City of Menifee
29844 Haun Road
Menifee,CA 92586
Attention: Run Chen,Senior Engineer,City of Menifee
Phone:951.672.6777•Fax:951.679.3849
Email:rchen@cityofinenifee.us
Subject: Materials Testing and Geotechnical Services for CIP 21-01:
Murrieta Road Street Resurfacing Phase 1
Dear Mr.Chen,
Geocon West,Inc.(Geocon)is committed to work in collaboration with the City of Menifee and is dedicated to
providing the appropriate resources ensuring that our services exceed the City's expectations.Geocon performed
the geotechnical investigation for this project.We know the geotechnical conditions along the roadway and are
the best choice to provide geotechnical services during the pavement recycling process.We have performed
similar services for on-call services throughout southern California for nearly 50 years and have the resources to
ensure that our geotechnical engineering and materials testing services exceed expectations.
Geocon maintains a full-service in-house soils and materials testing laboratory at our Murrieta location which
provides test results promptly and economically.Our extensive technical expertise,in-house laboratory testing
capabilities,and analytical approach to scoping projects,makes Geocon an excellent choice for the City.
Our proposed team represents a cross-section of staff members with a wide variety of local experience in
geotechnical engineering and engineering geology,offering the City a source of comprehensive capability
necessary to respond to unanticipated and difficult challenges.
To best suit this as-needed contract,Lisa Battiato,CEG,APM,LEED AP-Senior Geologist I Regional Manager will
serve as Geocon's contract manager.Her 24 years of experience in project management services for large on-call
contracts has earned her a reputation of keeping project communications open,services on schedule and within
budget.Mr.Andrew Shoashekan will be the Project Manager for the pavement recycling project.Mr.Shoashekan
performed the geotechnical investigation for the project he knows it well.
Lisa Battiato, CEG,APM, LEED AP Andrew Shoashekan, EIT
GEOCON WEST,INC. GEOCON WEST,INC.
41571 Corning Place,Suite 101 41571 Corning Place,Suite 101
Murrieta,California 92562 Murrieta,California 92562
Tel 951-304-2300•Cell 760-579-9926 Tel 951-304-2300•Cell 760-579-9926
battiato@geoconinc.com shoashekanCcDgeoconinc.com
GEOCON WEST,INC-41571 Corning Place,Suite 101,Murrieta,California 92562 July 31,2020
www.geoconinc.conn•760.579.9926•FAX 951.304.2392 Geocon Proposal No.IE-2614
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GEOTENICAL
GEOCON ENVIRONMENTAL
1V ENVIRONMENTAL
WEST, INC. MATERIALS
We are confident in our ability to bring value and overall success to your project by offering:
• A contract manager who is familiar with the City's processes including contract requirements
and regional geotechnical challenges.
• An AASHTO Certified materials&soils testing laboratory which performs in accordance with
the City of Menifee's requirements.
• The support of our highly experienced personnel in our offices who possess a vast knowledge
in the industry and are available and responsive.
• A collaborative atmosphere where communication and commitment to team building and
addressing the needs of the community is our priority.
As President of Geocon West,Inc.,I attest by my signature that I have official authority to bind the company to
commit our efforts and resources to fulfill the terms of this contract.We look forward to the opportunity to
provide geotechnical services to the City of Menifee.
Sincerely,
GEOCON WEST, INC.
Neal Berliner,GE Lisa Battiato,CEG
President Contract Manager/Senior Geologist
4
GEOCON WEST,INC•41571 Corning Place,Suite 101,Murrieta,California 525tr July 31,2020
www.geoconinc.ccm•760.579.9926•FAX951.304.2392 Geocon Proposal No.IE-2614
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GEOTE N ICAL
GEOCON ENVIRONMENTAL
WEST, INC. MATERIALS
Geocon can provide additional personnel as needed.
PROJECT AND SITE UNDERSTANDING
The Murrieta Road cold in place recycling project will entail repaving of 431,000 square feet of asphalt
concrete roadway extending from McCall Boulevard to Camino Del Sol Norte in Menifee,California. The
project includes cold in place recycling of the roadway to depths of about 3 inches and repaving of the surface
layer with rejuvenated asphalt concrete paving. New traffic indicators and roadway striping will also be
performed. The work will be performed in accordance with Special Provisions Parts 2 and 9,and the
geotechnical pavement investigation report by Geocon.
WORK PLAN
Geocon is expected to attend a virtual preconstruction meeting,provide full time observation and testing
during the cold in place repaving production,perform lab testing to support field operations and provide
quality assurance for the City of Menifee,and provide a final geotechnical report of our testing process.
The cold in place recycling production is expected to be accomplished within four days.We have included
some field time for our project engineer in the event additional consultation or recommendations are needed
to mitigate soft areas.Our laboratory testing will support our field operations and we have included a budget
amount for quality assurance testing if requested by the City. Our work will be concluded with production of a
final testing and observation report for the project.
We expect our tasks will include:
• Geocon will provide our services upon request by the City Project Manager or their designee. We will
only accept dispatch requests from those authorized to request our services.
• Geocon is there to observe and document that the work is being performed in accordance with the
Special Provisions Parts 2 and 9 and the geotechnical report. If the work does not meet those
requirements,the Project Manager will be notified immediately.
• We will document our observations and test results on Daily Field Reports which will be completed
and signed by the on-site designee each time we are called to the site to provide field services.
• Daily field reports and test results are available to the City Project Manager from our electronic Google
Docs platform.
• We will record any time for retesting or stand by as different billing codes so that time can be back
charged to the contractor if the City choses.
• Upon completing of our services,we will compile the field and laboratory test results and provide a
letter report of the data.
• Due to the size of the project,we expect that our fees will be billed in one invoice. The invoice will be
accompanied by a budget tracking table for each line item and Daily Field Reports to backup each field
hour billed. fi
'7
GEOCON WEST,INC•41571 Corning Place,Suite 101,Murrieta,California1525Fr2 July 31,2020
wvwv.geoconinc.com•760.579.9926•FAX951.304.2392 Geocon Proposal No.IE-2614
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GEOTENICAL
GEOCON ENVIRONMENTAL
ENVIRONMENTAL
WEST, INC. MATERIALS
5 COST PROPOSAL
ESTIMATED FEES
We will furnish the personnel,transportation,materials,supplies and equipment necessary to
perform these services in accordance with our attached 2020 Schedule of Fees.A detailed estimate for this
project is provided in Table 1 below.Please note that this is a time and materials estimate based on our
experience with similar projects. Geocon will only bill for the time and services spent on the will only bill for the time and services spent on the proiect in
accordance with the Schedule of Fees.
GEOTECHNICAL OBSERVATION AND MATERIALS TESTING MENIFEE CIP 21-01
ACTIVITY DESCRIPTION PERSONNEL RATE CITY ESTIMATE
Observation and Testing
Observation and Testing during Cold in Engineering Technician $99 32 $3,168
Place Recycling-4 Days
Vehicle and Equipment $15 32 $480
As Needed Site Consultation during Project Engineer $140 6 840
Construction
subtotal: $4,488
Laboratory Testing
Hveem Density of AC Laboratory $125 2 $250
Miscellaneous Laboratory Testing as Laboratory $1,000 1 $1,000
Needed
Technician Sample Pickup&Delivery Engineering Technician $109 2 218
subtotal: $1,468
Project Management and Site Visits
RFI's,Meetings,QA/QC,Project Project Engineer $130 3 $390
Management
Mix Design Review Project Engineer $130 1 $130
Final Letter Report Project Engineer/GE/Word Proc $1,000 1 $1,000
Site Coordination and Scheduling Dispatch $75 2 150
subtotal: $1,670
TIME AND MATERIALS ESTIMATE: $7,626
We used our experience with similar projects to derive a fee for geotechnical testing and observation during
street rehabilitation.The actual fee for services is directly affected by the construction schedule,weather,and
efficiency of the contractor performing the work.Our services will be provided on a time and materials basis in
accordance with the attached 2020Schedule of Fees.The invoices will be itemized to reflect only the actual
time and costs incurred.Table 1 provides a task item breakdown of our estimate.The fee estimate is for
budgeting purposes.
This proposal assumes that the services offered herein are subject to prevailing wage laws.
If Client should conclude this project is not subject to prevailing wages,please so advise Geocon in writing
immediately.If failure to advise Geocon results in additional costs to Geocon,Client will reimburse Geocon for
all costs and expenses.
8
GEOCON WEST,INC•41571 Corning Place,Suite 101,Murrieta,California 92562 July 31,2020
vwwv.geoconinc.com•760.579.9926•FAX 951.304.2392 Geocon Proposal No.IE-2614
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From: Margarita Cornejo
To: Paula Muratore
Subject: RE:Agreement Review Request: Professional Services Agreement with Geocon for Materials Testing&
Geotechnical Services
Date: Thursday,August 27,2020 1:37:18 PM
From: Margarita Cornejo
Sent:Thursday, August 27, 2020 1:37 PM
To:Jeffery T. Melching<jmelching@rutan.com>
Subject:Agreement Review Request: Professional Services Agreement with Geocon for Materials
Testing &Geotechnical Services
Good Afternoon Jeff,
Attached for your review is the proposed Professional Services Agreement with Geocon for Materials
Testing &Geotechnical Services for CIP 21-01 Murrieta Road Street Resurfacing Phase 1 Project.
This agreement request is from the City's Public Works/Engineering Department.
Can you please review and advise if this is ok to start routing for signatures or will require any
changes?
Thank you!
Margarita Cornejo Financial Services Manager
Finance Department
City of Menifee 1 29844 Haun Road Menifee, CA 92586 (*Please note our new location!)
Direct: (951) 723-3716 1 City Hall: (951) 672-6777 1 Fax: (951) 679-2568
mcornejo(@cityofinenifee.us
MENIFEE
New. Better. Best.
Connect with us on social media: f In
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expstat.rpt Expenditure Status Report Page: 1
10/27/2020 11:18AM
Periods: 0 through 14 City of Menifee
7/1/2020 through 6/30/2021
320 Capital Projects
Adjusted Year-to-date Year-to-date Prct
Account Number Appropriation Expenditures Expenditures Encumbrances Balance Used
320-4555 Capital Projects
320-4555-58099 Murrieta Rd.Resurfacing(McCall-Salt Cr) 50,000.00 0.00 0.00 0.00 50,000.00 0.00
Total Capital Proiects 50,000.00 0.00 0.00 0.00 50,000.00 0.00
Grand Total 50,000.00 0.00 0.00 0.00 50,000.00 0.00
Page: 1