HomeMy WebLinkAboutAGMT - EDAW (AECOM Company) (Archaeological & Native American Monitoring) • FILE COPY •
EDAW AECOM
STANDARD SERVICES AGREEMENT
This - Agreement is made as of April 15,2009, by and between the City of Seal Beach ( "Client ") and EDAW, Inc.,
an AECOM company ( "EDAW ").
The owner (if not the Client) of the Project and Project property is:
Name: City of Seal Beach
Address: 211 Eighth St. Seal Beach CA 90740
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Name of Contact Person: Lee Whittenberg
As provided in this Agreement, EDAW will provide professional archaeological services for the following project
(the "Project "):
Project Name : Fire Station 48 Replacement Project — Archaeological & Native American Monitoring - located on
3131 Beverly Manor Rd., in the City of Seal Beach, in the County of Orange, State of California.
Section 1. Scope of Services
(a) EDAW will provide the "Basic Services" described in attached Schedule 1. The Basic Services will be
provided in three Phases ( "Phases ") as identified in Schedule 1. Each Phase shall be approved and
accepted by Client, in writing, upon completion of such Phase(s). In addition, if authorized by Client, EDAW
will provide the "Additional Services° described in attached Schedule 2. The Basic Services and the
Additional Services authorized by Client shall be paid for by Client as provided below.
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(b) Certain of the Basic Services and Additional Services may be performed by consultants to EDAW, but EDAW
will remain responsible for the full performance of such services.
Section 2. Fees for Services
(a) EDAW's fees for Basic Services for each Phase described in Schedule 1 shall be as set forth in attached
Schedule 3. EDAW's fees for Additional Services shall be billed on an hourly basis at EDAW's current
standard rates.
(b) Fees and expenses of consultants to EDAW for services included within Basic Services or, where approved
by Client, Additional Services shall be paid by Client in the amount invoiced to EDAW plus ten percent (10 %)
for handling and indirect costs.
(c) Fees for any work required on an overtime basis, such as staffing to meet unanticipated expedited
scheduling, will be invoiced at 1.5 times the normal billing rate.
(d) The fees provided for in this Section 2 are based upon the assumption that Basic Services will be concluded,
without Project delays, on or before July 15, 2009. If, for any reason other than the direct fault of EDAW,
services to be performed hereunder are delayed or suspended for -more than sixty (60) days or such services
are not completed on or before July 15,2009, EDAW's fees shall be increased based upon agreement to be
negotiated between EDAW and Client.
(i) "Reimbursable Expenses: shall include actual expenditures made by EDAW in the interest of the
Project and will be billed at the actual cost to EDAW plus ten percent (10 %) for handling and indirect
costs.
EDAW US Domestic Standard Services Agreement - . -
Revision 1, January 20, 2009
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• City of Seal Beach
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May 13, 2009 EDAW AECOM
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(ii) • Any tax and /or fees imposed by any taxing authority based upon gross revenues or sales shall be
reimbursable in addition to the fee stated in this contract.
Section 3. Payment Terms
_ (a) Invoices are submitted by EDAW each month (not necessarily falling on the first or last day of the month).
Client shall notify EDAW, in writing, of any and all objections, if any, to an invoice within ten (10) days of the
date of invoice. Otherwise, the invoice shall be deemed proper and acceptable by the Client. Amounts
indicated on invoices are due and payable immediately upon receipt. Clients' account will be considered
delinquent if EDAW does not receive full payment within thirty (30) days after the invoice date.
(b) A service change will be applied at the rate of 1.5 percent per month (or the maximum rate allowable by law)
to delinquent accounts. Payment thereafter will be applied first to accrued interest and then to the principal
unpaid by the Client.
(c) If a delinquency by Client occurs, EDAW may choose to suspend work. If such a decision to suspend work is
made, EDAW will notify Client in writing. EDAW may choose to recommence work once a delinquency is
completely cured and any and all attendant collection costs, fees, increases in costs or fees, to other
amounts required to be paid by Client under this agreement are made in full. If a delinquency by Client
occurs and EDAW chooses not to suspend work, no waiver or estoppel shall be implied or inferred. Client
agrees and understands that if EDAW decides to so suspend its work, EDAW shall not be liable for any costs
or damages, including but not limited to delay and consequential damages, to the Owner, Client, or any other
third party, that may arise from or be related to such suspension of work. Client agrees to hold EDAW
• harmless from and completely indemnify EDAW from and against any and all damages, costs, attorney's
fees, and /or other expenses which EDAW may incur as a result of any claim by any person or entity arising
out of such suspension of work.
(d) When non - standard billing is requested, time spent by office administrative personnel in invoice preparation is
a cost to the project and charged as technical labor.
(e) If any litigation or collection proceedings arise out of payment default by Client, EDAW shall be entitled to
reasonable attorneys' fees and costs for recovery of said amounts. Copying of drawings, specifications,
reports, cost estimates and other documents prepared in connection with the services of EDAW under this
Agreement.
Section 4. Client's Responsibilities
Client agrees to provide full, reliable information regarding its requirements for the Project and, at its expense,
shall furnish the information, surveys and reports, if any, listed on attached Schedule 5. In addition, Client agrees
to provide, at its expense and in a timely manner, the cooperation of its personnel and such additional information
with respect to the Project as may be required from time to time for the performance of EDAW's work. Client
shall designate a Project Representative authorized to act on behalf of Client with respect to this Agreement and
agrees to render any decisions promptly to avoid unreasonable delay to the Project and the performance of
EDAW's work.
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Section 5. Termination
This Agreement may be terminated by either Client or EDAW by giving written notice at least thirty (30) days prior
to the date of termination. In the event of such termination, Client shall pay EDAW for services and
Reimbursable Expenses performed or incurred prior to the termination date plus all costs and expenses directly
attributable to such termination for which EDAW is not otherwise compensated.
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EDAW US Domestic Standard Services Agreement
Revision 1, January 20. 2009
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'City of Seal Beach •
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Section 6. Access to the Site: Photographs
EDAW and EDAW's employees and consultants shall have access tote Project site at all reasonable times and
shall be permitted to photograph the Project during construction and upon completion for its records and future
use.
Section 7. Use of Documents
Plans, drawings and specification or other writings or documents prepared or provided by EDAW hereunder are
prepared for this Project only, but may be used by EDAW for purposes of illustrating the scope and nature of
project involvement. EDAW shall provide Client with a reproducible set of drawings and specifications for its
records. They shall not be used by Client for other projects or extensions to the project without the written
agreement of EDAW. Client further agrees to hold EDAW harmless and indemnify EDAW from and against any
and all damages, losses attorney's fees, costs, and /or expenses which EDAW may incur as a result of a claim by
any party or entity, arising out of an unauthorized use of said plans, drawings, specifications, and /or documents.
Section 8. Construction Means and Methods •
It is expressly understood and agreed that EDAW shall not have control of and shall in no event be responsible
for construction means, methods, techniques, sequences or procedures, or for safety precautions in connection
with the Project or for the acts or omissions of any contractor , subcontractor or other persons performing work for
the Project and Client shall indemnify EDAW and hold EDAW harmless from and against any and all claims,
demands, losses, costs, liabilities and damages including, without limitation, reasonable attorney's fees and
expenses, incurred by EDAW and arising out of or related to any of the aforesaid.
Section 9. Construction - Phase Services
It is understood and agreed that the design process cannot be completed until the project which is the subject of
this Agreement is actually constructed. It is further understood and agreed that, if construction -phase services
are provided for under this Agreement, such services are essential to the completion of the professional services
for which EDAW is being retained. Client acknowledges that the premature termination of EDAW's services prior
to substantial completion of the Project will significantly increase the risk of loss resulting, among other causes,
from misinterpretation of the intent of the design, unauthorized modifications, and failure to detect errors or
omissions in the plans and specifications before they become costly mistakes built into the Project. Therefore,
Client agrees that, if the services to be provided for in the Agreement are not completed, Client will indemnify
EDAW and hold EDAW harmless from and against any and all claims, demands, losses, costs, liabilities and
damages, including, without limitation, reasonable attorney's fees and expenses and excepting only those claims,
demands, losses, costs, liabilities and damages arising out of the sole negligence of EDAW.
Section 10. Hazardous Materials
Notwithstanding any other provision of this Agreement, EDAW and EDAW's subconsultants shall have no
responsibility for the discovery, presence, handling, removal, disposal or exposure of persons to hazardous
materials in any form at the project site, including but not limited to asbestos, asbestos products, mold,
polychlorinated biphenyl (PCB) or other toxic substances.
Section 11. Miscellaneous
(a) Client and EDAW each bind itself and its successors and assigns to this Agreement. Neither Client nor
EDAW shall assign or transfer its interest in this Agreement without the written consent of the other.
(b) Client agrees that EDAW's liability for negligence to Client shall be limited to the amount paid by Client
hereunder for EDAW's fees for Basic Services and Additional Services.
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EDAW US Domestic Standard Services Agreement • • - — • • - -- • • •
Revision 1, January 20, 2009
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'City of Seal Beach
May 13, 2009 EDAW AECOM
(c) This Agreement shall be governed by the laws of the State of California. Any disputes arising in connection
herewith shall be referred to the state or federal courts within the State of California as first - instance courts of
exclusive jurisdiction to which both parties hereby submit. To the greatest extent permitted by law, Client and
EDAW hereby waive all rights to trial by jury. The prevailing party in any dispute between the parties in
connection herewith shall be entitled to all costs and expenses, including without limitation, reasonable
_ _ attorney's fees and expenses incurred, provided that such costs shall be limited in amount to the lesser of (i)
550,000 and (ii) the amount payable by Client hereunder for EDAW's fees for Basic Services and Additional
Services.
(d) This Agreement represents the entire Agreement between Client and EDAW. This Agreement may be
amended only by a wilting signed by both Client and EDAW.
(e) Any individual who signs this Agreement on behalf of Client or EDAW, represents, promises, and guarantees,
that he or she is fully authorized to execute this Agreement on behalf of the respective party.
EDAW, Inc. Client: City of Seal Beach
An AECOM corporation •
DATE: It YI" 15 ( t _ DATE: /L . ®p9
By: By: _�`l//
Eric Wilson / ,otraac7b7Z c"F
Its: £'..CU E.J- -U
Its: Vice President, Manaoino Principal G6S
Address: Address:
515. S. Flower St., 9"' Floor 211 Eight Street
Los Angeles, CA 90071 Seal Beach, CA 90740
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Attention: Attention:
Mayra Alfaro Lee Whittenberg
Business Manager Director of Development Services
EDAW US Domestic Standard Services Agreement
Revision 1, January 20. 2009
Page 4 of9
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EDAW I AEC()M
• SCHEDULE 1
EDAW's Basic Services
PROJECT DESCRIPTION
The Project consists of the demolition of a 40-year-old facility and the construction of a new 12,987 square foot
fire station. The new building is proposed to provide three apparatus bays, sleeping facilties for 10 fire personnel,
and a 1,430 square foot training room.
It is understood that a pre-grade meeting will take place on Friday, April 17, 2009 and that construction work will
commence Monday,April 20, 2009.
SCOPE OF WORK
Task 1: Archaeological and Native American Monitoring
One qualified archaeological monitor (cross-trained in paleontology) and one Native American monitor will be
provided during all ground disturbing activities associated with the Project for up to 30 days in accordance with
CUL-1 of the Mitigation Monitoring Plan (MMP)for the Fire Station 48 Replacement Project.
Monitoring Specifications:
a. Monitoring will be provided eight hours per day, Monday through Friday,for an estimated 30 days or 480
hours, The archaeological and Native American monitors will be made available within 48-hour notice of
the initial commencement of fieldwork.
b. The archaeological monitor will attend the pre-grade meeting to become familiar with the project
schedule, activities, and contractor staff.
c. Archaeological monitoring will include inspection of exposed surfaces for archaeological resources and
coordination with construction personnel and the Native American monitor. The monitors may at their
discretion, request that equipment be temporarily re-directed while exposed surfaces are inspected or to
investigate cultural resources, if they are encountered. So that re-directed equipment may continue, a
second monitor maybe assigned to assist while potential discoveries are inspected.
d. In the event cultural resources are discovered, a scope and cost estimate for the implementation of
measures CUL-1 through CUL-4 of the MMP, where applicable, will be submitted for authorization.
e. The archaeological monitor will complete a daily log documenting construction activities and
observations, including equipment type, location of excavations, soil conditions and disturbances.
Task 2: Monitoring Supervision and Quality Control
The monitor will be supervised by a qualified Project Manager/Principal Investigator who will conduct scheduling,
client coordination, daily oversight to the monitor, and random quality control field inspections.
Supervisory Specifications:
a. A supervisor will conduct scheduling and client coordination for the monitoring as well as periodic field
inspections to observe the progress of the work and quality of monitoring services.
b. A supervisor will attend the pre-grade meeting and will acquaint contractor staff with the types of
resources anticipated and appropriate protocol if such resources are encountered.
c. When discoveries occur, the supervisor will immediately contact the client to begin discussions
concerning the implementation of appropriate treatment as outlined in CUL-1 through CUL-4 of the MMP.
Treatment and evaluation of archaeological resources is not included in the present scope.
EDAW US Domestic Standard Services Agreement
Revision 1,January 20,2009
Page 5 of 9
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Task 3: Reporting
A Negative Monitoring Report will be prepared and submitted upon completion of the monitoring.
Reporting Specifications:
a. A Negative Monitoring Report will be prepared upon completion of the monitoring work. The report will
provide a description of field methods and document the negative findings. In the event discoveries are
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made, a report documenting the discoveries, treatment, and the results of the analysis and/or resource
evaluations will be prepared. The preparation of a report documenting findings will require additional
scope;a scope modification will be prepared accordingly.
b. A draft copy of the report will be submitted to the client within 60 days of the completion of monitoring and
a single round of client comments will be addressed.
c. A copy of the final report will be filed with the South Central Coastal Information Center housed at
California State University, Fullerton where the information can be accessed by future researchers.
ASSUMPTIONS
The present scope assumes the following:
• No cultural resources will be encountered;
• Treatment and evaluation of discoveries is not included in the present scope;
• Mileage for monitoring and field inspections is billed at the current federal rate; all other reimbursables are
billed at cost;
• Monitoring work exceeding the estimated 480 hours will only be conducted pursuant to a scope
amendment;
• Ground disturbing activities will not occur in excess of 8 hours per day, Monday through Friday and none
will occur on Saturdays or Sundays;
• Attendance of supervisors and monitors at meetings, other than the pre-grade meeting, is not included in
the present scope and cost; •
• In the event a project hiatus occurs, the client will provide 48-hour notice prior to project commencement; -
• Monitoring will be billed at a minimum of 4 hours per day.
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EDAW US Domestic Standard Services Agreement
Revision 1,January 20,2009
Page 6 of 9
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City of Seal Beach • •
April 15,2009
UAW I AECOM
SCHEDULE 2
Additional Services
--No Additional Services determined at this time.
EDAW US Domestic Standard Services Agreement
Revision 1,January 20,2009
Page 7 of 9
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April 15, EDAW AECOM
SCHEDULE 5
Reports
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EDAW US Domestic Standard Services Agreement
Revision 1,January 20,2009
Page 8 of 9
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City of Seal Beach •
' April 15,2009 EDAW AECOM
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SCHEDULE 6
Insurance Requirements
1.0 Insurance
1.1. Consultant must not commence work under this Agreement until it has provided evidence
satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant must
furnish City with original certificates of insurance and endorsements effecting coverage required by this
Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy must
be signed by a person authorized by that insurer to bind coverage on its behalf, and must be on forms provided
by the City if requested. All certificates and endorsements must be received and approved by the City before
work commences. The City reserves the right to require complete, certified copies of all required insurance
policies, at any time.
1.2. Consultant must, at its expense, procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damages to property that may arise from or in connection with
the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no
less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage must be at least as
broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General
Liability coverage (occurrence form CG 0001); and (2) Automobile Liability: Insurance Services Office Business
Auto Coverage form number CA 0001, code 1 (any auto). Consultant must maintain limits no less than: (1)
General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if
Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the
required occurrence limit; and (2) Automobile Liability: $1,000,000 per accident for bodily injury and property
damage.
1.3. The insurance policies must contain the following provisions, or Consultant must provide
endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided,
reduced or canceled except after 30 days prior written notice (10 days material change) by U.S. or certified mail,
return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of
the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials,
officers, (3) coverage must be primary insurance as respects the City, its directors, officials, officers, employees,
designated agents and volunteers, or if excess, must stand in an unbroken chain of coverage. excess of the
Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its
directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and
must not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials,
officers, employees, designated agents and volunteers shall be covered as additional insureds with respect to the
services or operations performed by or on behalf of the Consultant, including materials, parts or equipment
furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers,
employees, designated agents and volunteers shall be covered as additional insureds with respect to the
ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by
the Consultant or for which the Consultant is responsible.
1.4. All insurance required by this Section must contain standard separation of insureds provisions
and must not contain any special limitations on the scope of protection afforded to the City, its directors, officials,
officers, employees, agents, and volunteers.
1.5. Any deductibles or self-insured retentions must be declared to and approved by the City.
Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, designated
agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related
investigation costs, claims and administrative and defense expenses. EDAW offers a $100K deductible.
EDAW US Domestic Standard Services Agreement
Revision 1,January 20,2009
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