HomeMy WebLinkAboutAgreementAGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
SOUTHERN CALIFORNIA SOIL & TESTING, INC.
THIS 6nP.P. MET is entered into this Sit day of August, 2014, by and between the
Ll V1lLL1Y1L1
CITY OF NATIONAL CITY, a municipal corporation. (the "CITY"), and Southern California
Soil R; Testing, Inc., a corporation (the "CONSULTANT").
RECITALS
WHEREAS, the CITY desires to employ a CONSULTANT to provide on -call project
support services for National City's Capital Improvement Program (CIF).
WHEREAS, the CITY has determined that the CONSULTANT is a geotechnical, soils
and materials testing firm and is qualified by experience and ability to perform the services
desired by the CITY, and the CONSULTANT is willing to perform such services.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
FOLLOWS:
1. ENGAGEMENT t,F CONSULTANT. The CITY agrees to engage the
CONSULTANT, and the CONSULTANT agrees to perform the services set forth here in
accordance with all terms and conditions contained herein.
The CONSULTANT represents that all services shall be performed directly by
the CONSULTANT or under direct supervision of the CONSULTANT.
2. SCOFF OF SERVICES. The CONSULTANT will perform services as set
forth in the attached Exhibit "A", including, but not limited to, geotechnical, soils and materials
testing.
The CONSULTANT will be expected to submit proposals for individual task
orders in a timely manner, consistent with the general scope of services in Exhibit "A". Task
order proposals shall include a detailed scope of work, schedule of deliverables and "not -to -
exceed" cost estimate. The Project Coordinator will issue a Notice to Proceed upon approval of
each individual task order. After iss-uance of a Notice to Proceed for each individual task order,
the CONSULTANT will only receive compensation for actual work performed, on a time and
materials basis, consistent with the detailed scope of work and within the limits of the "not -to -
exceed" cost estimate.
1
Southern California Soil & Testing On -Cali Agreement, August 2014
The CONSULTANT shall be responsible for all research and reviews related to
the work and shall not rely on personnel of the CITY for such services, except as authorized in
advance by the Project Coordinator. The CONSULTANT shall appear at meetings as required
by the Project Coordinator to keep staff and City Council advised of the progress on projects.
The CITY may unilaterally, or upon request from the CONSULTANT, from time
to time reduce or increase the Scope of Services to be performed by the CONSULTANT under
this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith
and confer for the purpose of negotiating a corresponding reduction or increase in the
compensation associated with said change in services, not to exceed a factor of 1 5% from the
base amount.
3. PROJECT COOK MNATION AND SUPERVISION.
Stephen Manganiello, Director of Public Works/City Engineer, hereby is designated as the
Project Coordinator for the CITY and will monitor the progress and execution of this
Agreement. The CONSULTANT shall assign a single Project Director to provide supervision
and have overall responsibility for the progress and execution of this Agreement for the
CONSULTANT. Garrett Fountain, P.E., thereby is designated as the Project Director for the
CONSULTANT.
4. COMPENSATION AND PAYMENT. The compensation for the
CONSULTANT shall be based on monthly billings covering actual work performed. Billings
shall include labor classifications, respective rates, hours worked and materials, consistent with
Exhibit "B". The total cost for services described in Exhibit "A" shall not exceed $300,000 (the
Base amount) without prior written authorization from the Project Coordinator. Monthly
invoices will be processed for payment and remitted within thirty (30) days from receipt of
invoice, provided that work is accomplished consistent with the general scope of services in
Exhibit "A", and the detailed scope of work and schedule of deliverables provided for
individual task orders, as determined by the Project Coordinator.
The CONSULTANT shall maintain all books, documents, papers, employee time
sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such
materials available at its office at all reasonable times during the term of this Agreement and for
three (3) years from the date of final payment under this Agreement, for inspection by the CITY,
and for furnishing of copies to the CITY, if requested.
5. ACCE1PT_ABJTiL TV OF WORK. The City shall_ deride any and all questions
which may arise as to the quality or acceptability of the services performed and the manner of
performance, the acceptable completion of this Agreement, and the amount of compensation
due. In the event the CONSULTANT and the City cannot agree to the quality or acceptability of
the work, the manner of performance and/or the compensation payable to the CONSULTANT
in this Agreement, the City or the CONSULTANT shall give to the other written notice. Within
ten (10) business days, the CONSULTANT and the City shall each prepare a report which
supports their position and file the same with the other party,
2 southern California Soil & Testing On -Call Agreement, August 20E4
The City shall, with reasonable diligence, determine the quality or acceptability of the work, the
manner of performance and/or the compensation payable to the CONSULTANT.
6. FFFECTTVE DATE ANT) LENGTH OF AGREEMENT. This Agreement
will become effective on August 5, 2014. The duration of this Agreement is for the period of
August 5, 2014 through August 4, 2016. With mutual agreement of the parties, this Agreement
may be extended for an additional period of up to one year, through August 4, 2017.
7. r'i;SPOSY 'I_oN An) QW4 itSIIIILOF DOCUMENTS The Memoranda,
Reports, Maps, Drawings_ Plans, Specifications; and other documents prepared by the
CONSULTANT for this Project, whether paper or electronic, shall become the property of the
CITY for use with respect to this Project, and shall be turned over to the CITY upon completion
of the Project, or any phase thereof, as contemplated by this Agreement.
Contemporaneously with the transfer of documents, the CONSULTANT hereby
assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright
in, and the right to reproduce, all written material, drawings, plans, specifications, or other work
prepared under this Agreement, except upon the CITY'S prior authorization regarding
reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT
shall, upon request of the CITY, execute any further document(s) necessary to further effectuate
this waiver and disclaimer.
The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce,
modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S
written work product for the CITY'S purposes, and the CONSULTANT expressly waives and
disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to
intellectual property and artistic works.
Any modification or reuse by the CITY of documents, drawings, or
specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability
under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or
for any liability to the CITY should the documents be used by the CITY for some project other
than what was expressly agreed upon within the Scope of this project, unless otherwise mutually
agreed.
8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of
this Agreement will be acting in an independent capacity and not as agents, employees, partners,
or joint ventnrerc with one another. Neither the CONS T ANT nor the CONSU TANT'S
employees are employees of the CITY, and are not entitled to any of the rights, benefits, or
privileges of the CITY'S employees, including but not limited to retirement, medical,
unemployment, or workers' compensation insurance.
This Agreement contemplates the personal services of the CONSULTANT and
the CONSULTANT'S employees, and it is recognized by the parties that a substantial
inducement to the CITY for entering into this Agreement was, and is, the professional
reputation and competence of the CONSULTANT and its employees. Neither this Agreement
3 Southern California Soil & Testing On -Call Agreement, August 2.014
nor any interest herein may be assigned by the CONSULTANT without the prior written
consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from
employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may
deem necessary for the proper and efficient performance of this Agreement. All agreements by
CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to
adhere to the applicable terms of this Agreement.
q. CONTROL. Neither the CITY nor its officers, agents, or employees shall have
any control over the conduct of the CONSULTANT or any of the CONSULTANT'S
employees, except as herein set forth, and the CONSULTANT or the CONSTTT,TANT'S agents,
servants, or employees are not in any manner agents, servants, or employees of the CITY, it
being understood that the CONSULTANT its agents, servants, and employees are as to the
CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the
CITY are solely such as are prescribed by this Agreement.
10. CON IPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the
performance of the services to be provided herein, shall comply with all applicable state and
federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City
of National City, whether now in force or subsequently enacted. The CONSULTANT and each
of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City
business license prior to and during performance of any work pursuant to this Agreement.
11. LICENSES. PEThe CONSULTANT represents and covenants
that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally
required to practice its profession. The CONSULTANT represents and covenants that the
CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of
this Agreement, any license, permit, or approval which is legally required for the
CONSULTANT to practice its profession.
12. STANDARD OF CARFF.
A. The CONSULTANT, in performing any services under this Agreement,
shall perform in a manner consistent with that level of care and skill ordinarily exercised by
members of the CONSULTANT'S trade or profession currently practicing under similar
conditions and in similar locations. The CONSULTANT shall take all special precautions
necessary to protect the CONSULTANT'S employees and members of the public from risk of
harm arising out of the nature of the work and/or the conditions of the work site.
B. Unless disclosed in writing prior to the date of this Agreement, the
CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years
preceding, been debarred by a governmental agency or involved in debarment, arhitrat:on or
litigation proceedings concerning the CONSULTANT ' S professional performance or the
furnishing of materials or services relating thereto.
C. The CONSULTANT is responsible for identifying any unique products,
treatments, processes or materials whose availability is critical to the success of the project the
CONSULTANT has been retained to perform, within the time requirements of the CITY, or,
when no time is specified, then within a commercially reasonable time. Accordingly, unless the
CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all
4 Southern California Soil & Testing On -Call Agreement, August 2014
products, materials, processes or treatments identified in the project documents prepared for the
CITY are reasonably commercially available. Any failure by the CONSULTANT to use due
diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any
increased costs that result from the CITY' S later inability to obtain the specified items or any
reasonable substitute within a price range that allows for project completion in the time frame
specified or, when not specified, then within a commercially reasonable time.
13. NON-DISCRIMINA'QN PROVISION. The CONSULTANT shall not
discriminate against any employee or applicant for employment because of age, race, color,
ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or
medical condition. The CONSULTANT will take positive action to insure that applicants are
employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation,
marital status, national origin, physical handicap, or medical condition. Such action shall
include but not be limited to the following: employment, upgrading, demotion, transfer,
recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of
compensation, and selection for training, including apprenticeship. The CONSULTANT agrees
to post in conspicuous places available to employees and applicants for employment any notices
provided by the CITY setting forth the provisions of this non-discrimination clause.
14. CONFIDENTIAL INFORNLATLON. The CITY may from time to time
communicate to the CONSULTANT certain confidential information to enable the
CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT
shall treat all such information as confidential and shall not disclose any part thereof without the
prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of
such information, even within its own organization, to the extent necessary to perform the
services to be provided herein. The foregoing obligation of this Section 14, however, shall not
apply to any part of the information that (i) has been disclosed in publicly available sources of
information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly
available sources of information; (iii) is already in the possession of the CONSULTANT
without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to
the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has
been or is rightfully authorized by that third party.
The CONSULTANT shall not disclose any reports, recommendations,
conclusions or other results of the services or the existence of the subject matter of this
Agreement without the prior written consent of the CITY. In its performance hereunder, the
CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting
the information or other property of any other person, firm or corporation.
The CONSULTANT shall be liable to CITY for any damages caused by breach
of this condition, pursuant to the provisions of Section 14.
15. DEMNIFICATION AND HOLD HARMLESS. The CONSULTANT
agrees to defend, indemnify, and hold harmless the City of National City, its officers and
employees, against and from any and all liability, loss, damages to property, injuries to, or death
of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable
5 Southern California Soil & Testing On -Call Agreement, August 2014
attorneys' fees, and defense costs, of any kind or nature, including workers' compensation
claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S
negligent performance of this Agreement.
The indemnity, defense and hold harmless obligations contained herein shall
survive the termination of this Agreement for any alleged or actual omission, act, or negligence
under this Agreement that occurred during the term of this Agreement.
16. WO S' COMPENSATION. The CONSULTANT shall comply with all
of the provi si ons of the Workers' Compensation Insurance and Safety Acts of the State of
California, the applicable provisions of Division 4 and 5 of the California Government Code
and all amendments thereto; and all similar State or federal acts or laws applicable; and shall
indemnify, and hold harmless the CITY and its officers, and employees from and against all
claims, demands, payments, suits, actions, proceedings, and judgments of every nature and
description, including reasonable attorney's fees and defense costs presented, brought or
recovered against the CITY or its officers, employees, or volunteers, for or on account of any
liability under any of said acts which may be incurred by reason of any work to be performed by
the CONSULTANT under this Agreement.
17. llSURANCF, The CONSULTANT, at its sole cost and expense, shall
purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to
purchase and maintain throughout the term of this Agreement, the following checked insurance
policies:
A. ® If checked, Prafessionai Liability Insurance (errors and
omissions) with minimum limits of $1,000,000 per occurrence.
B. Automobile Insurance covering all bodily injury and property damage
incurred during the performance of this Agreement, with a minimum coverage of $1,000,000
combined single limit per accident. Such automobile insurance shall include owned, non -
owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents
and employees as additional insured, and a separate additional insured endorsement shall be
provided.
C. Commercial General Liability Insurance, with minimum limits of
$2,000,000 per occurrence and $4,000,000 aggregate, covering all bodily injury and property
damage arising out of its operations under this Agreement. The policy shall name the CITY and
its officers, agents and employees as additional insured, and a separate additional insured
endorsement shall be provided. The general aggregate limit must apply solely to this "project"
or "location".
D. Workers' Compensation Insurance in an amount sufficient to meet
sta _lztory � require:ents coveringao f CONSULTANT' S euYivyces and employers' liability-
insurance
with limits of at least $1,000,000 per accident. In addition, the policy shall be
endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided
prior to commencement of work under this Agreement. If CONSULTANT has no employees
subject to the California Workers' Compensation and Labor laws, CONSULTANT shall
execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by
CITY.
6 Southern California Soil & Testing On -Call Agreement, August 2014
E. The aforesaid policies shall constitute primary insurance as to the CITY,
its officers, employees, and volunteers, so that any other policies held by the CITY shall not
contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior
written notice to the CITY of cancellation or material change.
F. If required insurance coverage is provided on a "claims made" rather than
"occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years
after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date
must be on or before the date of this Agreement.
G. Insurance shall be written with only California admitted companies that
hold a current policy holder's alphabetic and financial size category rating of not lesu than A
VII according to the current Best's Key Rating Guide, or a company equal financial stability
that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -
admitted "surplus lines" carriers, they must be included on the most recent California List of
Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements.
H, This Agreement shall not take effect until certificate(s) or other sufficient
proof that these insurance provisions have been complied with, are filed with and approved by
the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies
in full force and effect at all times during the terms of this Agreement, the CITY may elect to
treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate
the Agreement as provided herein.
I. All deductibles and self -insured retentions in excess of $10,000 must be
disclosed to and approved by the CITY.
18. LEGAL FEES. If any party brings a suit or action against the other party arising
from any breach of any of the covenants or agreements or any inaccuracies in any of the
representations and warranties on the part of the other party arising out of this Agreement, then
in that event, the prevailing party in such action or dispute, whether by final judgment or out -of -
court settlement, shall be entitled to have and recover of and from the other party all costs and
expenses of suit, including attorneys' fees.
For purposes of determining who is to be considered the prevailing party, it is
stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall
not be considered in determining the amount of the judgment or award. Attorney's fees to the
prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's
fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual
amount of attorney's fees incurred by the prevailing party.
19. MEIMA"FIONIARBITRATION. If a dispute arises out of or relates to this
Agreement, or the breach thereof, the p rh1rs it re,P_ first to try, in good faitl_3 to settle t e .tior,,,te
by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of
the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of
mediation shall be borne equally by the parties. Any controversy or claim arising out of, or
relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be
settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration
Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the
7 Southern California Soil & Testing On -Call Agreement, August 2014
parties, and a judgment thereon may be entered in any court having jurisdiction over the subject
matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to
the arbitration, provided that each party shall pay for and bear the costs of its own experts,
evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part
thereof against a specified party as part of the arbitration award.
20. TERMINATION.
A. This Agreement may be terminated with or without cause by the CITY.
Termination without cause shall be effective only upon 60-day's written notice to the
CONSULTANT. During said 60-day period the CONSULTANT shall perform all .services in
accordance with this Agreement.
B. This Agreement may also be terminated immediately by the CITY for
cause in the event of a material breach of this Agreement, misrepresentation by the
CONSULTANT in connection with the formation of this Agreement or the performance of
services, or the failure to perform services as directed by the CITY.
C. Termination with or without cause shall be effected by delivery of written
Notice of Termination to the CONSULTANT as provided for herein.
D. In the event of termination, all finished or unfinished Memoranda
Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the
CONSULTANT, whether paper or electronic, shall immediately become the property of and be
delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable
compensation for any work satisfactorily completed on such documents and other materials up
to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder,
and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter,
ownership of said written material shall vest in the CITY all rights set forth in Section 7.
E. The CITY further reserves the right to immediately terminate this
Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a
reorganization of the CONSULTANT for the benefit of creditors; or (3) a business
reorganization, change in business name or change in business status of the CONSULTANT.
21. ZIOTICES. All notices or other communications required or permitted
hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail
(Federal Express or the like); or sent by registered or certified mail, postage prepaid, return
receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or
delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the
earlier of (i) if personally delivered, the date of delivery to the address of the person to receive
such notice, (ii) if sent by overnight mail, the business day following its deposit in such
overnight mail iaeiiiiy, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten
(10) days if the address is outside the State of California) after the date of deposit in a post
office, mailbox, mail chute, or other like facility regularly maintained by the United States
Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with
charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice,
request, demand, direction or other communication delivered or sent as specified above shall be
directed to the following persons:
8 Southern California Soil & Testing On -Call Agreement, August 2014
To CITY: Stephen Manganiello
Director of Public Works/City Engineer
Engineering & Public Works Department
City of National City
1243 National City Boulevard
National City, CA 91950-4301
To CONSI JLT.ANT;
Garrett Fountain, P.E.
Principal Geotechnical Engineer
Southern California Soil & Testing, Inc.
6280 Riverdale Street
San Diego, CA 92120
Notice of change of address shall be given by written notice in the manner
specified in this Section. Rejection or other refusal to accept or the inability to deliver because
of changed address of which no notice was given shall be deemed to constitute receipt of the
notice, demand, request or communication sent. Any notice, request, demand, direction or other
communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-
eight (48) hours by letter mailed or delivered as specified in this Section.
22. CONFLICT OF INTEREST AN,1I POLITICAL REFORM ACT
O$LIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform
services of any kind for any person or entity whose interests conflict in any way with those of
the City of National City. The CONSULTANT also agrees not to specify any product,
treatment, process or material for the project in which the CONSULTANT has a material
financial interest, either direct or indirect, without first notifying the CITY of that fact. The
CONSULTANT shall at all times comply with the terms of the Political Reform Act and the
National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself
and shall not use its official position to influence in any way any matter coming before the
CITY in which the CONSULTANT has a financial interest as defined in Government Code
Section 87103. The CONSULTANT represents that it has no knowledge of any financial
interests that would require it to disqualify itself from any matter on which it might perform
services for the CITY.
If checked, the CONSULTANT shall comply with all of the reporting
requirements of the Political Reform Act and the National City Conflict of Interest Code.
Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City
Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall
obtain from the City Clerk.
The CONSULTANT shall be strictly liable to the CITY for all damages, costs or
expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the
CONSULTANT.
9 Southern California Soil & Testing On -Call Agreement, August 2014
23. PREVAILING WAGES. State prevailing wage rates may apply to work
performed under this Agreement. State prevailing wages rates apply to all public works
contracts as set forth in California Labor Code, including but not limited to, Sections
1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State
prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws,
ordinances, rules, and regulations.
24. peaSCELLANEOUS PROVISIONS.
A. Computation of Time Periods. If any date or time period provided for in
this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date
shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a
Saturday, Sunday or federal, state, or legal holiday.
B. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which, together, shall constitute but one
and the same instrument.
C. Captions. Any captions to, or headings of, the sections or subsections of
this Agreement are solely for the convenience of the parties hereto, are not a part of this
Agreement, and shall not be used for the interpretation or determination of the validity of this
Agreement or any provision hereof.
D. No Obligations to Third Parties. Except as otherwise expressly provided
herein, the execution and delivery of this Agreement shall not be deemed to confer any rights
upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto.
E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are
hereby incorporated herein by this reference for all purposes.
F. Amendment to this Agreement. The terms of this Agreement may not be
modified or amended except by an instrument in writing executed by each of the parties hereto.
G. Waiver. The waiver or failure to enforce any provision of this Agreement
shall not operate as a waiver of any future breach of any such provision or any other provision
hereof.
H. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
I. Audit. If. this Agreement exceeds ten -thousand dollars (S 10,000), the
parties shall be subject to the examination and audit of the State Auditor for a period of three (3)
years after final payment under the Agreement, per Government Code Section 8546.7.
J. Entire Agreement. This Agreement supersedes any prior agreements,
negotiations and communications, oral or written, and contains the entire agreement between the
parties as to the subject matter hereof No subsequent agreement, representation, or promise
made by either party hereto, or by or to an employee, officer, agent or representative of any
party hereto shall be of any effect unless it is in writing and executed by the party to be bound
thereby.
K. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of the parties hereto.
L. Construction. The parties acknowledge and agree that (i) each party is of
equal bargaining strength, (ii) each party has actively participated in the drafting, preparation
and negotiation of this Agreement, (iii) each such party has consulted with or has had the
10 Southern California Soil & Testing On -Call Agreement, August 2014
opportunity to consult with its own, independent counsel and such other professional advisors as
such party has deemed appropriate, relative to any and all matters contemplated under this
Agreement, (iv) each party and such party's counsel and advisors have reviewed this
Agreement, (v) each party has agreed to enter into this Agreement following such review and
the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are
to be resolved against the drafting party shall not apply in the interpretation of this Agreement,
or any portions hereof, or any amendments hereto.
LN WJT'NFSS WHEREOF, the parties hereto have executed this Agreement on the date
and year first above written.
CITY OF NATIONAL CITY SOUTHERN CALIFORNIA SOIL &
TESTING, INC.
By:
Ron Morrison, Mayor
APPROVED AS TO FORM:
Claudia G, Silva
City Attorney
By:
Neal W. Clejnents, C.E.Q.
Garr�ti untain, Principal Engineer
1 1 Southern California Soil & Testing On Call Agreetnent, August 2014
EXHIBIT "A"
COVPR
SOUTHERN CALIFORNIA
SOIL&TEST:NG,INC.
A California Certified Small Business Enrerpriee(SBEl
February 23, 2014
Mr. Stephen Manganiello
Director of Public Works/City Engineer
City of National City
Department of Engineering & Public Works
1243 National City Boulevard
National City, CA 91950
San Diego 6280 Riverdale Street
619.280.4321 San Diego, CA 92120
83-740 Citrus Avenue
Suite C
Indio, CA 92201-3438
Riverside j. 113.0 Palmyrita Avenue
951.966.8711 Suite 33D-A
Riverside, CA 52507
Toll Free
877.215.4321 www.scst.com
Indio
760.776.6983
SCS&T No.14-0089
Re: Request for Qualifications (RFQ) On -Call Project Support Services for National City's
Capital Improvement Program (CIP) - Geotechnical (Soils & Materials Testing) Discipline
Dear Mr. Manganiello:
Southern California Soil & Testing, Inc. (SCS&T) respectfully submits the following qualifications package
for an opportunity to provide geotechnical, soils and materials testing services to the City of National City.
SCS&T is an established locally owned and operated firm that has 55 years of experience providing
geotechnical engineering and materials testing and special inspection services. The firm has been in
continuous practice since 1959, which is a statement that cannot be made by any other local competitor.
SCS&T has an in-house full service laboratory that is certified by the various regulatory agencies that
mandate our services. These agencies include AASHTO, ASTM, CCRL, Caltrans, DSA, City of San Diego,
and the US Army Corps of Engineers. We are a Small Business Enterprise (SBE) and Disabled Veteran
Business Enterprise (DVBE) certified by the State of California. Our engineers, technicians and inspectors
are familiar with local conditions and agencies and are knowledgeable regarding State, Federal, Regional
and local regulations.
Within our 55 year history, SCS&T has worked with numerous public agencies and has held on -call contracts
with a variety of school districts, water districts, and public agencies. SCS&T currently provides on -call
services to the City of Del Mar, City of Palm Springs, County of San Diego, !mperial Irrigation District,
Otay Water District, San Diego Unified School District, Southwestern College, and the State of California
Department of Corrections. I believe the following submittal package highlights SCS&T's experience and
ability to provide the City of National City with unparalleled services related to geotechnical engineering and
soils and materials testing.
I will be the primary y point p' l process,should
d T awarded the City's
a i� ri�ittar of contact duringthe i v vutai and at iu�iiL SCS&T be
contract, I will serve as SCS&T's Principal Geotechnical Engineer. I am available to answer any questions
or provide additional information, if needed. I can be reached anytime at (619) 944-4012,
Your time and consideration on our behalf is greatly appreciated.
Sincerely,
SOUTHERN CALIFORNIA SOIL & TESTING, INC.
-' Garrett Fountain, PE, GE
Principal Geotechnical Engineer
EXHIBIT "B"
SOUTHERN CALIFORNIA
1 r SOIL & TESTING, INC.
Prevailing Wage Schedule of Fees for Professional Services
Effective January 1, 2014
San Diego
619.280.4321
Indio
760.775.5983
Beaumont
910.381.7188
Toil Free
877.215,4321
6280 Riverdale Street
San Diego, CA 92120
83-740 Citrus Avenue, Suite G
Indio. CA 92201-3438
514 N. CaNfarnie Avenue, Suite S
Dumont, CA 92223
wvw.acstcan
PROFESSIONAL SERVICES
Engineer/Geologist
Principal Engineer/Geologist $174
Senior Engineer/Geologist 146
Staff Engineer/Geologist 121
Concrete Mix Design Review 174
Deposition and Trial Testimony (4-Hour Minimum, with any time over 4 hours billed as 8 hours) 365
Technician
Soils/Materials/QA-QC Supervisor $120
Soils Technician 92
Materials Technician (ACI) 92
QA/QC Technician (Third Party) 92
Floor Flatness (Dip Stick) Technician 208
Coring - Asphalt, Concrete, Masonry and Gunite 182
Certified Deputy Inspection
Certified Materials Special Inspector $92
Certified Building Inspector 92
NDT Technician (UT, MT, DT, VT) 92
Batch Plant Inspector 77
OSPHD Inspector A, B 112
OSPHD Inspector C 110
AWS Certified Welding Inspector (Field Welding, Shop Welding, High -Strength Bolting) 99
Miscellaneous
Overtime and Saturday Rate 1.5 x Regular Hourly Rate
Sunday and Nationally Recognized Holiday Rate (including the day after Thanksgiving) 2 x Regular Hourly Rate
Minimum Professional Fee $520/Project
Minimum Field Services Fee $415/Project
Rush Surcharge Hoiinai rate plus 50%
TRAVEL
Personnel Regular Hourly Rate
Per Diem (variable, depending on location) $90-170/day
Sample Pick up (San Diego, Riverside and San Bernardino Counties) $66
EQIThPMEiw T AND MATERIALS
Nuclear Gauge Included in Technician Rate
Outside Services/Equipment/Materials Cost + 20%
Generator $52/day
Pachometer
$111ho•.rr
Concrete Vapor Emission Kits (ASTM F 1869) $36/kit
LABORATORY TESTS
Soil and Aggregate
Maximum Density, 4-inch mold (ASTM D1557) $200
Maximum Density, 6-inch mold (ASTM D1557) 220
Rock Correction. for Maximum Densities 26
Plasticity Index (ASTM D4318) 127
Hydrometer Analysis (ASTM D422) 110
Resistance Value, R-Value (Cal 301, ASTM D2844) 276
California Bearing Ratio includes Max Density C (ASTM D1883) 618
Sand Equivalent (Cal 217, ASTM D2419) 88
Corrosivity (inc. pH, resistivity, soluble chlorides and sulfates) 187
Sieve Analysis, Coarse (ASTM C136) 59
Sieve Analysis, Fine (ASTM C136) 74
Specific Gravity, Coarse (ASTM C127) 69
Specific Gravity, Fine (ASTM C127) 69
Durability Index (Cal 227) 224
Asphalt Concrete
Hveem — Maximum Bulk Specific Gravity (Cal 308) per plug.. $133
Hveem and Stabilometer (Cal 308/366) per plug 175
Rice — Maximum Theoretical Specific Gravity (ASTM D2041)266
Bulk Specific Gravity, Cores (ASTM D1188) 58
Sieve Analysis Extracted Aggregate (ASTM D5444) 89
Percent Bitumen (ASTM D6307) 183
Marshall Density (ASTM D6926) per plug 133
Marshall Density, Stability and Flow (ASTM D6927) per plug175
Additional laboratory testing prices available upon request
Collapse Potential (ASTM D5333) S i 10
Expansion Index (ASTM D4829) 177
Sieve Analysis (ASTM D422) 83
Direct Shear, Normal Speed (ASTM D3080) 208
Direct Shear, Slow Speed (ASTM D3080) 332
Masonry
Compressive Strength, Block 8"x 8"x16" (ASTM C140) $52
Compressive Strength, Prisms 8"x16"x8" or smaller 110
Compressive Strength, Prisms Larger than 8"x16"x8" 149
Compressive Strength, Grout 3"x3"x66" (ASTM C10:9) 27
Compressive Strength, Mortar 2"x4" (ASTM C780) 27
Compressive Strength, Mortar 2"x2" (ASTM C309) 29
Linear Shrinkage, Block (ASTM C426) 252
Concrete
Compressive Strength, Cylinders (ASTM C39) S27
Compressive Strength, Core (ASTM C42) 59
Compressive Strength, Shotcrete Panel, 3 cores (ASTM C1140)... 290
Splitting Tensile Strength, 6"x12" Cylinder (ASTM C496) 74
Flexural Strength, 6"x6"x24" Beam (ASTM C78) 74
Length Change, Mortar or Concrete (ASTM C157) 371
Metals
Tensile Strength, #3 - #8 Reinforcing Steel (ASTM A615/A706). $74
Tensile Strength, .#9 - #11 (ASTM E8) 90
Bend Test, #3 - #11 Reinforcing Steel (ASTM E8) 45
TERMS AND CONDITIONS
All field services will be charged from portal to portal with the following minimum charges:
• A one -hour minimum charge will be applied to materials sampling and sample pickups.
• A two-hour show -up charge will be applied to any service canceled after 4:00 PM the previous day.
• A four-hour minimum charge will be applied to all field services.
• A six -hour charge will be applied to all field services requiring between four and six hours of work.
• An eight -hour charge will be applied to all field services requiring between six and eight hours of work.
• Work in excess of eight hours up to twelve hours in a single day, will be charged in 30-minute increments at 1.5 times the standard rate.
• Work in excess of twelve hours in a day will be charged in one -hour increments at 2.0 times the standard rate.
• The Director of Industrial Relations (DIR) may dictate periodic increases to the prevailing wage during the duration of this project/contract. SCS&T will increase
cur hourly rate on the effective date determined by the DIR, by a factor of 1.8 times the hourly increase.
• A two and one-half percent (2.5%) fee will be charged for project administrative tasks.
• Certified payroll can be provided if requested. A one -hour administrative charge will be invoiced per pay period.
Work performed by field or laboratory personnel outside of normal business hours (6:30 AM — 5:00 PM) will be charged a premium on a case -by -case basis.
Reimbursables: SCS&T reserves the right to charge for services outside of the contract in the form of reimbursables. These items include, but are not limited to the
following consumables: magnetic particle powder, ultrasonic conulent, concrete cylinder cans, etc. The following are also included: mileage, travel time, equirp,„P"+
rental, administrative time utilized for photocopying, distribution lists, express mailing, archive searches, etc.
Subcontracted services that are included on the Fee Schedule will be charged at those rates. Subcontracted services not included in our Fee Schedule will be charged at
cost plus 20 percent. Per Diem charges will be applied to projects outside a 50-mile radius of our office. Miteage will be charged at the rate of SO cents per mile for
distances over 50 miles from the location of dispatch.
Invoices for all services completed or in progress will be submitted bi-monthly. These invoices are due in full upon presentation to the client. invoices outstanding
over 30 days will be considered past due. A fmance charge will be computed at the rate of 1.5 percent per month, which is an annual rate of 18 percent, and charged on
all past due accounts. If legal action is brought on delinquent accounts, the prevailing party shall be entitled to recover its reasonable attorney's fees and other costs of
collection.
Our professional engineering, geology, and inspection services are performed in accordance with the current standards of practice in the industry. No other warranty or
representation, express or implied, is made or intended.
Should any services provided by SCS&T for this project become subject to state or federal prevailing wage requirements, SCS&T will be compensated for those
services at its prevailing wage rates, from the date these requirements become effective through completion of the project.
Cefebratin ' more than SO Years in Southern California