HomeMy WebLinkAboutAGENDA REPORT 2012 0118 CC REG ITEM 10JITEM 10.J.
MOORPARK CITY COUNCIL 1"
AGENDA REPORT
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TO: Honorable City Council
FROM: Hugh R. Riley, Assistant City MNnsultan a e '
BY: Ky Spangler, Special Projects
DATE: January 6, 2012 (CC Meeting of 1/18/12)
SUBJECT: Consider Award of a Professional Services Agreement to Rybak
Geotechnical, Inc. for Geotechnical Engineering Investigation in
the Amount of $24,600 for the Civic Center Campus Master Plan
Environmental Impact Report Including the Moorpark Library
Expansion and Reconstruction Project Located at 699 Moorpark
Avenue
BACKGROUND & DISCUSSION
One of the City Council's top ten priorities for Fiscal Year 2011/2012 is the construction
of a new City Hall and Library. The planning and design process for this significant City
Capital Improvement project has been under development for several years, and an
Environmental Impact Report (EIR) document is under preparation. GKK Works
( "GKK ") was selected as the architect for the project in 2004 and since that time has
been working on design development of the Civic Center Campus Master Plan. The
Council is separately considering an amendment to GKK's existing agreement to
undertake architectural and engineering design efforts for the expansion and
reconstruction of the Moorpark City Library.
The consulting firm preparing the EIR document, BonTerra Consulting ( "BonTerra "), has
requested the City provide geotechnical and soils investigation data to be incorporated
into the Draft EIR covering the entire Civic Center Campus Master Plan project.
Additionally, GKK requires geotechnical information as part of the design development
for the library expansion and reconstruction planning.
In order to meet both of these goals, Rybak Geotechnical, Inc. ( "Rybak ") has submitted
a proposal (Attachment 1) covering the library expansion and the Civic Center Campus
Master Plan. Rybak's proposal provides for subsurface exploration, laboratory testing,
We
Honorable City Council
January 18, 2012
Page 2
engineering analysis, and report preparation including grading, paving, and design
recommendations. Rybak's work will be conducted by Richard Rybak, California
registered Geotechnical Engineer and Eirik Haenschke, California registered
Engineering Geologist. The resulting report data will be provided by the City to both
BonTerra and GKK for their respective use in completing their contractual activities.
Rybak anticipates that the geotechnical report and associated recommendations can be
provided within four to six weeks of commencing exploration activities.
FISCAL IMPACT
The Capital Improvement budget for Fiscal Year 2011/2012 the Civic Center Complex is
$3,605,303. To date $1,877,974 has been encumbered leaving an available balance of
$1,699,816. Therefore, no additional funds need to be budgeted for the proposed work
at this time. Sufficient funds exist in the budget to cover this work.
STAFF RECOMMENDATION
Approve a Professional Services Agreement with Rybak Geotechnical, Inc. in the
amount of $24,600 for geotechnical engineering investigation services for the Civic
Center Campus Master Plan EIR document and reconstruction and expansion of the
Moorpark City Library and the and authorize the City Manager to execute the
agreement, subject to final language approval of the City Manager and City Attorney.
Attachment 1: Rybak Geotechnical, Inc. Revised Proposal dated January 6, 2012
Attachment 2: Professional Services Agreement
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ATTACHMENT 1
Rx Rybak Geotechnical, Inc.
Consulting Engineers
16022 Arminta Street., Ste. #7, Van Nuys, California 91406 • (818) 785 -0550 • Fax (818) 785 -0440
December 23, 2011
(Revised January 6, 2012)
Proposal No. 11 -12 -151
City of Moorpark
c/o gkk works
155 South Fair Oaks
Pasadena, California 91105
Attn: Javan Nabili, AIA
Principal
Subject: Proposal to Prepare a Geotechnical Engineering Investigation
Proposed Civic Center
699 Moorpark Avenue, Moorpark, California
INTRODUCTION
In accordance with your request, Rybak Geotechnical, Inc. is pleased to submit this proposal to
prepare a geotechnical engineering investigation for the subject project. As part of the preparation
of this proposal, pertinent, available geotechnical and geologic information has been reviewed. In
addition, a site visit by a representative of this office has been conducted.
The responsible geotechnical engineer on the project will be Richard Rybak, registered Geotechnical
Engineer in the State of California, license number G.E. 2131. The responsible engineering
geologist on the project will be Eirik F. Haenschke, registered Engineering Geologist in the State of
California, license number C.E.G. 1597.
PROPOSED CONSTRUCTION
This proposal has been based upon review of the plan entitled, City of Moorpark - Civic Center Site
Plan - Scheme A, prepared by gkkworks, undated. Based on our current understanding, the proposed
project will include the following:
8,000 square -foot renovation and expansion of the existing library building.
35,000 square-foot new city hall which will consist of two, single -story buildings
New paved parking along the north portion of the existing civic center site.
91
Proposed Civic Center December 23, 2011 (Revised January 6, 201I)
Moorpark Avenue and Aioh Street Moorpark California Pr000sal No 11-12-151
Page 2
8 -acre expansion of the new civic center to the west, which is anticipated to include
one or two new buildings for community and/or civic purposes, a pavilion structure,
an amphitheater -type facility for civic uses, park open space, and new at -grade paved
parking
Several retaining walls are anticipated due to the re- grading of the site. Grading of the site is
anticipated to include removal of onsite stockpiled soils, removal and recompaction of onsite earth
materials, placement of additional fill to build up pads, and placement of retaining wall backfill.
SCOPE OF SERVICES
General
Based upon our understanding of the proposed construction and the probable subsurface conditions,
the scope of services to be performed by Rybak Geotechnical, Inc., includes subsurface exploration,
laboratory testing, engineering analysis and report preparation. Our scope of work does not include
testing of the soils/groundwater for contaminants, nor does it include a site - specific fault
investigation (i.e. fault trenching).
Subsurface Exploration
Subsurface exploration will include the excavation of 24 exploratory borings, 8 backhoe test
trenches, and two test pits. The borings, trenches and test pits will be excavated to depths ranging
from 5 to 50 feet beneath the existing ground surface. Based upon our site observations, it appears
that an 8 to 10 -foot high soil stockpile exists along the western extension of the subject site.
Observations of the stockpile indicate that abundant oversize rocks are present. At least six of the
backhoe test pits will be excavated through this stockpile to determine the nature of the soils. This
will provide information as to the suitability of this stockpile to be either exported from the site, or
be reused as properly compacted fill on the site.
The earth materials encountered during excavation of the borings, trenches and test pits will be
logged and visually classified in accordance with the Unified Soil Classification System. Both
undisturbed, ring samples and bulk samples of the earth materials will be collected and transported
to the laboratory for testing. The test trenches in the area of the proposed amphitheater will be
downhole logged by the certified engineering geologist. It is anticipated that bedrock will be
encountered in this area.
Laboratory Testing
Laboratory testing will be conducted on both undisturbed, ring samples and bulk samples of the
encountered earth materials. The purpose of the testing is to determine the engineering properties
of the earth materials. Testing is anticipated to include determination of insitu moisture content and
Rylaak Geotechnical, Inc.
16022 Arminta Sheet, Ste. #7, Van Nuys, California 91406 - (818) 785 -0550 - Fax (818) 785 -0440
(992
Proposed Civic Center December 23, 20II (Revised January 6, 202I)
Moorpark Avenue and High Street, Moorpark, California Proposal No. II -I2 -252
Page 3
dry density, shear strength, consolidation characteristics, grain -size distribution, Atterberg limits,
compaction characteristics, expansion potential, soil corrosion, and R- value.
Engineering Analysis and Report Preparation
Subsequent to exploration and laboratory testing, engineering analysis will be performed utilizing
the acquired data. The results of the exploration, laboratory testing and analysis will be synthesized
into a geotechnical engineering investigation report. The report will be prepared in conformance
with the 2010 California Building Code (CBC). The report will include a summary of the
encountered subsurface conditions, a discussion regarding the controlling engineering properties of
the soils, and recommendations with respect to the proposed development. Based on the current
knowledge of subsurface conditions, the following will be addressed:
Preparation of a Site Location Map.
2. Preparation of Site Geologic Map.
3. Evaluation of historical seismicity, with a description of how historical earthquakes
have affected the site.
4. Evaluation of mapped spectral acceleration parameters, site classification, site
coefficients, and design spectral acceleration parameters.
5. Liquefaction potential evaluation performed utilizing peak ground acceleration equal
to Scs/2.5.
6. Consideration of tsunami or seiche hazard.
7. Evaluation of the surficial and gross stability of the slopes in the area of the proposed
amphitheater, and provision of mitigating recommendations, if necessary.
8. Results of the field exploration and laboratory tests, with a complete description of
the soil conditions encountered, including logs of exploratory borings, trenches, and
test pits, a plan indicating the locations of exploratory excavations and their
elevations related to the nearest bench mark.
9. Information on total settlements and differential settlements to be expected, both
short and long term, based on type of foundations used.
10. Recommendations regarding foundation types, shallow and deep.
11. Recommendations for design of retaining walls.
Rybak Geotechnical, Inc.
16022 Arminto Street, Ste. #7, Van Nuys, California 91406 • (818) 785 -0550 • Fax (818) 785 -0440 (993
Proposed Civic Center December 23, 2011 (Revised January 6, 20I1)
Moorpark Avenue and High Street Moorpark California Proposal No, II -I2 -151
Page 4
12. Recommendations for grading including site preparation, backfilling, and
compaction.
13. Recommendations for on -grade floor slab support including subgrade preparation and
criteria for testing and subgrade preparations for compliance with specified
procedures.
14. Recommendations on the influence and treatment of expansive soils.
15. Recommendations on the use of site excavated materials for use as fill or backfll
material.
16. Information regarding ground water conditions, if any, including construction
problems.
17. Recommendations for design of on -grade paving..
18. Recommendations regarding the corrosion potential of the on -site and the corrosive
effect of the soils on concrete steel and underground piping.
19. Temporary excavations during construction; allowable slope gradients; necessary
shoring.
COST OF SERVICES
Based on the scope of the project and our services as outlined in this proposal, the fee for the
preparation of the geotechnical engineering investigation will be 524,600. If the payment of
prevailing wage is mandatory on this project then the fee would be $28,200. Assuming our
investigation is to be strictly for the existine library expansion, the non - prevailing way fee would be
$6.400. and the prevailing AUe fee would be $7200. These fees include exploration, laboratory
testing, report preparation, presentation of seven copies of the report, and payment for an
encroachment permit for exploration. The fee does not include the following:
- costs related to report submittal to any reviewing agencies
- fees for geotechnical services during construction
- bonds that may be required
It is anticipated that the report can be provided within four to six weeks of commencing exploration.
The date exploration is commenced is dependent on drilling contractor availability, current site
owner concerns, among other items.
"ok Qeotechnical, Inc.
16022 Arminto Street, Ste. #7, Van Nuys, California 91406 - (818) 785 -0550 - Fox (818) 785 -0440
94
Proposed Civic Center December 23, 2011 (Revised January 6, 2011)
Moorpark Avenue and Rioh Street, Moorpark, California Proposal no, 11 -12 -151
Page S
AUTHORIZATION
Should you find the scope of work and total fee acceptable, please acknowledge your acceptance by
providing this office a written agreement. We appreciate the opportunity to offer our proposal on
this project. Any questions regarding the terms and conditions of this proposal should be directed
to the undersigned. The fees and terms outlined in this proposal will be honored for a period of six
months from the date of this proposal.
tfully submitl
R G O CE
RICHARD RYBAK
President
Rybak Geotechnical, Inc.
16022 Arminta Street, Ste. #7, Van Nuys, California 41406 • (818) 785 -0550 • Fox (818) 785 -0440 (995
ATTACHMENT 2
AGREEMENT BETWEEN THE CITY OF MOORPARK AND
RYBAK GEOTECHNICAL, INC., FOR
GEOTECHNICAL INVESTIGATION SERVICES
THIS AGREEMENT, is made and effective as of this day of
, 2012, between the City of Moorpark, a municipal corporation ( "City ")
and Rybak Geotechnical, Inc., a California corporation ( "Consultant'). In consideration
of the mutual covenants and conditions set forth herein, the parties agree as follows:
WHEREAS, City has the need for geotechnical investigation services; and
WHEREAS, Consultant specializes in providing such services and has the proper
work experience, certifications, and background to carry out the duties involved; and
WHEREAS, Consultant has submitted to City a Proposal dated January 6, 2012,
which is attached hereto as Exhibit B.
NOW, THEREFORE, in consideration of the mutual covenants, benefits and
premises herein stated, the parties hereto agree as follows:
TERM
The term of this Agreement shall be from the date of execution to completion of
the work identified in the Scope of Services and in conformance with Exhibit B, unless
this Agreement is terminated or suspended pursuant to this Agreement.
2. SCOPE OF SERVICES
City does hereby retain Consultant, as an independent contractor, in a
contractual capacity to provide geotechnical investigation services, as set forth in
Exhibit B. In the event there is a conflict between the provisions of Exhibit B and this
Agreement, the language contained in this Agreement shall take precedence.
Consultant shall perform the tasks described and set forth in Exhibit B.
Consultant shall complete the tasks according to the schedule of performance which is
also set forth in Exhibit B.
Compensation for the services to be performed by Consultant shall be in
accordance with Exhibit B. Compensation shall not exceed the rates or total contract
value of twenty -four thousand six hundred dollars ($24,600.00) as stated in Exhibit B,
without the written authorization of the City Manager. Payment by City to Consultant
shall be in accordance with the provisions of this Agreement.
3. PERFORMANCE
Consultant shall at all times faithfully, competently and to the best of their ability,
experience, standard of care, and talent, perform all tasks described herein. Consultant
W.
shall employ, at a minimum, generally accepted standards and practices utilized by
persons engaged in providing similar services as are required of Consultant hereunder
in meeting its obligations under this Agreement.
4. MANAGEMENT
The individual directly responsible for Consultant's overall performance of the
Agreement provisions herein above set forth and to serve as principal liaison between
City and Consultant shall be Richard Rybak, and no other individual may be substituted
without the prior written approval of the City Manager.
The City's contact person in charge of administration of this Agreement, and to
serve as principal liaison between Consultant and City, shall be the City Manager or the
City Manager's designee.
5. PAYMENT
Taxpayer ID or Social Security numbers must be provided, on an IRS 1099 form,
before payments may be made to vendors.
The City agrees to pay Consultant monthly, in accordance with the payment
rates and terms and the schedule of payment as set forth in Exhibit 6, based upon
actual time spent on the above tasks. This amount shall not exceed twenty -four
thousand six hundred dollars ($24,600.00) for the total term of the Agreement unless
additional payment is approved as provided in this Agreement.
Consultant shall not be compensated for any services rendered in connection
with its performance of this Agreement, which are in addition to those set forth herein,
unless such additional services are authorized in advance and in writing by the City
Manager. Consultant shall be compensated for any additional services in the amounts
and in the manner as agreed to by City Manager and Consultant at the time City's
written authorization is given to Consultant for the performance of said services.
Consultant shall submit invoices monthly for actual services performed. Invoices
shall be submitted on or about the first business day of each month, or as soon
thereafter as practical, for services provided in the previous month. Payment shall be
made within thirty (30) days of receipt of each invoice as to all non - disputed fees. Any
expense or reimbursable cost appearing on any invoice shall be accompanied by a
receipt or other documentation subject to approval of the City Manager. If the City
disputes any of Consultant's fees or expenses it shall give written notice to Consultant
within thirty (30) days of receipt of any disputed fees set forth on the invoice.
6. TERMINATION OR SUSPENSION WITHOUT CAUSE
The City may at any time, for any reason, with or without cause, suspend, or
terminate this Agreement, or any portion hereof, by serving upon the Consultant at least
ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall
immediately cease all work under this Agreement, unless the notice provides otherwise.
2 97
If the City suspends or terminates a portion of this Agreement such suspension or
termination shall not make void or invalidate the remainder of this Agreement.
The Consultant may terminate this Agreement only by providing City with written
notice no less than thirty (30) days in advance of such termination.
In the event this Agreement is terminated or suspended pursuant to this Section,
the City shall pay to Consultant the actual value of the work performed up to the time of
termination or suspension, provided that the work performed is of value to the City.
Upon termination or suspension of the Agreement pursuant to this Section, the
Consultant will submit an invoice to the City pursuant to this Agreement.
7. DEFAULT OF CONSULTANT
The Consultant's failure to comply with the provisions of this Agreement shall
constitute a default. In the event that Consultant is in default for cause under the terms
of this Agreement, City shall have no obligation or duty to continue compensating
Consultant for any work performed after the date of default and can terminate or
suspend this Agreement immediately by written notice to the Consultant. If such failure
by the Consultant to make progress in the performance of work hereunder arises out of
causes beyond the Consultant's control, and without fault or negligence of the
Consultant, it shall not be considered a default.
If the City Manager or his /her designee determines that the Consultant is in
default in the performance of any of the terms or conditions of this Agreement, he /she
shall cause to be served upon the Consultant a written notice of the default. The
Consultant shall have five (5) days after service upon it of said notice in which to cure
the default by rendering a satisfactory performance. In the event that the Consultant
fails to cure its default within such period of time, the City shall have the right,
notwithstanding any other provision of this Agreement, to terminate this Agreement
without further notice and without prejudice to any other remedy to which it may be
entitled at law, in equity or under this Agreement.
8. OWNERSHIP OF DOCUMENTS
Consultant shall maintain complete and accurate records with respect to sales,
costs, expenses, receipts, and other such information required by City that relate to the
performance of services under this Agreement. Consultant shall maintain adequate
records of services provided in sufficient detail to permit an evaluation of services. All
such records shall be maintained in accordance with generally accepted accounting
principles and shall be clearly identified and readily accessible. Consultant shall provide
free access to the representatives of City or the City's designees at reasonable times to
such books and records; shall give the City the right to examine and audit said books
and records; shall permit City to make transcripts therefrom as necessary; and shall
allow inspection of all work, data, documents, proceedings, and activities related to this
Agreement. Notification of audit shall be provided at least thirty (30) days before any
such audit is conducted. Such records, together with supporting documents, shall be
maintained for a period of ten (10) years after receipt of final payment.
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Upon completion of, or in the event of termination or suspension without cause of
this Agreement, all original documents, designs, drawings, maps, models, computer
files, surveys, notes, and other documents prepared in the course of providing the
services to be performed pursuant to this Agreement shall become the sole property of
the City and may be used, reused, or otherwise disposed of by the City without the
permission of the Consultant. With respect to computer files, Consultant shall make
available to the City, at the Consultant's office and upon reasonable written request by
the City, the necessary computer software and hardware for purposes of accessing,
compiling, transferring, and printing computer files.
9. INDEMNIFICATION AND HOLD HARMLESS
Professional Liability: Consultant shall indemnify, defend (with counsel
reasonably acceptable to City) and hold harmless City, and any and all of its officials,
employees, and agents ( "the Indemnitees °) from and against any liability (including
liability for claims, suits, actions, arbitration proceedings, administrative proceedings,
regulatory proceedings, losses, expenses, or costs of any kind, whether actual, alleged
or threatened, including attorneys' fees and costs, court costs, interest, defense costs,
and expert witness fees), where the same arises out of, are a consequence of, or are in
any way attributable to, in whole or in part, the negligence, willful misconduct, errors or
omissions, in 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, except such damage as is caused by
negligence of the City or any of its officials, employees, or agents.
Other than Professional Liability: Consultant shall indemnify, defend and hold
harmless City, and any and all of its employees, officials, and agents from and against
any liability (including liability for claims, suits, actions, arbitration proceedings,
administrative proceedings, regulatory proceedings, losses, expenses, or costs of any
kind, whether actual, alleged or threatened, including attorneys' fees and costs, court
costs, interest, defense costs, and expert witness fees), where the same arise out of,
are a consequence of, or are in 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 subconsultants
of Consultant.
Consultant agrees to obtain executed indemnity agreements with provisions
identical to those set forth here in this Section from each and every subconsultant, or
any other person or entity involved by, for, with, or on behalf of Consultant in the
performance of this Agreement. In the event Consultant fails to obtain such indemnity
obligations from others as required here, Consultant agrees to be fully responsible
according to the terms of this Section. Failure of City to monitor compliance with these
requirements imposes no additional obligations on City and will in no way act as a
waiver of any rights hereunder. This obligation to indemnify and defend City as set forth
here is binding on the successors, assigns, or heirs of Consultant and shall survive the
termination of this Agreement or this Section.
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City does not and shall not waive any rights that it may have against Consultant
by reason of this Section, because of the acceptance by City, or the deposit with City, of
any insurance policy or certificate required pursuant to this Agreement. The hold
harmless and indemnification provisions shall apply regardless of whether or not said
insurance policies are determined to be applicable to any losses, liabilities, damages,
costs, and expenses described in this Section.
10. INSURANCE
Consultant shall maintain prior to the beginning of and for the duration of this
Agreement insurance coverage as specified in Exhibit A attached hereto and
incorporated herein by this reference as though set forth in full.
11. INDEPENDENT CONSULTANT
Consultant is and shall at all times remain as to the City a wholly independent
Contractor. The personnel performing the services under this Agreement on behalf of
Consultant shall at all times be under Consultant's exclusive direction and control.
Neither City nor any of its officers, employees, or agents shall have control over the
conduct of Consultant or any of Consultant's officers, employees, or agents, except as
set forth in this Agreement. Consultant shall not at any time or in any manner represent
that it or any of its officers, employees, or agents are in any manner officers or
employees, or agents of the City except as set forth in this Agreement. Consultant shall
not incur or have the power to incur any debt, obligation, or liability against City, or bind
City in any manner.
No employee benefits shall be available to Consultant in connection with the
performance of this Agreement. Except for the fees paid to Consultant as provided in
the Agreement, City shall not pay salaries, wages, or other compensation to Consultant
for performing services hereunder for City. City shall not be liable for compensation or
indemnification to Consultant for injury or sickness arising out of performing services
hereunder.
12. LEGAL RESPONSIBILITIES
The Consultant shall keep itself informed of local, state and federal laws and
regulations which in any manner affect those employed by it or in any way affect the
performance of its service pursuant to this Agreement. The Consultant shall at all times
observe and comply with all such laws and regulations. The City, and its officers and
employees, shall not be liable at law or in equity occasioned by failure of the Consultant
to comply with this Section.
13. ANTI DISCRIMINATION
Neither the Consultant, nor any subconsultant under the Consultant, shall
discriminate in employment of persons upon the work because of race, religious creed,
color, national origin, ancestry, physical handicap, medical condition, marital status or
gender of such person, except as provided in Section 12940 of the Government Code.
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The Consultant shall have responsibility for compliance with, this Section [Labor Code
Section 17351.
14. UNDUE INFLUENCE
Consultant declares and warrants that no undue influence or pressure is used
against or in concert with any officer or employee of the 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
the City will receive compensation, directly or indirectly from Consultant, or 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. Violation of this Section shall
be a material breach of this Agreement entitling the City to any and all remedies at law
or in equity.
15. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of the City, or their designees or agents, and no
public official who exercises authority over or responsibilities with respect to the
Services during his /her tenure or for one year thereafter, shall have any interest, direct
or indirect, in any agreement or sub - agreement, or the proceeds thereof, for work to be
performed in connection with the Services performed under this Agreement.
16. CONFLICT OF INTEREST
Consultant covenants that neither they nor any officer or principal of their firm
have any interests, nor shall they acquire any interest, directly or indirectly, which will
conflict in any manner or degree with the performance of their services hereunder.
Consultant further covenants that in the performance of this Agreement, they shall
employ no person having such interest as an officer, employee, agent, or subconsultant.
Consultant further covenants that Consultant has not contracted with nor is performing
any services directly or indirectly, with the developer(s) and /or property owner(s) and /or
firm(s) and /or partnership(s) and /or public agency(ies) owning property and /or
processing an entitlement application for property in the City or its Area of Interest, now
or within the past one (1) year, and further covenants and agrees that Consultant and /or
its subconsultants shall provide no service or enter into any contract with any
developer(s) and /or property owner(s) and /or firm(s) and /or partnership(s) and /or public
agency(ies) owning property and /or processing an entitlement application for property in
the City or its Area of Interest, while under contract with the City and for a one (1) year
time period following termination of this Agreement.
17. NOTICE
Any notice to be given pursuant to this Agreement shall be in writing, and all such
notices and any other document to be delivered shall be delivered by personal service
or by deposit in the United States mail, certified or registered, return receipt requested,
with postage prepaid, and addressed to the party for whom intended as follows:
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To: City Manager
City of Moorpark
799 Moorpark Avenue
Moorpark, California 93021
To: Richard Rybak
Rybak Geotechnical, Inc.
16022 Arminta Street, Suite 7
Van Nuys, California 91406
Either party may, from time to time, by written notice to the other, designate a
different address or contact person, which shall be substituted for the one above
specified. Notices, payments and other documents shall be deemed delivered upon
receipt by personal service or as of the third (3rd) day after deposit in the United States
mail.
18. CHANGE IN NAME
Should a change be contemplated in the name or nature of the Consultant's legal
entity, the Consultant shall first notify the City in order that proper steps may be taken to
have the change reflected in the Agreement documents.
19. ASSIGNMENT
Consultant shall not assign this Agreement or any of the rights, duties, or
obligations hereunder. It is understood and acknowledged by the parties that Consultant
is uniquely qualified to perform the services provided for in this Agreement.
20. LICENSES
. At all times during the term of this Agreement, Consultant shall have in full force
and effect, all licenses required of it by law *for the performance of the services in this
Agreement.
21. VENUE AND GOVERNING LAW
This Agreement is made, entered into, and executed in Ventura County,
California, and any action filed in any court or for arbitration for the interpretation,
enforcement or other action of the terms, conditions, or covenants referred to herein
shall be filed in the applicable court in Ventura County, California. The City and
Consultant understand and agree that the laws of the State of California shall govern
the rights, obligations, duties, and liabilities of the parties to this Agreement and also
govern the interpretation of this Agreement.
22. COST RECOVERY
In the event any action, suit or proceeding is brought for the enforcement of, or
the declaration of any right or obligation pursuant to this Agreement or as a result of any
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alleged breach of any provision of this Agreement, the prevailing party shall be entitled
to recover its costs and expenses, including attorneys' fees, from the losing party, and
any judgment or decree rendered in such a proceeding shall include an award thereof.
23. ARBITRATION
Cases involving a dispute between City and Consultant may be decided by an
arbitrator if both sides agree in writing, with costs proportional to the judgment of the
arbitrator.
24. ENTIRE AGREEMENT
This Agreement and the Exhibits attached hereto contain the entire
understanding between the parties relating to the obligations of the parties described in
this Agreement. All prior or contemporaneous agreements, understandings,
representations, and statements, oral or written, are merged into this Agreement and
shall be of no further force or effect. Each party is entering into this Agreement based
solely upon the representations set forth herein and upon each party's own independent
investigation of any and all facts such party deems material.
25. CAPTIONS OR HEADINGS
The captions and headings of the various Articles, Paragraphs, and Exhibits of
this Agreement are for convenience and identification only and shall not be deemed to
limit or define the content of the respective Articles, Paragraphs, and Exhibits hereof.
26. AMENDMENTS
Any amendment, modification, or variation from the terms of this Agreement shall
be in writing and shall be effective only upon approval by both parties to this Agreement.
27. PRECEDENCE
In the event of conflict, the requirements of the City's Request for Proposal, if
any, and this Agreement shall take precedence over those contained in the Consultant's
Proposal.
28. INTERPRETATION OF AGREEMENT
Should interpretation of this Agreement, or any portion thereof, be necessary, it is
deemed that this Agreement was prepared by the parties jointly and equally, and shall
not be interpreted against either party on the ground that the party prepared the
Agreement or caused it to be prepared.
29. WAIVER
No waiver of any provision of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision, whether or not similar, nor shall any such
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waiver constitute a continuing or subsequent waiver of the same provision. No waiver
shall be binding unless executed in writing by the party making the waiver.
30. AUTHORITY TO EXECUTE
The person or persons executing this Agreement on behalf of the Consultant
warrants and represents that he /she has the authority to execute this Agreement on
behalf of the Consultant and has the authority to bind Consultant to the performance of
obligations hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY OF MOORPARK
in
Steven Kueny, City Manager
Attest:
Maureen Benson, City Clerk
RYBAK GEOTECHNICAL, INC.
Richard Rybak, President
Exhibit A: Insurance Requirements
Exhibit B: Consultant's Proposal dated January 6, 2012
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Exhibit A
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of Work, Consultant will maintain
insurance in conformance with the requirements set forth below. Consultant will use
existing coverage to comply with these requirements. If that existing coverage does not
meet requirements set forth here, Consultant agrees to amend, supplement, or endorse
the existing coverage to do so. Consultant acknowledges that the insurance coverage
and policy limits set forth in this section constitute the minimum amount of coverage
required. Any insurance proceeds available to the City in excess of the limits and
coverage required in this Agreement and which is applicable to a given loss, will be
available to the City.
Consultant shall provide the following types and amounts of insurance:
Commercial General Liability Insurance using Insurance Services Office (ISO)
"Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense
costs must be paid in addition to limits. There shall be no cross liability exclusion for
claims or suits by one insured against another. Limits are subject to review but in no
event less than $1,000,000 per occurrence for all covered losses and no less than
$2,000,000 general aggregate.
Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including
symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no
event to be less than $1,000,000 per accident. If Consultant owns no vehicles, this
requirement may be satisfied by a non -owned auto endorsement to the general liability
policy described above. If Consultant or Consultant's employees will use personal autos
in any way on this project, Consultant shall provide evidence of personal auto liability for
each such person.
Workers' Compensation on a state - approved policy form providing statutory benefits as
required by law with employer's liability limits no less than $1,000,000 per accident or
disease.
Professional Liability or Errors and Omissions Insurance as appropriate shall be written
on a policy form coverage specifically designed to protect against acts, error or
omissions of the Consultant and "Covered Professional Services" as designated in the
policy must specifically include work performed under this Agreement. The policy limit
shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay
on behalf of the insured and must include a provision establishing the insurer's duty to
defend. The policy retroactive date shall be on or before the effective date of this
Agreement.
Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit
requirements, shall provide coverage at least as broad as specified for the underlying
coverages. Coverage shall be provided on a "pay on behalf' basis, with defense costs
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payable in addition to policy limits. Policy shall contain a provision obligating insurer at
the time insured's liability is determined, not requiring actual payment by the insured
first. There shall be no cross liability exclusion precluding coverage for claims or suits by
one insured against another. Coverage shall be applicable to the City for injury to
employees of Consultant, subconsultants, or others involved in the Work. The scope of
coverage provided is subject to approval by the City following receipt of proof of
insurance as required herein. Limits are subject to review but in no event less than
$2,000,000 aggregate.
Insurance procured pursuant to these requirements shall be written by insurers that are
admitted carriers in the State of California and with an A.M. Bests rating of A- or better
and a minimum financial size of VII.
General conditions pertaining to provision of insurance coverage by Consultant.
Consultant and the City agree to the following with respect to insurance provided by
Consultant:
Consultant agrees to have its insurer endorse the third party general liability
coverage required herein to include as additional insureds the City, its officials,
employees, and agents, using standard ISO endorsement CG 2010 with an
edition prior to 1992. Consultant also agrees to require all contractors and
subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall
prohibit Consultant, or Consultant's employees, or agents, from waiving the right
to subrogation prior to a loss. Consultant agrees to waive subrogation rights
against the City regardless of the applicability of any insurance proceeds, and to
require all contractors and subcontractors to do likewise.
3. All insurance coverage and limits provided by Contractor and available or
applicable to this Agreement are intended to apply to the full extent of the
policies. Nothing contained in this Agreement or any other agreement relating to
the City or its operation limits the application of such insurance coverage.
4. None of the coverages required herein will be in compliance with these
requirements if they include limiting endorsement of any kind that has not been
first submitted to the City and approved in writing.
5. No liability policy shall contain any provision or definition that would serve to
eliminate so- called "third party action over" claims, including any exclusion for
bodily injury to an employee of the insured or of any contractor or subcontractor.
6. All coverage types and limits required are subject to approval, modification, and
additional requirements by the City, as the need arises. Consultant shall not
make any reductions in scope of coverage (e.g. elimination of contractual liability
or reduction of discovery period) that may affect the City's protection without the
City's prior written consent.
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7. Proof of compliance with these insurance requirements, consisting of certificates
of insurance evidencing all of the coverages required and an additional insured
endorsement to Consultant's general liability policy, shall be delivered to city at or
prior to the execution of this Agreement. In the event such proof of any insurance
is not delivered as required, or in the event such insurance is canceled or
reduced at any time and no replacement coverage is provided, the City has the
right, but not the duty, to obtain any insurance it deems necessary to protect its
interests under this or any other Agreement and to pay the premium. Any
premium so paid by the City shall be charged to and promptly paid by Consultant
or deducted from sums due Consultant, at the City's option.
8. Certificate(s) are to reflect that the insurer will provide thirty (30) days notice to
the City of any cancellation or reduction of coverage. Consultant agrees to
require its insurer to modify such certificates to delete any exculpatory wording
stating that failure of the insurer to mail written notice of cancellation or reduction
of coverage imposes no obligation, or that any party will "endeavor" (as opposed
to being required) to comply with the requirements of the certificate.
9. It is acknowledged by the parties of this Agreement that all insurance coverage
required to be provided by Consultant or any subcontractor, is intended to apply
first and on a primary, non - contributing basis in relation to any other insurance or
self- insurance available to the City.
10. Consultant agrees to ensure that subcontractors, and any other party involved
with the Work who is brought onto or involved in the Work by Consultant, provide
the same minimum insurance required of Consultant. Consultant agrees to
monitor and review all such coverage and assumes all responsibility for ensuring
that such coverage is provided in conformity with the requirements of this
section. Consultant agrees that upon request, all agreements with subcontractors
and others engaged in the Work will be submitted to the City for review.
11. Consultant agrees not to self- insure or to use any self - insured retentions or
deductibles on any portion of the insurance required herein and further agrees
that it will not allow any contractor, subcontractor, Architect, Engineer, or other
entity or person in any way involved in the performance of Work contemplated by
this Agreement to self- insure its obligations to the City. If Consultant's existing
coverage includes a deductible or self- insured retention, the deductible or self -
insured retention must be declared to the City. At that time, the City shall review
options with the Consultant, which may include reduction or elimination of the
deductible or self- insured retention, substitution of other coverage, or other
solutions.
12. The City reserves the right at any time during the term of the Agreement to
change the amounts and types of insurance required by giving the Consultant
ninety (90) days advance written notice of such change. If such change results in
substantial additional cost to the Consultant, the City will negotiate additional
compensation proportional to the increased benefit to the City.
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13. For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking any
steps that can be deemed to be in furtherance of or towards performance of this
Agreement.
14. Consultant acknowledges and agrees that any actual or alleged failure on the
part of the City to inform Consultant of non - compliance with an insurance
requirement in no way imposes any additional obligations to the City nor does it
waive any rights hereunder in this or any other regard.
15. Consultant will renew the required coverage annually as long as the City, or its
employees or agents face an exposure from operations of any type pursuant to
this Agreement. This obligation applies whether or not the Agreement is canceled
or terminated for any reason. Termination of this obligation is not effective until
the City executes a written statement to that effect.
16. Consultant shall provide proof that policies of insurance required herein expiring
during the term of this Agreement have been renewed or replaced with other
policies providing at least the same coverage. Proof that such coverage has
been ordered shall be submitted prior to expiration. As coverage binder or letter
from Consultant's insurance agent to this effect is acceptable. A certificate of
insurance and /or additional insured endorsement as required in these
specifications applicable to the renewing or new coverage must be provided to
the City within five days of the expiration of coverage.
17. The provisions of any Workers' Compensation or similar act will not limit the
obligations of Consultant under this Agreement. Consultant expressly agrees not
to use any statutory immunity defenses under such laws with respect to the City,
its employees, officials and agents.
18. Requirements of specific coverage features or limits contained in this section are
not intended as limitations on coverage, limits, or other requirements nor as a
waiver of any coverage normally provided by any given policy. Specific reference
to a given coverage feature is for purposes of clarification only as it pertains to a
given issue, and is not intended by any party or insured to be limiting or all -
inclusive.
19. These insurance requirements are intended to be separate and distinct from any
other provision in this Agreement and are intended by the parties here to be
interpreted as such.
20. The requirements in this section supersede all other sections and provisions of
this Agreement to the extent that any other section or provision conflicts or
impairs the provisions of this section.
21. Consultant agrees to be responsible for ensuring that no contract used by any
party involved in any way with the Work reserves the right to charge the City or
Consultant for the cost of additional insurance coverage required by this
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Agreement. Any such provisions are to be deleted with reference to the City. It is
not the intent of the City to reimburse any third party for the cost of complying
with these requirements. There shall be no recourse against the City for payment
of premiums or other amounts with respect thereto.
22. Consultant agrees to provide immediate notice to City of any claim or loss
against Consultant arising out of the work performed under this Agreement. The
City assumes no obligation or liability by such notice, but has the right (but not
the duty) to monitor the handling of any such claim or claims if they are likely to
involve the City.
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