Zeiser Kling Consultants Inc 2001 •.••
PROFESSIONAL SERVICES AGREEMENT
FOR GEOTECHNICAL CONSULTING SERVICES
THIS AGREEMENT is made and entered into this 18th day of December,
2001, by and between the CITY OF RANCHO PALOS VERDES, hereinafter
referred to as "CITY", and ZEISER KLING CONSULTANTS, INC., hereinafter
referred to as "CONSULTANT".
RECITALS
The City wishes to use the professional services of Consultant to provide
geology and geotechnical engineering consulting services to City on an as-
needed basis; and,
Consultant has represented that it has a unique and specialized
knowledge and understanding of, and experience with, geotechnical engineering
and engineering geology and is qualified to perform said services for City; and,
IN CONSIDERATION of the foregoing recitals and the covenants
hereinafter set forth, the parties hereto mutually agree as follows:
ARTICLE I
SCOPE OF CONSULTANT'S SERVICES
Consultant shall, in a professional and timely manner, perform the
following services, when requested by the City, by or under the direct supervision
of the licensed engineering geologist and/or soils engineer:
A. Field Reviews. Perform site field inspections of proposed construction as
requested by the Building Official, City Engineer or other City official.
Make a visual evaluation and submit a written memorandum stating
findings and recommendations. Such site field inspections are typically
performed during plan check to determine if soils and/or geologic reports
are required. Field review of a given site shall be performed only where
City has established a valid plan check, trust deposit, or other payment
schedule for billing time charges. Field review reports shall be submitted
to the City no later than the following working day.
B. Review Geotechnical Reports. Review the following types of soils and
geology reports presented to Consultant by City:
Soils and/or geology investigation reports performed
for proposed construction in the City;
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ii. As-built geotechnical reports for construction, such as, for
caissons, retaining walls, etc.;
iii As-graded reports for grading of single lots and/or larger
subdivisions in the City;
iv. Other reports of inspection and testing of compacted fills that are
placed in the City.
Review of reports of hazardous wastes or materials is outside the
provisions of this agreement.
Consultant shall review and evaluate reports, checking the consistency of
the findings, conclusions and recommendations, and ascertain whether the
provisions of the Rancho Palos Verdes Municipal Code are satisfied.
Consultant may also perform site field inspections, logging of borings and
trenches, sampling and laboratory tests, engineering analysis, and other tasks as
Consultant deems appropriate to assist in Consultant's reviews. No later than
two (2) weeks after Consultant receives a report to review, Consultant shall
submit a written review letter to City stating the results of Consultant's review and
Consultant's recommendations of either:
• Non-approval. Consultant shall state why approval was not
recommended and list questions to be addressed by subsequent
reports.
• Approval. Consultant shall recommend to City the conditions of
approval of projects, issuing of permits and certifications of occupancy,
as appropriate.
C. Special Studies. As occasions arise, Consultant may be called upon to
Perform special geologic or geotechnical studies or other work requested
by City. Charges shall be billed as defined under Article IV
(Compensation) either to a trust deposit account or budget account, or a
specific contract proposal shall be agreed upon defining the scope of work
and payment schedule.
D. Records. All costs are to be allocated to the appropriate trust deposit,
plan check number or other special fund to which they pertain. The tract,
lot or parcel numbers, address or other designation to identify the project
site to which the costs pertain shall be indicated on all records and
documents.
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ARTICLE II
PERFORMANCE OF SERVICES
Consultant shall perform all services and duties pursuant to this
Agreement in a professional and timely manner, at the direction of the Director of
Planning, Building and Code Enforcement or Director of Public Works or the
Directors' designee. All directives, instructions, or other communications from
City to Consultant shall be through only the Director of Planning, Building and
Code Enforcement or Director of Public Works or the Directors' designee.
ARTICLE III
TERM
This Agreement shall commence on December 18, 2001, and shall
terminate on December 18, 2003, unless otherwise extended by the parties
hereto.
ARTICLE IV
COMPENSATION FOR SERVICES
City shall pay Consultant for its professional services rendered and costs
incurred pursuant to this Agreement in accordance with the rates and amounts
set forth in the fee and cost schedule attached hereto as Exhibit "A" and
incorporated herein by reference. The schedule of hourly rates shall be good
through the term of this contract, pursuant to Article III.
City may request in writing that Consultant perform additional services not
covered by the specific Scope of Work set forth in this agreement, and
Consultant shall perform such services and will be paid for such additional
services in accordance with Consultant's schedule of hourly rates attached
hereto as Exhibit "A" and incorporated herein by reference.
Consultant shall submit to City, by not later than the tenth (10th) day of
each month, its bill for services rendered and costs incurred during the previous
month. If Consultant's bill is properly prepared and received by City by not later
than the tenth (10th) day of the month, City shall pay Consultant all uncontested
amounts set forth in Consultant's bill by not later than 30 days from the date that
the bill was received. All other properly billed and uncontested invoices received
after the 10th of the month shall be paid by City not later than forty-five (45) days
after receipt of Consultant's bill by City. It is further agreed that the periodic
billings are correct, conclusive and binding unless City notifies Consultant in
writing, within fifteen (15) days from the date of receipt of the invoice, of any
alleged inaccuracies, discrepancies or errors in billing.
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All payments due Consultant shall be paid to:
Zeiser Kling Consultants, Inc.
1221 E. Dyer Road, Suite 105
Santa Ana, California 92705
In the event City fails to pay any undisputed amounts due Consultant
within forty-five (45) days after invoices are received by City, then City agrees
that Consultant shall have the right to consider said default a breach of this
Agreement and may be terminated by Consultant without liability to Consultant
upon ten (10) working days advance notice to City.
ARTICLE V
PERSONNEL
Consultant shall provide all personnel necessary to properly
perform the services and duties required under this Agreement, and shall at all
times direct such personnel in the performance of such services and duties.
Frederick L. Zeiser, Henry F. Kling, James M. Lancaster, Matthew G. Rogers,
and Mike Laney shall be principally responsible for Consultant's obligations and
performance under this Agreement and shall serve as the principal liaisons
between City and Consultant. Consultant shall not designate representatives or
liaisons other than Frederick L. Zeiser, Henry F. Kling, James M. Lancaster,
Matthew G. Rogers and Mike Laney without the prior written consent of either the
Director of Planning, Building and Code Enforcement or the Director of Public
Works of City, except for temporary re-assignments in the case of vacation,
illness or emergency, when consultant shall provide verbal notification to either
the Director of Planning, Building and Code Enforcement or the Director of Public
Works of City. Consultant agrees that City shall have the right to consider any
change of the above-named representatives or liaisons that has not received City
approval, as described in this Article V, as a breach of this Agreement, and City
may terminate this agreement upon ten (10) working days advance notice to
Consultant.
Consultant shall notify City in writing of its recommendation of the
retention of any supplemental subconsultants and the need therefor. However,
City shall have the exclusive authority to determine whether such subconsultants
shall be retained pursuant to Consultant's recommendation.
ARTICLE VI
DUTIES OF CITY
City shall provide or make available to Consultant, without charge or
expense, all information, data, records, maps, reports, plans, equipment, or other
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material in its possession necessary for carrying out the services and duties
contemplated under this Agreement.
ARTICLE VII
OWNERSHIP OF DOCUMENTS
City and Consultant agree that all records, data, reports or other
documentation prepared by, in response to, or as a result of the performance of
this Agreement shall be the sole property of City, and are to remain confidential,
and not be released or otherwise made available to any person, entity or
organization without express prior written approval of City. Copies of any data,
records, reports or other documents held by Consultant shall be delivered to City
upon demand. During the term of this Agreement, Consultant may retain one
copy of each document for its records.
No reports, maps or other documents produced in whole or in part under
this Agreement shall be the subject of an application for copyright by or on the
behalf of Consultant. It is agreed that all records, data, reports or other
documents generated by Consultant for City can only be used for the specific
location and/or specific improvement without the written consent of Consultant.
ARTICLE VIII
CONFLICT OF INTEREST
Consultant agrees not to accept any employment or representation during
the term of this Agreement which is or may likely make Contractor "financially
interested" (as provided in California Government Code Sections 1090 and
87100) in any decision made by City on any matter in connection with which
Consultant has been retained pursuant to this Agreement.
Consultant also warrants that it is not, at the time this Agreement is
entered into, engaged in any employment or representation which will or may
likely make Consultant "financially interested" in any decision made by City on
any matter in connection with which Consultant has been retained pursuant to
this Agreement, with the exception of a pre-existing contract with the entity
known as "Vintage Communities, Inc." or Tramonto 37 Partners LTD" or
"Peninsula Point Associates L.P." in association with Tract Map No. 45667, which
is also known as "Tramonto" or "Peninsula Pointe". Therefore Consultant shall
not perform any work for City on this particular project or any other project
proposed in the City by any of these entities.
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ARTICLE IX
INDEMNIFICATION AND INSURANCE
A. Indemnification. Consultant will defend, indemnify and hold harmless City,
its City Council, Boards, Commissions and its officers, employees and
agents (collectively "CITY"), against any claim, loss or liability that arises
because of the sole or primary negligence or willful misconduct of
Consultant, its agents, officers or employees, in performing any of the
services under this Agreement. City will indemnify and hold harmless
Consultant, its agents, officers or employees against any claim, loss or
liability that arises because of the sole or primary negligence or willful
misconduct of City personnel or its other agents or if Consultant is named
as a party in a lawsuit simply because Consultant is performing work on
City's behalf and there is no allegation of any wrong doing on the part of
the Consultant.
B. General Liability. Consultant shall at all times during the term of the
Agreement carry, maintain, and keep in full force and effect, a policy or
policies of Comprehensive General Liability Insurance, with minimum
limits of one million dollars ($1,000,000.00) for each occurrence and in the
aggregate, combined single limit, against any personal injury, death, loss
or damage resulting from the wrongful or negligent acts by Consultant.
Said policy or policies shall be issued by an insurer admitted in the State
of California and rated in Best's Insurance Guide with a rating A VII or
better.
C. Professional Liability. Consultant shall at all times during the term of this
Agreement, carry, maintain, and keep in full force and effect a policy or
policies of professional liability insurance with a minimum limit of one
million dollars ($1,000,000.00). Said policy or policies shall be issued by
an insurer admitted in the State of California and rated in Best's Insurance
Guide with a rating of A VII or better.
D. Automobile Liability. Consultant shall at all times during the term of this
Agreement, carry, maintain, and keep in full force and effect a policy or
policies of automobile liability insurance with a minimum limit of one million
dollars ($1,000,000.00) per accident for bodily injury and property
damage. Said policy or policies shall be issued by an insurer admitted in
the State of California and rated in Best's Insurance Guide with a rating of
A VII or better.
E. Worker's Compensation. Consultant agrees to maintain in force at all
times during the performance of work under this Agreement worker's
compensation insurance as required by the law. Consultant shall require
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any subcontractor similarly to provide such compensation insurance for
their respective employees.
F. Notice of Cancellation.
All insurance policies shall provide that the insurance coverage
shall not be canceled by the insurance carrier without thirty (30)
days prior written notice to City. Consultant agrees that it will not
cancel or reduce said insurance coverage.
ii. Consultant agrees that if it does not keep the aforesaid insurance in
full force and effect, City may either immediately terminate this
Agreement or, if insurance is available at a reasonable cost, City
may take out the necessary insurance and pay, at Consultant's
expense, the premium thereon.
G. Certificate of Insurance. At all times during the term of this Agreement,
Consultant shall maintain on file with the City Clerk certificates of
insurance showing that the aforesaid policies are in effect in the required
amounts. The comprehensive general liability policy or policies and any
professional liability insurance policy shall contain an endorsement
naming the City as an additional insured.
H. Primary Coverage. The insurance provided by Consultant shall by
primary to any coverage available to City in relation to the services
provided under this agreement. The insurance policies (other that
worker's compensation and professional liability) shall include provisions
for waiver of subrogation.
ARTICLE X
TERMINATION
This Agreement may be terminated at any time, with or without cause, by
either party upon sixty (60) days prior written notice. Notice shall be deemed
serviced upon deposit in the United States Mail or a certified or registered letter,
postage prepaid, return receipt requested, addressed to the other party, or upon
personal service of such notice to the other party, at the address set forth in
Article Xl.
In the event of termination or cancellation of the Agreement by Consultant
or City, due to no fault or failure of performance by Consultant, Consultant shall
be paid compensation for all services performed by Consultant, in an amount to
be determined as follows: for work done in accordance with all of the terms and
provisions of this Agreement, Consultant shall be paid an amount equal to the
amount of services performed prior to the effective date of termination or
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cancellation in accordance with the schedule attached hereto as Exhibit "A";
provided, in no event shall the amount of money paid under the foregoing
provisions of this paragraph exceed the amount which would have been paid to
consultant for the full performance of the services described in Article IV and the
particular purchase order.
In the event of such termination, all finished or unfinished documents,
reports, charts, data, studies, surveys, in the possession of Consultant under this
agreement shall be returned to City, at its option.
ARTICLE XI
GENERAL PROVISIONS
A. Fair Employment Practices/Equal Opportunity Acts. In the performance of
this Agreement, Consultant shall comply with all applicable provisions of
the California Fair Employment Practices Act (California Government
Code Sections 12940-48) and the applicable equal employment provisions
of the Civil Rights Act of 1964 (42 U.S.C. 200e-217), whichever is more
restrictive.
B. Non-discrimination. Consultant shall not discriminate as to race, creed,
religion, gender, color or national origin in the performance of its services
and duties pursuant to this Agreement, and will comply with all rules and
regulations of the City relating thereto.
C. Legal Action.
i. Should either party to this Agreement bring legal action against the
other, the case shall be handled in Los Angeles County, California,
and the party prevailing in such action shall be entitled to
reasonable attorney's fees which shall be fixed by the judge
hearing the case and such fee shall be included in the judgement.
iii. Should any legal action about a project between City and a party
other than Consultant require the testimony of Consultant when
there is no allegation that Consultant was negligent, City shall
compensate Consultant for its testimony and preparation to
testify at the hourly rates in effect at the time of such testimony.
D. Compliance with Applicable Law. Consultant and City shall comply with
all applicable laws, ordinances and codes of the Federal, State and local
Governments.
E. Assignment. This Agreement shall not be assignable by either party
without the prior written consent of the other party. Notwithstanding the
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foregoing, Consultant may use the services of persons and entities not in
its employ, when it is appropriate and customary to do so upon prior
approval by City. Such persons and entities include, but are not limited to,
surveyors, specialized consultants and testing laboratories. Consultant's
use of others for additional services shall not be unreasonably restricted
by City, provided Consultant notifies City in advance.
F. Independent Consultant. Consultant is and shall at all times remain, as to
City, a wholly independent Consultant. Neither City nor any of its agents
shall have control over the conduct of Consultant or any of Consultant's
employees, except as herein set forth. Consultant expressly warrants not
to, at any time or in any manner, represent that it, or any of its agents,
servants or employees, are in any manner the agents, servants or
employees of City, it being distinctly understood that Consultant is, and
shall at all times remain to City, a wholly independent contractor and
Consultant's obligations to City are solely such as are prescribed by this
Agreement.
G. Titles. That titles used in this Agreement are for general reference only
and are not part of this Agreement.
H. Extent of Agreement. This Agreement and Exhibit "A" represents the
entire and integrated Agreement between City and Consultant and
supersedes all prior negotiations, representations or agreements, written
or oral. This Agreement may be modified or amended only by a
subsequent written agreement signed by both parties.
I. Legal Construction
i. This Agreement is made and entered into in the State of California
and shall in all respects be interpreted, enforced and governed
under the laws of the State of California.
ii. This Agreement shall be construed without regard to the identity of
the persons who drafted its various provisions. Each and every
provision of this Agreement shall be construed as though each of
the parties participated equally in the drafting of same, and any rule
of construction that a document is to be construed against the
drafting party shall not be applicable to this Agreement.
iii. The article and section, captions and headings herein have been
inserted for convenience only, and shall not be considered or
referred to in resolving questions of interpretation or construction.
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iv. Whenever in this Agreement the context may so require, each
gender shall be deemed to refer to and include any other gender
and the singular shall refer to and include the plural.
J. Notices. All notices pertaining to this Agreement shall be in writing and
addressed as follows:
If to Consultant:
Mr. Rick Zeiser
President
Zeiser Kling Consultants, Inc.
1221 E. Dyer Road, Suite 105
Santa Ana, California 92705
If to City:
Les Evans
City Manager
City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, California 90275
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
ZEISER KLING CONSULTANTS, INC.
By:
r
(Title)
Dated: j3 t) c_ (62
By: -�-• kms'
P/457/1 -1'
(Title)
Dated: (8/ 2,ce'2.
CITY OF RANCHO " 'LO*. VERD
By: � 1/1)' A!I '
Mayor
Dated: 0-0,‘ (1 ,, 2_.003
Attest:
I I .L
Cit Clerk
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EXHIBIT "A"
FEE SCHEDULE
ZEISER KLING CONSULTANTS
Rate
Personnel Classification (per hour)
Principal Geologist or Engineer $135.00
Associate Geologist or Engineer $125.00
Project Engineer or Geologist $109.00
Senior Engineer or Geologist $92.00
Senior Staff Engineer or Geologist $87.00
Staff Engineer or Geologist $67.00
Supervisory Technician $80.00
Senior Technician $68.00
Field Technician $58.00
Technician Assistant $52.00
Draftsman $50.00
Administrative Support $45.00
Word Processing $45.00
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