RKA Consulting/Plan Check Services 06PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and entered into
by and between the CITY OF LA QUINTA, ("City"), a California municipal corporation, and RKA
("Consultant"). The parties hereto agree as follows:
1.0 SERVICES OF CONSULTANT
1.1 Scope of Services. In compliance with all terms and conditions of this Agreement,
Consultant shall provide those services related to on -call engineering plan check services, as
specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by
this reference (the "services" or "work"). Consultant warrants that all services will be
performed in a competent, professional and satisfactory manner in accordance with the
standards prevalent in the industry for such services.
1.2 Compliance with Law. All services rendered hereunder shall be provided in
accordance with all ordinances, resolutions, statutes, rules, regulations and laws of the City of
La Quinta and any Federal, State or local governmental agency of competent jurisdiction.
1.3 Licenses, Permits Fees and Assessments. Except as otherwise specified herein,
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may
be required by law for the performance of the services required by this Agreement. Consultant
shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable
penalties and interest, which may be imposed by law and arise from or are necessary for the
performance of the services required by this Agreement.
1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that (a) it
has thoroughly investigated and considered the work to be performed, (b) it has investigated the
site of the work and fully acquainted itself with the conditions there existing, (c) it has carefully
considered how the work should be performed, and (d) it fully understands the facilities,
difficulties and restrictions attending performance of the work under this Agreement. Should
Consultant discover any latent or unknown conditions materially differing from those inherent in
the work or as represented by City, Consultant shall immediately inform City of such fact and
shall not proceed except at Consultant's risk until written instructions are received from the
Contract Officer (as defined in Section 4.2 hereof).
1.5 Care of Work. Consultant shall adopt reasonable methods during the life of the
Agreement to furnish continuous protection to the work performed by Consultant, and the
equipment, materials, papers and other components thereof to prevent losses or damages, and
shall be responsible for all such damages, to persons or property, until acceptance of the work
by City, except such losses or damages as may be caused by City's own negligence. The
performance of services by Consultant shall not relieve Consultant from any obligation to correct
any incomplete, inaccurate or defective work at no further cost to City, when such inaccuracies
are due to the negligence of Consultant.
1.6 Additional Services. In accordance with the terms and conditions of this Agreement,
Consultant shall perform services in addition to those specified in the Scope of Services when
directed to do so by the Contract Officer, provided that Consultant shall not be required to
perform any additional services without compensation. Any addition in compensation not
2.0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant
shall be compensated in accordance with Exhibit "B" (the "Schedule of Compensation &
Performance"), except as provided in Section 1.6. The method of compensation set forth in the
Schedule of Compensation may include a lump sum payment upon completion, payment in
accordance with the percentage of completion of the services, payment for time and materials
based upon Consultant's rate schedule, or such other methods as may be specified in the
Schedule of Compensation. Compensation may include reimbursement for actual and necessary
expenditures for reproduction costs, transportation expense, telephone expense, and similar
costs and expenses when and if specified in the Schedule of Compensation.
2.2 Method of Payment. Any month in which Consultant wishes to receive payment,
Consultant shall submit to City no later than the tenth (10th) working day of such month, in the
form approved by City's Finance Director, an invoice for services rendered prior to the date of
the invoice. Such invoice shall (1) describe in detail the services provided, including time and
materials, and (2) specify each staff member who has provided services and the number of
hours assigned to each such staff member. Such invoice shall contain a certification by a
principal member of Consultant specifying that the payment requested is for work performed in
accordance with the terms of this Agreement. City will pay Consultant for all expenses stated
thereon which are approved by City pursuant to this Agreement no later than the last working
day of the month.
3.0 PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance. All services rendered pursuant to this Agreement shall be
performed diligently and within the time period established in Exhibit "B" (the "Schedule of
Compensation & Performance"). Extensions to the time period specified in the Schedule of
Performance may be approved in writing by the Contract Officer.
3.3 Force Maieure. The time period specified in the Schedule of Performance for
performance of the services rendered pursuant to this Agreement shall be extended because of
any delays due to unforeseeable causes beyond the control and without the fault or negligence
of Consultant, including, but not restricted to, acts of God or of the public enemy, fires,
earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of
any governmental agency other than City, and unusually severe weather, if Consultant shall
within ten (10) days of the commencement of such delay notify the Contract Officer in writing
of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the forced delay when
and if in his or her judgment such delay is justified, and the Contract Officer's determination
shall be final and conclusive upon the parties to this Agreement,.
3.4 Term. The term of this agreement shall commence on January, 1, 2007 and
terminate on December 31, 2008. Unless earlier terminated in accordance with Sections 7.7 or
7.8 of this Agreement, this Agreement shall continue in full force and effect until completion of
the services, except as otherwise provided in the Schedule of Performance.
4.0 COORDINATION OF WORK
4.1 Representative of Consultant. The following principals of Consultant are hereby
designated as being the principals and representatives of Consultant authorized to act in its
behalf with respect to the work specified herein and make all decisions in connection therewith:
a. It is expressly understood that the experience, knowledge, capability, and reputation
of the foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder.
The foregoing principals may not be changed by Consultant and no other personnel may be
assigned to perform the service required hereunder without the express written approval of
City.
4.2 Contract Officer. The Contract Officer shall be Timothy R. Jonesson or such other
person as may be designated by the City Manager of City. It shall be Consultant's responsibility
to assure that the Contract Officer is kept informed of the progress of the performance of the
services and Consultant shall refer any decisions, which must be made by City to the Contract
Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean
the approval of the Contract Officer.
4.3 Prohibition Against Subcontracting or Assignment, The experience, knowledge,
capability and reputation of Consultant, its principals and' employees were a substantial
inducement for City to enter into this Agreement. Except ,as set forth in this Agreement,
Consultant shall not contract with any other entity to performs in whole or in part the services
required hereunder without the express written approval of City. In addition, neither this
Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of
law, without the prior written approval of City.
4.4 Independent Contractor. Neither City nor any of its employees shall have any control
over the manner, mode or means by which Consultant, its agents or employees, perform the
services required herein, except as otherwise set forth. Consultant shall perform all services
required herein as an independent contractor of City and shall remain at all times as to City a
wholly independent contractor with only such obligations as are consistent with that role.
Consultant shall not at any time or in any manner represent that it or any of its agents or
employees are agents or employees of City.
4.5 City Cooperation. City shall provide Consultant with any plans, publications, reports,
statistics, records or other data or information pertinent to services to be performed hereunder
which are reasonably available to Consultant only from or through action by City.
5.0 INSURANCE INDEMNIFICATION AND BONDS.
5.1 Insurance. Prior to the beginning of and throughout the duration of the Work
performed under this Agreement, Consultant shall procure and maintain, at its cost, and submit
concurrently with its execution of this Agreement, personal and public liability and property
damage insurance against all claims for injuries against persons or damages to property
resulting from Consultant's acts or omissions rising out of or related to Consultant's
performance under this Agreement. The insurance policy shall contain a severability of interest
clause providing that the coverage shall be primary for losses arising out of Consultant's
performance hereunder and neither City nor its insurers shall be required to contribute to any
such loss. A certificate evidencing the foregoing and naming City and its officers and
employees as additional insured shall be delivered to and approved by City prior to
commencement of the services hereunder.
The amount of insurance required hereunder shall be $250,000 per individual; $500,000 per
occurrence for Personal Injury/Property Damage Coverage.
Consultant shall carry automobile liability insurance of $1,000,000 per accident against all
claims for injuries against persons or damages to property arising out of the use of any
automobile by Consultant, its officers, any person directly or indirectly employed by Consultant,
any subcontractor or agent, or anyone for whose acts any of them may be liable, arising
directly or indirectly out of or related to Consultant's performance under this Agreement. If
Consultant or Consultant's employees will use personal autos in any way on this project,
Consultant shall provide evidence of personal auto liability coverage for each such person. The
term "automobile" includes, but is not limited to, a land motor vehicle, trailer or semi -trailer
designed for travel on public roads. The automobile insurance policy shall contain a severability
of interest clause providing that coverage shall be primary for losses arising out of Consultant's
performance hereunder and neither City nor its insurers shall be required to contribute to such
loss. A certificate evidencing the foregoing and naming City and its officers and employees as
additional insured shall be delivered to and approved by City prior to commencement of the
services hereunder.
Consultant shall carry Workers' Compensation Insurance in accordance with State Worker's
Compensation laws 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, errors 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.
Insurance procured pursuant to these requirements shall bb 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 VII.
All insurance required by this Section shall be kept in effect during the term of this Agreement
and shall not be cancelable without thirty (30) days written notice to City of proposed
cancellation. The procuring of such insurance or the delivery of policies or certificates
evidencing the same shall not be construed as a limitation of Consultant's obligation to
indemnify City, its officers, employees, contractors, subcontractors, or agents.
5.2 Indemnification.
a. Indemnification for Professional Liability. When the law establishes a professional
standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant
shall indemnify, protect, defend and hold harmless City and any and all of its officials,
employees and agents ("Indemnified Parties") from and against any and all losses, liabilities,
damages, costs and expenses, including attorney's fees and costs to the extent same are cause
in whole or in part by any negligent or wrongful act, error or omission of Consultant, its
officers, agents, employees or subconsultants (or any entity or individual that Consultant shall
bear the legal liability thereof) in the performance of professional services under this agreement.
With respect to the design of public improvements, the Consultant shall not be liable for any
injuries or property damage resulting from the reuse of the design at a location other than that
specified in Exhibit C without the written consent of the Consultant.
b. Indemnification for Other Than Professional Liability, Other than in the performance
of professional services and to the full extent permitted by law, Consultant shall indemnify,
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, fictions, arbitration proceedings,
administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind,
whether actual, alleged or threatened, including attorney's fees and costs, court costs, interest,
defense costs, and expert witness fees), where the same arise our of, are a consequence of, or
are in any way attributable to, in whole or in part, the performance of this Agreement by
Consultant or by any individual or entity for which Consultant'is legally liable, including but not
limited to officers, agents, employees or subconsultants of Consultant.
C. General Indemnification Provisions. 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.
d. Indemnity Provisions for Contracts Related to Construction. Without affecting the
rights of City under any provision of this agreement, Consultant shall not be required to
indemnify and hold harmless City for liability attributable to the active negligence of City,
provided such active negligence is determined by agreement between the parties or by the
findings of a court of competent jurisdiction. In instances where City is shown to have been
actively negligent and where City's active negligence accounts for only a percentage of the
liability involved, the obligation of Consultant will be for that entire portion or percentage of
liability not attributable to the active negligence of City.
5.3 Remedies. In addition to any other remedies City may have if Consultant fails to
provide or maintain any insurance policies or policy endorsements to the extent and within the
time herein required, City may, at its sole option:
a. Obtain such insurance and deduct and retain the amount of the premiums for
such insurance from any sums due under this Agreement.
b. Order Consultant to stop work under this Agreement and/or withhold any
payment(s) which become due to Consultant hereunder until Consultant
demonstrates compliance with the requirements hereof.
C. Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to any other remedies
City may have. The above remedies are not the exclusive remedies for Consultant's failure to
maintain or secure appropriate policies or endorsements. Nothing herein contained shall be
construed as limiting in any way the extent to which Consultant may be held responsible for
payments of damages to persons or property resulting from Consultant's or its subcontractors'
performance of work under this Agreement.
5.4 General Conditions pertaining to provisions o
Consultant and City agree to the following with respect to
1. Consultant agrees to have its insurer endorse the third party general liability coverage
required herein to include as additional insureds City, its officials, employees and agents, using
standard ISO endorsement No. 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 of subrogation prior to
a loss. Consultant agrees to waive subrogation rights against 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 operations limits the application of
such insurance coverage.
4. None of the coverages required herein will be in compliance with these requirements
if they include any limiting endorsement of any kind that has not been first submitted to City
and approved of 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 City's protection without City's prior written consent.
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 at any time and no replacement coverage is provided, 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 City shall
be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City
option.
8. Certificate(s) are to reflect that the insurer will provide thirty (30) days notice to City
of any cancellation 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 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
City.
10. Consultant agrees to ensure that subcontractors, and any other party involved with
the project who is brought onto or involved in the project by Consultant, provide the same
minimum insurance coverage 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 project will be submitted to 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 on the project contemplated by this agreement to self -
insure its obligations to 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 contract 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 City.
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
City to inform Consultant of non-compliance with any insurance requirement in no way imposes
any additional obligations on 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 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 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. A 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 City within
five (5) days of the expiration of coverages.
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 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 with 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 project reserves the right to charge City or Consultant for the cost
of additional insurance coverage required by this agreement. Any such provisions are to be
deleted with reference to City. It is not the intent of City to reimburse any third party for the
cost of complying with these requirements. There shall be no recourse against City for
payment of premiums or other amounts with respect thereto.
Consultant agrees to provide immediate notice to City of any claim or loss against Consultant
arising out of the work performed under this agreement. 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 City.
6.0 RECORDS AND REPORTS.
6.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer
such reports concerning Consultant's performance of the services required by this Agreement
as the Contract Officer shall require.
6.2 Records. Consultant shall keep such books and records as shall be necessary to
perform the services required by this Agreement and enable the Contract Officer to evaluate the
cost and the performance of such services. Books and records ,pertaining to costs shall be kept
and prepared in accordance with generally accepted accounting iprincipals. The Contract Officer
shall have full and free access to such books and records at all reasonable times, including the
right to inspect, copy, audit, and make records and transcripts from such records.
6.3 Ownership of Documents. Originals of all drawings, specifications, reports, records,
documents and other materials, whether in hard copy or electronic form, which are prepared by
Consultant, its employees, subcontractors and agents in the performance of this Agreement,
shall be the property of City and shall be delivered to City upon termination of this Agreement
or upon the earlier request of the Contract Officer, and Consultant shall have no claim for
further employment or additional compensation as a result of the exercise by City of its full
rights of ownership of the documents and materials hereunder. Consultant shall cause all
subcontractors to assign to City any documents or materials prepared by them, and in the event
Consultant fails to secure such assignment, Consultant shall indemnify City for all damages
suffered thereby.
In the event City or any person, firm or corporation authorized by City reuses said
documents and materials without written verification or adaptation by Consultant for the
specific purpose intended and causes to be made or makes any changes or alterations in said
documents and materials, City hereby releases, discharges, and exonerates Consultant from
liability resulting from said change. The provisions of this clause shall survive the completion of
this Contract and shall thereafter remain in full force and effect,
6.4 Release of Documents. The drawings, specifications, reports, records, documents
and other materials prepared by Consultant in the performance of services under this Agreement
shall not be released publicly without the prior written approval of the Contract Officer or as
required by law. Consultant shall not disclose to any other entity or person any information
regarding the activities of City, except as required by law or as authorized by City.
7.0 ENFORCEMENT OF AGREEMENT.
7.1 California Law. This Agreement shall be construed and interpreted both as to
validity and to performance of the parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim or matter arising out of or in relation to this
Agreement shall be instituted in the Superior Court of the County of Riverside, State of
California, or any other appropriate court in such county, and Consultant covenants and agrees
to submit to the personal jurisdiction of such court in the event of such action.
7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party
shall notify the injuring party in writing of its contentions by submitting a claim therefore. The
injured party shall continue performing its obligations hereunder so long as the injuring party
commences to cure such default within ten (10) days of service of such notice and completes
the cure of such default within forty-five (45) days after service of the notice, or such longer
period as may be permitted by the Contract Officer; provided that if the default is an immediate
danger to the health, safety and general welfare, City may take such immediate action as City
deems warranted. Compliance with the provisions of this section shall be a condition precedent
to termination of this Agreement for cause and to any legal action, and such compliance shall
not be a waiver of any party's right to take legal action in the event that the dispute is not
cured, provided that nothing herein shall limit City's right to terminate this Agreement without
cause pursuant to Section 7.8.
7.3 Retention of Funds. City may withhold from any monies payable to Consultant
sufficient funds to compensate City for any losses, costs, liabilities, or damages it reasonably
believes were suffered by City due to the default of Consultant in the performance of the
services required by this Agreement.
7.4 Waiver. No delay or omission in the exercise of any right or remedy of a non
defaulting party on any default shall impair such right or remedy or be construed as a waiver.
City's consent or approval of any act by Consultant requiring City's consent or approval shall
not be deemed to waive or render unnecessary City's consent to or approval of any subsequent
act of Consultant. Any waiver by either party of any default must be in writing and shall not be
a waiver of any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies
expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are
cumulative and the exercise by either party of one or more of such rights or remedies shall not
preclude the exercise by it, at the same or different times, of any other rights or remedies for
the same default or any other default by the other party.
7.6 Leoal Action. In addition to any other rights or remedies, either party may take legal
action, at law or at equity, to cure, correct or remedy any default, to recover damages for any
default, to compel specific performance of this Agreement, to obtain injunctive relief, or to
obtain any other remedy consistent with the purposes of this Agreement.
7.7 Termination Prior To Expiration Of Term. This section shall govern any termination
of this Agreement, except as specifically provided in the following Section 7.8 for termination
for cause. City reserves the right to terminate this Agreement at any time, with or without
cause, upon thirty (30) days' written notice to Consultant. Upon receipt of any notice of
termination, Consultant shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer. Consultant shall be entitled to compensation for
all services rendered prior to receipt of the notice of termination and for any services authorized
by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as
may be approved by the Contract Officer, except as provided in Section 7.3.
7.8 Termination for Default of Consultant. If termination is due to the failure of
Consultant to fulfill its obligations under this Agreement, City may, after compliance with the
provisions of Section 7.2, take over work and prosecute the some to completion by contract or
otherwise, and Consultant shall be liable to the extent that the total cost for completion of the
services required hereunder exceeds the compensation herein stipulated (provided that City shall
use reasonable efforts to mitigate such damages), and City may withhold any payments to
Consultant for the purpose of setoff or partial payment of the amounts owed City as previously
stated in Section 7.3.
7.9 Attorneys' Fees. If either party commences an action against the other party arising
out of or in connection with this Agreement, the prevailing party shall be entitled to recover
reasonable attorneys' fees and costs of suit from the losing patty.
8.0 CITY OFFICERS AND EMPLOYEES,• NONDISCRIMINATION.
8.1 Non -liability of City Officers and Employees. No officer or employee of City shall be
personally liable to Consultant, or any successor in interest, in the event or any default or
breach by City or for any amount which may become due to Consultant or to its successor, or
for breach of any obligation of the terms of this Agreement.
8.2 Conflict of Interest. No officer or employee of City shall have any personal interest,
direct or indirect, in this Agreement nor shall any such officer, or employee participate in any
decision relating to the Agreement which affects his or her personal interest or the interest of
any corporation, partnership or association in which she or he is, directly or indirectly,
interested, in violation of any State statute or regulation. Consultant warrants that it has not
paid or given and will not pay or give any third party any money or general consideration for
obtaining this Agreement.
8.3 Covenant against Discrimination. Consultant covenants that, by and for itself, its
heirs, executors, assigns, and all persons claiming under or through them, that there shall be no
discrimination against or segregation of, any person or group of persons on account of race,
color, creed, religion, sex, marital status, national origin or ancestry in the performance of this
Agreement. Consultant shall take affirmative action to insure that applicants are employed and
that employees are treated during employment without regard to their race, color, creed,
religion, sex, marital status, national origin or ancestry.
9.0 MISCELLANEOUS PROVISIONS
9.1 Notice. Any notice, demand, request, consent, approval, communication either
party desires or is required to give the other party or any other person shall be in writing and
either served personally or sent by prepaid, first-class mail to the address set forth below.
Either party may change its address by notifying the other party of the change of address in
writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if
mailed as provided in this section.
To City: To Consultant:
CITY OF LA QUINTA RKA
Attention: Thomas P. Genovese Attention: David Gilbertson
City Manager Vice President
78-495 Calle Tampico 398 Lemon (Crook Drive, Suite E
P.O. Box 1504 Walnut, California 91789-2649
La Quinta, California 92247-1504
9.2 Integrated Agreement. This Agreement contains all of the agreements of the parties
and all previous understanding, negotiations and agreements are integrated into and superseded
by this Agreement.
9.3 Amendment. This Agreement may be amended at any time by the mutual consent
of the parties by an instrument in writing signed by both parties.
9.4 Severability. In the event that any one or more of the phrases, sentences, clauses,
paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable
by a valid judgment or decree of a court of competent jurisdiction, such invalidity or
unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs,
or sections of this Agreement which are hereby declared as severable and shall be interpreted to
carry out the intent of the parties hereunder.
9.5 Authority. The persons executing this Agreement on behalf of the parties hereto
warrant that they are duly authorized to execute this Agreement on behalf of said parties and
that by so executing this Agreement the parties hereto are formally bound to the provisions of
this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated
below.
CITY OF LA QUINTA a California municipal corporation
Thomas P. Genovese, City Manager
ATTEST:
Veronica J. Mont ino, CMC, City Clerk
APPROVED AS TO FORM:
We erinZe—J a ity Attorney
CONSULTANT: P-ILA co j"S-lei I u i^ (�"Uf
By: d49
Name: b14V10 6_ &1L46155xvrSo�-j
Date
Title: Fp rs1 .c),f7
Date: �� 30 / Ob
Exhibit A
Scope of Services
Consultant shall provide on -call professional engineering plan check services to the
City.
Exhibit B
Schedule of Compensation & Performance
Consultants Project Schedule is attached and made a part of this agreement.
Consultant shall complete services presented within the scope of work contained
within Exhibit "A" in accordance with the attached project schedule.
L-Ma►T $
Service Term, Schedule & Cost Proposal
Consultant RKA Consulting crc
services for a term of twenty-four (24)
on December 31, 2008.
shall provide
uary 1, 2007 and terminating
OFFICE HOURS
The Consultant shall maintain normal office hours between 8�:00 a.m. and 5:00 p.m.,
Monday through Friday. The Consultant shall be available to meet with City Staff during
normal working hours with 48 hours advance notice.
SCHEDULE
The Consultant shall adhere to the following plan check schedule:
Map Submittal
Map
Check Tum-Around (From Receipt! from City Staff)
1Plate n Check
10
Working Days
2nd Plan Check
10
Working Days
3`d Plan Check
5
Working Days
Plan Submittal
Plan
Check Turn -Around (From Receipx from City Staff)
1Plate n Check
/0
Working Days
2od Plan Check
/0
Working Days
3`d Plan Check
�5 Working Days
For larger, more complex projects such as golf course developments, one (1) additional
week for the 1s' and 2."d plan check shall be provided, if necessary to complete a thorough
plan check. The consultant shall advise the Contract Officer, in writing, if additional time is
needed.
Normal plan check operations will be conducted as follows:
1s' Submittal
Upon completing the 19' review, the Consultant shall submit the "red lined" plans and a
copy of the applicable Plan Check List to the City. The City will provide supplemental
comment as necessary and forward "red lined" plans to the applicant.
2"d and Subsecuent Submittals
Upon receipt of the 2" row and plan check submittal from the applicant and upon completingd
the 2"d review, the Consultant shall submit "red lined" plans and a copy of the applicable 2"
review Plan Check List to the City. The City will provide supplemental comment as
applicable and forward 2"d review "red lined" plans to the applicant. The process of
applicant correction, Consultant review followed by City review and "red lined" plan return
to applicant shall continue until approvable plans are generated and a plan approval letter
is submitted to the City by the Consultant.
If necessary, the Consultant shall be available to meet with City staff and/or the applicant
to review the plan check comments. The Consultant will communicate directly with the
applicant regarding plan check issues and clarifications. The City desires an average of no
more than 3 plan check rounds before final plan approval.
The Consultant shall also maintain a plan check log as follows to track the plan check
status. The plan check log shall include the following information:
1) Receipt Date
2) Transmittal Dates
3) Who is Receiving the Information
4) Status of Plan Check
5) Project Description and City Plan Check Number
6) Plan Check Fees
The Consultant shall maintain all files for a period of three years. Copies of requested files
will be furnished to the City upon request.
Map Check Comaensation
Map check payment shall be made in full at the following "fixed fee" rates as specified
for Tract Maps and Parcel Maps:
Tract Maps $ 2,250 base fee plus $ 35 per lot (including both lettered and
numbered lots)
Parcel Maps $ 2,256 base fee plus $ .er per parcel (including both lettered and
numbered lots) .
Lot Line Adjustment $ -450 base fee plus $ Pf fee per line adjusted
This rate shall be compensation for up to three (3) map checks. Payment for additional
map checks after the third check shall be made at the rates listed in the Schedule of
Billing Rates attached herewith for the actual hours submitted in conformance with
Section 2.2 of the Agreement. An estimate of hours to complete the map check (after
the third check) shall be made in writing to the Contract Officer for approval as
specified in Section 1.6 - Additional Services of the Agreement.
Compensation for the first three map checks shall be distributed at the following
schedule:
First Map Check 65% of the Total Map Check Fee
Second Map Check 20% of the Total Map Check Fee
Third Map Check 15% of the Total Map Check Fee
The Consultant shall be compensated upon the completion of each map check as
indicated in the above schedule and in conformance with Section 2.2 of the
Agreement. If a project is suspended, either definitely or indefinitely, the Consultant
shall be compensated *based on the last completed map check. If the map check
process is completed prior to the third map check, 100% of the map check fee will be
paid upon completion of the final map check.
Consultant may be requested to provide additional map checks after the third check.
Consultant receives no additional compensation for delivery or postage fees necessary to
transmit or receive plans from City.
Consultant also may be requested to provide supplemental map checking or general map
consulting services for specific development related engineering) projects for the City as
applicable.
Payment shall be made in full at an hourly rate of:
$ Ho per hour— no overtime, travel time, expenses or other administrative charges will
be allowable over and above the stated hourly rate schedule.
Plan Check Compensation
Plan check payment shall be made in full at a "fixed fee" rate ofa
$ 306 per sheet (submittals with 1-5 sheets in quantity)
$ 235 per sheet (submittals with 6-15 sheets in quantity)
$ 250 per sheet (submittals with 16 or more sheets in quantity)
Sheet counts are based on the number of sheets submitted for plan check. Sheets may
include title and detail sheets, street plans, storm drain plans, traffic plans, meandering
sidewalk and parkway grading plans, rough & precise grading plans at 30,40 or 50 feet per
inch scale.
Consultant receives no additional compensation for review of supporting documents
including, but not limited to hydrology and hydraulic calculation reports, soils reports &
engineer's cost estimates, conditions of approval, tentative tract and parcel maps.
Consultant receives no additional compensation for delivery or postage fees necessary to
transmit or receive plans from City.
This rate shall be compensation for up to three (3) plan checks. Supplemental paymentfor
additional plan checks after the third check or for special engineering reports including
LAQMP Dust Control Plans, Storm Water Pollution Prevention Plans and Traffic Reports,
shall be in made at the rates listed in the Schedule of Billing Rates attached herewith for
the actual hours submitted in conformance with Section 2.2 of the Agreement. An estimate
of hours to complete the plan check (after the third plan check) or for special reports shall
be made in writing to the Contract Officer for approval as Specified in Section 1.6 -
Additionai Services of the Agreement.
Compensation for the first three plan checks shall be distributed at the following schedule:
First Plan Check 65% of the Total Plan Check Fee
Second Plan Check 20% of the Total Plan Check Fee
Third Plan Check 15% of the Total Plan Check Fee
The Consultant shall be compensated upon the completion of each plan check as
indicated in the above schedule and in conformance with Section 2.2 of the Agreement. If
a project is suspended, either definitely or indefinitely, 'the Consultant shall be
compensated based on the last completed plan check. If the plan check process is
completed prior to the third plan check, 100% of the plan check fee will be paid upon
completion of the final plan check.
The Consultant shall separately invoice per plan and per plan check. No exceptions will
be allowed to the payment schedule.
Consultant also may be requested to provide general civil consulting services for specific
development related engineering projects for the City as applicable.
Payment shall be made in full at an hourly rate of:
$ MCI per hour— no overtime, travel time, expenses or other administrative charges will
be allowable over and above the stated hourly rate schedule.
Prevailing Wage - In accordance with Section 1770 of the Labor Code, the City has ascertained
and does hereby specify that the prevailing wage rates shall be those provided in Article 1110-
20.0, WAGE RATES. The said rates shall include all employer payments that are required by
Section 1773.1 of the Labor Code. The City will furnish to the Contractor, upon request, a copy
of such prevailing rates. It shall be the duty of the Contractor to post a copy of such prevailing
wages at the job site.
CONSULTANT:
By: Date: 10/17/06
Name: David Gilbertson
Title: Vice President
Exhibit C
Special Requirements
I0SM