2008 RBF Consulting/Map Check ServicesPROFESSIONAL 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 RBF Consulting (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 Map
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 and Standard of Work.
a. 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.
b. Standard of Work. Consultant acknowledges and understands that the
services and work contracted for under this Agreement require specialized skills and
abilities and that, consistent with this understanding, Consultant's services and work
will be held to a heightened standard of quality and workmanship. Consistent with
Section 1.4 hereinabove, Consultant represents to City that it holds the necessary
skills and abilities to satisfy the heightened standard of work as set forth in this
Agreement.
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 exceeding five percent (5%) of the
Contract Sum may be approved by the Contract Officer. Any greater increase must
be approved by the City Council.
1.7 Special Requirements. Additional terms and conditions of this Agreement, if
any, which are made a part hereof are set forth in Exhibit "D" (the "Special
Requirements"). In the event of a conflict between the provisions of the Special
Requirements and any other provisions of this Agreement, the provisions of the
Special Requirements shall govern.
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") 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, but not
exceeding the Contract Sum, or such other methods as may be 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 (10N 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
Contractor 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 thirty
(30) days after invoices are received by the City's Finance Department.
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 "C" (the
"Schedule of Performance"). Extensions to the time period specified in the Schedule
of Performance may be approved in writing by the Contract Officer.
3.3 Force Majeure. 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, 2009 and
terminate on December 31, 2010 (initial term). 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:
Brad Welke, Office Manager
a. The aforementioned 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. 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.
RBF Consulting will assign Levi D. Cox, PLS to the City to perform on -call
engineering map check services. RBF Consulting shall get the City's approval prior to
re -assigning or sending any other individual to work for the City other than Levi D.
Cox, PLS. 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. Jonasson, Public
Works Director/City Engineer 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 setforth in
this Agreement, Consultant shall not contract with any other entity to perform 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 determined by the Contract
Sum in accordance with the following table:
Contract Sum Personal Iniurv/Property Damage Coverage
Less than $50,000 $100,000 per individual; $300,000 per occurrence
$50,000 - $300,000 $250,000 per individual; $500,000 per occurrence
Over $300,000 $500,000 per individual; $1,000,000 per
occurrence
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 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 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. General Indemnification Provision.
1. 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 claims, losses, liabilities of every kind, nature
and description, damages, injury (including, without limitation, injury to or death of an
employee of Consultant or sub consultants), costs and expenses of any kind, whether
actual, alleged or threatened, including, without limitation, incidental and
consequential damages, court costs, attorneys' fees, litigation expenses, and fees of
expert consultants or expert witnesses incurred in connection therewith and costs of
investigation, 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 sub
consultants (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.
2. 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, actions, arbitration proceedings, administrative proceedings, regulatory
proceedings, losses, expenses or costs of any kind, whether actual, alleged or
threatened, including, without limitation, incidental and consequential damages, court
costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert
witnesses) incurred in connection therewith and costs of investigation, where the
same arise out 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 sub consultants of Consultant.
3. Standard Indemnification Provisions. Consultant agrees to obtain
executed indemnity agreements with provisions identical to those set forth herein this
section from each and every sub consultant 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
herein, 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 herein is binding on the
successors, assigns or heirs of Consultant and shall survive the termination of this
agreement or this section.
4. 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.
b. Indemnification Provision for Design Professionals.
1. Applicability of Section 5.2(b). Notwithstanding Section 5.2(a)
hereinabove, the following indemnification provision shall apply to Consultants who
constitute "design professionals" as the term is defined in paragraph 3 below.
2. Scope of Indemnification. To the fullest extent permitted by law,
Consultant shall indemnify, defend, and hold harmless City and City's agents, officers,
officials, employees, representatives, and departments ("Indemnified Parties") from
and against any and all claims, losses, liabilities of every kind, nature and description,
damages, injury (including, without limitation, injury to or death of an employee of
Consultant or sub consultants), costs and expenses of any kind, whether actual,
alleged or threatened, including, without limitation, incidental and consequential
damages, court costs, attorneys' fees, litigation expenses, and fees of expert
consultants or expert witnesses incurred in connection therewith and costs of
investigation, that arise out of, pertain to, or relate to, directly or indirectly, in. whole
or in part, the negligence, recklessness, or willful misconduct of Consultant, any sub
consultant, anyone directly or indirectly employed by them or anyone that they
control.
3. Design Professional Defined. As used in this Section 5.2(b), the
term "design professional' shall be limited to licensed architects, registered
professional engineers, licensed professional land surveyors and landscape architects,
all as defined under current law, and as may be amended from time to time by Civil
Code § 2782.8.
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 waythe 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 of insurance coverage by
Consultant. Consultant and City agree to the following with respect to insurance
provided by Consultant:
1. Consultant agrees to have its insurer endorse the third party general
liability coverage required herein to include as additional insured 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 that 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 anytime 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 principals. 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 Legal 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 same 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 party.
8.0 CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION.
8.1 Non -liability of Citv 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 RBF
Attention: Thomas P. Genovese Attention: Brad M(elke, Office Manager
City Manager 74-130 Country Club Dr. Suite 201
78-495 Calle Tampico P.O. Box 1504 Palm Desert, CA 92260-1655
La Quinta, CA 92247-1504 (760) 346-7481
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
Il
Veronica
City Clerk
APPROVED AS TO FORM:
Z4:w
Katherine Jenson, Jenson, i Attorney
CONSULTANT: RB
By:
Name: Brad ielke
Title: Office Manager
Date:
/,A Il'J /of
Date
Exhibit A
Scope of Services
Map checking may be provided by an On Call Engineering Map Consultant, as
applicable, with the following scopes:
May Checking
Subdivision Tract and Parcel Maps will be reviewed by a Licensed Land Surveyor in
the State of California for the procedure of survey, mathematical closure, and
compliance with the Subdivision Map Act, the Land Surveyor's Act, the approved
Tentative Map, the approved Conditions of Approval, and a current title report. This
review includes but is not limited to the review of survey documentation, lot and
boundary closure calculations, dedications and easement provisions, legal descriptions
and completeness and accuracy of data notation. Some of the specific items that are
reviewed or checked include the following:
Title sheet format and certificates.
• Current legal descriptions.
• Correct assessor's parcel being subdivided per the title report and Tract/Parcel
Map.
• Check closure of subdivision boundary and individual lots against traverse.
• Verify lot areas against traverse.
• Check for correct mathematics.
• Clarity of drafting.
• Proper delineation and identification of record data.
• All appropriate data in the title report is shown on the map.
• Proper reference to adjacent recorded maps and ties thereto.
• Proper reference and ties to found/set monumentation.
• Minimum lot sizes meeting the requirements of zoning of the Tentative Map.
On -map items identified by the subdivision resolution are properly satisfied.
• Boundary tied to the California Coordinate System, where required.
• Verify ownership shown on the map against the title report.
• Verify easements and completeness of easement callouts.
In addition to reviewing subdivision Tract and Parcel Maps, the consultant may be
requested to provide the following services:
• Review Lot Line Adjustment documents.
• Prepare legal descriptions and plats.
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.
EXHIBIT B Schedule of Compensation
Consultant RBF Consulting Inc shall provide
services for a term of twenty-four (24) months beginning January 1, 2009 and
terminating on December 31, 2010.
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 Turn -Around (From Receipt from City Staff)
Vt Palm Check 10 Working Days
2nd Plan Check 10 Working Days
3rd Plan Check 5 Working Days
For larger, more complex projects such as golf course developments, one (1) additional
week for the 1" 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, it
additional time is needed.
Normal plan check operations will be conducted as follows:
Vt Submittal
Upon completing the 15t 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 Subsequent Submittals
Upon receipt of the 2"d round plan check submittal from the applicant and upon
completing the 2"d review, the Consultant shall submit "red lined" plans and a copy of the
applicable 2"d 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 of the City Plan Check Number
6) Plan Check Fees
The Consultant shall maintain all files for a period of three years. Copies of the
requested files will be furnished to the City upon request.
Map Check Compensation
Map check payment shall be made in full at the following "fixed fee" rates as specified
for Tract Maps and Parcel Maps:
Tract Maps $ 1, 000 base fee plus $15 per lot (including both lettered and
numbered lots)
Parcel Maps $ 750 base fee plus $ 195 per lot (including both lettered and
numbered lots)
Lot Line Adjustment $ 250 base fee plus $ 25 per line adjusted'
`Applies to simple lot line adjustments.
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 upon 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 also be requested to provide supplemental map checking or
general map consulting sevices for specific development related engineering projects for
the City as applicable.
Payment shall be made in full at an hourly rate of:
$100 per hour — no overtime, travel time, expenses or other administrative charges will
be allowable over and above the stated hourly rate schedule.
The Consultant shall generally work on Development Services projects which are not
subject to prevailing wage requirements. Should prevailing wage requirements be
applicable, the Consultant will adhere to the following prevailing wage requirement:
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
Name: 7fnh Z1 ( -
Title: qe 4lnC>C
Date: t
EXHIBIT C Schedule of Performance
Consultant RBF Consulting Inc. shall provide
services for a term of twenty-four (24) months beginning January 1, 2009 and
terminating on December 31, 2010.
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 Turn -Around (From Receipt from City Staff)
15` Palm Check 10 Working Days
2nd Plan Check 10 Working Days
3rd Plan Check 5 Working Days
For larger, more complex projects such as golf course developments, one (1) additional
week for the 151 and 2nd 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 151 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.
2nd and Subsequent Submittals
Upon receipt of the 2nd round plan check submittal from the applicant and upon
completing the 2nd review, the Consultant shall submit "red lined" plans and a copy of the
applicable 2nd review Plan Check List to the City. The City will provide supplemental
comment as applicable and forward 2nd 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 of the City Plan Check Number
6) Plan Check Fees
The Consultant shall maintain all files for a period of three years. Copies of the
requested files will be furnished to the City upon request.
Map Check Compensation
Map check payment shall be made in full at the following "fixed fee" rates as specified
for Tract Maps and Parcel Maps:
Tract Maps $ 1. 000 base fee plus $15 per lot (including both lettered and
numbered lots)
Parcel Maps $ 750 base fee plus $ 195 per lot (including both lettered and
numbered lots)
Lot Line Adjustment $ 250 base fee plus $ 25 per line adjusted`
`Applies to simple lot line adjustments.
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 upon 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 also be requested to provide supplemental map checking or
general map consulting sevices for specific development related engineering projects for
the City as applicable.
Payment shall be made in full at an hourly rate of:
$100 per hour — no overtime, travel time, expenses or other administrative charges will
be allowable over and above the stated hourly rate schedule.
The Consultant shall generally work on Development Services projects which are not
subject to prevailing wage requirements. Should prevailing wage requirements be
applicable, the Consultant will adhere to the following prevailing wage requirement:
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:
Date: /Z 1 2u78
Name: Lcad i � a—)Q—
Title: ge
Exhibit D
Special Requirements
AT NO ADDITIONAL COST TO THE CITY:
1. The Consultant shall provide a hand held (type) cellular telephone for each plan
checker assigned to the City Project(s) to assure rapid availability by telephone.
2. The Consultant shall provide his or her own transportation to and from the
designated work site. Consultant will not be compensated for travel time to
and from designated work site.
3. The Consultant shall respond to requests for plan check within twenty-four (24)
hours.
4. The Consultant shall supply all necessary tools and materials to perform their
work.
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