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(2014-15) Landmark Consultants, Inc - On-Call Materials TestingagreeTHIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and entered into by and between the CITY OF LA QUINTAj ("City"), a California municipal corporation, and LANDMARK CONSULTANTS, INC. ("Consultant"). The parties hereto ! • 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,papers. • other components`i • prevent • damages, •shallberesponsiblefor damages, to personsor property, until acceptanceof • by except •1 damagesbecaused by I ffit I M.- .10190111AMPAC 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 t# 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 ("Additional Services") when directed to do so by the Contract Officer. Consultant shall not perform any Additional Services until receiving prior written authorization from the Contract Officer. It is specifically understood and agreed that oral requests and/or approvals of Additional Services shall be barred and are unenforceable. Failure of Consultant to secure the Contract Manager's written authorization for Additional Services shall constitute a waiver of any and all right to adjustment of the Contract Sum or time due, whether by way of compensation, restitution, quantum meruit, etc. for Additional Services provided without the appropriate authorization from the Contract Manager. Compensation for properly authorized Additional Services shall be made in accordance with Section 2.2 of this Agreement. Special Reguirements. 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. 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with Exhibit "B" (the "Schedule of Compensation") in a total amount not to exceed Thirty Thousand Dollars ($30,000) (the "Contract Sum"), 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. 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. Regardless of the method of compensation set forth in the Schedule of Compensation, Consultant's overall compensation shall not exceed the Contract Sum, except as provided in Section 1.6 of this Agreement, "Additional Services." 2.2 Compensation for Additional Services� Additional services approved i advance by the Contract Manager pursuant to Section 1.6 of this Agreement, "Addition Services " shall be paid for in an amount agreed to in Writing by both City and Consulta in advan�e of the Additional Services being rendered by Consultant. Any compensatio i for Additional Services amounting to five percent (5%) or $5,000, whichever is greater, the Contract Sum may be approved by the Contract Officer. Any greater amount i compensation for additional services must be approved by the La Quinta City Councl Under no circumstances shall Consultant receive compensation for any Addition Services unless prior written approval for the Additional Services is obtained from th Contract Officer pursuant to Section 1.6 of this Agreement. 2.3 Method of Billing. Any month in which Consultant wishes to receive payment, Consultant shall submit to City no later than the tenth (1 Oth) 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 speci ing 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. VNIN11113 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 g-hall be performed diligently and wn 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 MaReure. 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. Extensions to the Schedule of Performance which are determined by the Contract Officer to be justified pursuant to this Section shall not entitle the Consultant to additional compensation in excess of the Contract Sum. a. Greg M. Chandra, P.E., Area Manager & Principal Engineer E-mail: b. Joe Lorenzana, Soil Technician E-mail: Eorenzana landmark-ga com c. Alex Arthen, Soil Technician E-mail: N/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. I The foregoing principals may not be changed by Consultant and no other personne. may be assigned to perform the service required hereunder without the express writter 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 set forth 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 ?ction by City. 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, Commercial General Liability 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 contribute4t, any such loss. A certificate evidencing the foregoing and naming City and its officers and employees as additional insured (on the Commercial General Liability policy only) shall be delivered to and approved by City prior to commencement of the services hereunder. The following policies shall be maintained and kept in full force and effect providin insurance with minimum limits as indicated below and issued by insurers with A.M. Bel ratings of no less than A-:Vl: Commercial General Liability (at least as broad as ISO CG 0001) $1,000,000 (per occurrence) $2,000,000 (general aggregate) Commercial Auto Liability (at least as broad as ISO CA 0001) $1,000,000 (per accident) 0 -it S, 0 1 . a 4.1 R1J1J1&1L1J9A I or-] a" K 1111 W9. r@ M yel T-M FW q Is I �14 — a • Consultant shall carry automobile liability insurance o000,000 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. 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. 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. All insurance required by this Section shall be kept in effect during the term of this Agreement and shall not be cancelable without 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 Remedies. In addition to any other remedies City may have if Consultant falls 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 an payment(s) which become due to Consultant hereunder until Consultant demonstrat compliance with the requirements hereof. I C. Terminate this Agreement Exercise of any of the above remedies, however, is an alternative t(• ' 'n a remedies City may have. The above remedies are not the exclusive remedieosthf Consultant's failure to maintain or secure appropriate policies or endorsements. Nothin herein contained shall be construed as limiting in any way the extent to which Consulta may be held responsible for payments of damages to persons or property resulting fro Consultant's or its subcontractors' performance of work under this Agreement. I 53 General Conditions pertaining to provisions of insurance coveragg .. jA) 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 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 ghall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of gubrogation 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 2nd subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or 2.pplicable 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 tperations 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 iubmitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serva to eliminate so-called "third party action over" claims, including any exclusion for bodil injury to an employee of the insured or of any contractor or subcontractor. I 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 certificates of insurance evidencing all of the coverages required and an additional insure endorsement to Consultant's general liability policy, shall be delivered to City at or prior the execution of this Agreement. In the event such proof of any insurance is not deliver as required, or in the event such insurance is canceled at any time and no replacerne coverage is provided, City has the right, but not the duty, to obtain any insurance it dee necessary to protect its interests under this or any other agreement and to pay th premium. Any premium so paid by City shall be charged to and promptly paid Consultant or deducted from sums due Consultant, at City option. I 8. It is acknowledged by the parties of this agreement that all insuranc coverage required to be provided by Consultant or any subcontractor, is intended to app first and on a primary, non-contributing basis in relation to any other insurance or s insurance available to City. I 9. Consultant agrees to ensure that subcontractors, and any other pa involved with the project that is brought onto or involved in the project by Consultan provide the same minimum insurance coverage required of Consultant. Consulta agrees to monitor and review all such coverage and assumes all responsibility ensuring that such coverage is provided in conformity with the requirements of t section. Consultant agrees that upon request, all agreements with subcontractors al others engaged in the project will be submitted to City for review. I 10, • agrees not to self -insure • to use any self -insured retentions • deductibles on any portion of the insurance required herein (with the exception • professional liability coverage, if required) 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 • which may include reduction • elimination of the deductible or self -insured retention, substitution of other coverage, or • solutions. 11. 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 resu ts n su stantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13. Consultant acknowledges and agrees that any actual or alleged failure on the •. • City to • • • non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this • any • regard. 14. 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. 15. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced wit 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. 16. The provisions • any • compensation • similar act will not limit ihe 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, • and .•' 17, 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. 18. 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. 19. The requirements in this Section supersede all other sections and provisions o this Agreement to the extent that any ot er section or provision con cts with #r impairs the provisions of this Section. 20. 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 ftereto. FORMS RIM, am. i N 64 RON 0%, 111,01 OK•I i I i 1111•1116111 11,111 i W 0110 *11,11611*0 IRWIN M! IM I �1111MONOWN ,=Im A It" w I I I zo] it" t.-,l I a I im Is I AziV& I fzz I I �e-] VAIL•-A I I v"161 a. Indemnification for Professional Liability. When the law esta s es a professional sta 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 subconsultants), 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 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 A without the written consent of the Consultant. 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 subconsultant, anyone directly or indirectly employed by them or anyone that they control. or MINIMPT371 9 a 7.1 Reports. Consultant shall periodically prepare and subm t to t e ontra Officer such reports concerning Consultant's performance of the services required by thi Agreement as the Contract Officer shall require. I- 7.2 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 principles. 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. 7.3 Ownership of Documents. Originals of all drawings, specifications, report records, documents and other materials, whether in hard copy or electronic form, whic are prepared by Consultant, its employees, subcontractors and agents in the performanc of this Agreement, shall be the property of City and shall be delivered to City upo termination of this Agreement or upon the earlier request of the Contract Officer, an! Consultant shall have no claim for further employment or additional compensation as result of the exercise by City of its full rights of ownership of the documents and material hereunder. Consultant shall cause all subcontractors to assign to City any documents materials prepared by them, and in the event Consultant fails to secure such assignmen. Consultant shall indemnify City for all damages suffered thereby. 11 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. 7.4 Release of Documents. The drawings, specifications, reports, record documents and other materials prepared by Consultant in t e pe ormance o service under this Agreement shall not be released publicly without the prior written approval the Contract Officer or as required by law. Consultant shall not disclose to any other entil or person any information regarding the activities of City, except as required by law or as authorized by City. U California Law. This Agreement shall be construed and interpreted both as t, validity and to performance of the parties in accordance with the laws of the State California. Legal actions concerning any dispute, claim or matter arising out of or i relation to this Agreement shall be instituted in the Superior Court of the County Riverside, State of California, or any other appropriate court in such county, an,@ Consultant covenants and agrees to submit to the personal jurisdiction of such court in thi- event of such action. 11 8.2 Disputes. In the event of any dispute arising under this Agreement, the injure party shall notify the injuring party in writing of its contentions by submitting a clai therefore. The injured party shall continue performing its obligations hereunder so long a the injuring party commences to cure such default within ten (10) days of service of suc notice and completes the cure of such default within forty-five (45) days after service the notice, or such longer period as may be permitted by the Contract Officer; provide that if the default is an immediate danger to the health, safety and general welfare, Ci may take such immediate action as City deems warranted. Compliance with provisions of this section shall be a condition precedent to termination of this Agreeme for cause and to any legal action, and such compliance shall not be a waiver of any party' right to take legal action in the event that the dispute is not cured, provided that nothin's herein shall limit City's right to terminate this Agreement without cause pursuant to Sectio 8.7. 1 8.3 Retention of Funds, City may withhold from any monies payable to Consulta sufficient funds to compensate City for any losses, costs, liabilities, or damages reasonably believes were suffered by City due to the default of Consultant in th performance of the services required by this Agreement. 8.4 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. 8.5 Rights and Remedies are Cumulative, Except with respect to right no remedies expressly declared to be exclusive in this Agreement, the rigd hts anremZiie:• the parties are cumulative and the exercise by either party of one or more of such rights remedies shall not preclude the exercise by it, at the same or different times, of any oth rights or remedies for the same default or any other default by the other party. 8.6 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. 8.7 Termination Prior To Expiration Of Term. This section sha govern an termination of this Agreement, except as specifically provided in the following Section 8. for termination for cause. City reserves the right to terminate this Agreement at any tim with or without cause, upon thirty (30) days' written notice to Consultant. Upon receipt any notice of termination, Consultant shall immediately cease all services hereund except such as may be specifically approved by the Contract Officer. Consultant shall b entitled to compensation for all services rendered prior to receipt of the notice termination and for any services authorized by the Contract Officer thereafter i accordance with the Schedule of Compensation or such as may be approved by t Contract Officer, except as provided in Section 8.3. 1 8.8 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 8.2, 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 8.3. 8.9 Attorneys' Fees. If either party commences an action against the other party ?rising out of or in connection with this Agreement, the prevailing party shall be entitled t* recover reasonable attorneys'fees and costs of suit from the losing party. 9.1 Non -liability of City Officers and Employees. No officer or employee of Ci shall be personally liable to Consultant, or any successor in interest, in the event or an default or breach by City or for any amount which may become due to Consultant or to i successor, or for breach of any obligation of the terms of this Agreement. I 9.2 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. 9.3 Covenant against Discrimination. Consultant covenants that, by and for itsell its heirs, executors, assigns, and all persons claiming under or through them, that ther3- 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. 10.1 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: CITY OF LA QUINTA Attention: Frank Spevacek, City Manager 78-495 Calle Tampico La Quinta, California 92253 To Consultant: LANDMARK CONSULTANTS, INC. Attention: Greg M. Chandra, P.E. Area Manager 77-948 Wildcat Drive Palm Desert, CA 92211 10.2 Integrated Agreemen . This Agreement contains all of the agreements of the parties and all previous understanding, negotiations and agreements are integrated into ?nd superseded by this Agreement. 10.3 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. 10 ' 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. 10.5 Authority. The persons executing this Agreement on behalf of the parti hereto warrant that they are duly authorized to execute this Agreement on behalf of sai parties and that by so executing this Agreement the parties hereto are formally bound the provisions of this Agreement. I IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA QUINTA a California municipal corporation Digitally signed by Frank J. Spevacek DN: serialNurnber=q8x45h14dsg5g957, c=US, st=California, I=La Quinta, o=FrankJ. Spevacek, cn=FrankJ. Spevacek Date: 2014.10.23 09:46:56 -07'00' Frank J. Spevacek, City Manager to ATTEST, Digitally signed by Susan Maysels DN: serialNumber=ptlt3l8zscf0gs9h, c=US, st=California, I=La Quinta, o=City of La Quinta, cn=Susan Maysels Date: 2014.10.23 11:01:13 -07'00' Susan Maysels, City Clerk By: Name- 114 ae Pt - Title: Date: Exhibit A Consultant shall provide equipment services and products to be rendered performing all designated work asso�iatecl which may include, but i s not limit to, performing the following intermittent observation and testing services: Provide a qualified technician as necessary to conduct density tests on roadway sub -grade, aggregate base, asphaltic concrete, sope 1 and trench backfill placement as required. The tests will be performed with a nuclear clensometer in accordance with ASTM D2922 or sand cone in accordance with ASTM D1556. Maximum density curves (ASTM D1557) will be performed on various material types as they are encountered, including Marshall density tests on the asphaltic concrete. Provide an ACI-certified technician as necessary to make sets Of concrete cylinders as needed and perform slump tests for the curb, gutter, concrete dip section, and other minor concrete. Provide a Caltrans certified technician and laboratory to perform tests on federally funded projects. Perform compression strength tests in accordance with ASTM C39. Perform extraction/gradation tests in accordance with ASTIv D2172/C136 on the asphaltic concrete. Perform R Value Testing of street subgrade and recommend a pavemeni section based on the results of the test. Reporting of any Non -Compliance results of materials to the City within twenty-four (24) hours from the time of sampling. Exhibit B # Field Hourly to Technician (Sol]/Conerete/Asphatt Concrete) 66.00 Staff Engineer/Geologist $115.00 Supervisory TechJOperation Manager $ 95.00 Principal Engineer/Geologist $175.00 Word Processor/Typist $ 60.00 W, "INT!"M Max. Density - Op. Moisture (Soil) $170.00 Max. Density ® Op. Moisture (Aggregate Base) $200.00 Sieve Analysis $116.00 Sand Equivalent $ 75.00 Soil Corrosion $255.00 R-Value $265.00 AC Maximum Density (Marshall) $200.00 AC Extraction/Gradation $225.00 Concrete Compression Test $ 25.00 Concrete Core Compression Test $ 45.00 Mix Design Review $245.00 20-141M asip"W-Pre- WAg EI-eld Hourly J&gte Technician (Soil/Concrete/Asphalt Concrete) $ 86.00 Staff Engineer/Geologist $115.00 Supervisory TechJOperation Manager $ 95.00 Principal Engineer/Geolog0 ist $175.0 Word Processor/Typist $ 60.00 X 7 �" I �I Max. Density - Op. Moisture (Soil) $175.00 Max. Density - Op. Moisture (Aggregate Base) $200.00 Sieve Analysis $116.00 Sand Equivalent $ 75.00 Soil Corrosion $255.00 R-Value $265.00 AC Maximum Density (Marshall) $200.00 AC Extraction/Gradation $225.00 Concrete Compression Test $ 25.00 Concrete Core Compression Test $ 45.00 Mix Design Review $245.00 Exhibit C Schedule of Performanciz. Consultant shall provide services for an initial term of twelve (12) months beginning September 22, 2014 through September 30, 2015 (initial term), and upon mutual agreement by both parties, the term of this agreement may be extended for up to two (2) additional one-year terms (extended terms). 1. The consultant shall provide a hand held (type) cellular telep one an servic;t compatible with the City's cellular service for each technician assigned to the City project. 2. The Consultant shall provide his or her own transportation to and from the designated work site. 3. The Consultant shall respond at the job site to requests • materials testing within twenty-four (24) hours and provide written test results to the City within forty-eight (48) hours • testing. is The Consultant shall supply all necessary tools and materials to perform materials •? TO: Frank J. Spevacek, City Manager FROM: �4 imothy R. Jonasson, Public Works Director/City Engineer RE. Professional Services Agreement with Landmark Consultants, Inc. for On Call Materials Testing Services Attached for your signature is the agreement (in electronic form) between Landmark Consultants and the City of La Quinta for the services referenced above. Reviews and signatures are now being conducted electronically via the TRAKiT system. Please provide your electronic signature and advise the City Clerk once you have done so. The City Clerk will continue with full execution and final distribution of the PSA.