CV Engineers / LQ Library Parking Lot 15PROFESSIONAL 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 COACHELLA VALLEY ENGINEERS ("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 professional surveying and design services
related to the La Quinta Library Parking Lot Project, Project No. 2014-013, as
specified in the "Scope of Services" attached hereto as Exhibit "A" and
incorporated herein by this reference (the "services" or "work"). Consultant
represents 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 applicable 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
represents 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 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 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 unenforeceable. 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.
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") in a total amount not to exceed Forty Two Thousand Dollars
($42,000) (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
in advance by the Contract Manager pursuant to Section 1.6 of this Agreement,
"Additional Services," shall be paid for in an amount agreed to in writing by both
City and Consultant in advance of the Additional Services being rendered by
Consultant. Any compensation for Additional Services amounting to five percent
(5%) or $5,000, whichever is greater, of the Contract Sum may be approved by
the Contract Officer. Any greater amount of compensation for additional services
must be approved by the La Quinta City Council. Under no circumstances shall
Consultant receive compensation for any Additional Services unless prior written
approval for the Additional Services is obtained from the 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 (10th)
working day of such month, in the form approved by City's Finance Director, an
invoice for services rendered prior to the date of the invoice. Such invoice shall (1)
describe in detail the services provided, including time and materials, and (2)
specify each staff member who has provided services and the number of hours
assigned to each such staff member. Such invoice shall contain a certification by a
principal member of Consultant specifying that the payment requested is for work
performed in accordance with the terms of this Agreement. City will pay
Consultant for all expenses stated thereon which are approved by City pursuant to
this Agreement no later than 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 Sh8U be performed diligently and within the time period established in
Exhibit C (the "Schedule Of Performance"). Extensions 1Othe time period specified
in the Schedule Of PHrfOrnn8nC8 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 d8|8yS due to unfOr8S888b|8 C8uSHS beyond the control
and without the fault Or negligence Of Consultant, including, but not restricted to,
OCtS Of God OrOfthe public enemy, fires, earthquakes, floods, epidemic, quarantine
restrictions, riots, strikes, freight embargoes, dCtS Of any governmental agency
other than City, and unusually severe weather, if Consultant shall within ten (10)
days of the CDrnnnenC8nn8nt Of such delay notify the Contract Officer in writing Of
the C8uSQS Of the d8|8V. The Contract Officer Sh@U @SC8rT@in the facts and the
extent of delay, and extend the time for performing the S8rviC8S for the period Of
the forced delay when and if in his Vrher judgment such delay is justified, and the
Contract Officer's determination shall be final and conclusive upon the parties to
this Agreement. Extensions tOthe Schedule Of Performance which are determined
by the Contract Officer to be justified pursuant to this Section Sh@U not entitle the
Consultant to additional COrnp8nSGtiOn in 8xC8SS of the Contract Sum.
3.4 Tenn. Un|aaa earlier terminated in accordance with Sections 8.7 or 8.8
of this Agreement, the term of this agreement shall uonnnnance on January 26'
2075 and terminate on June 30' 2015'
4.1 Representative ofConsultant. The following principals ofConsultant are
hereby deSi0O@18d as being the principals and representatives Of Consultant
authorized to act in its behalf with respect 1Othe vvOrh specified herein and make
all decisions inconnection therewith:
a. David Turner, President
E-mail: dturner@cve.net
It is 0«pr8SS|y understood that the experience, knowledge, capability, and
n5pUiOtiOn Of the fOn50OinQ principals were a substantial inducement for City to
enter into this Agreement. Therefore, the foregoing principals shall be responsible
during the term of this /\Qrnennen1 for directing all activities of Consultant and
devoting sufficient time tO personally supervise the S8rviC8S hereunder.
The foregoing principals may not be changed by Consultant and no other
personnel may be assigned to perform the service required hereunder without the
express written approval ofCity.
4.2 Contract Officer. The Contract Officer shall be Timothy R. Jonasson'
Public Works Director/City Engineer Orsuch 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 ShOU refer any decisions, which rnUSt 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 . The experience,
knowledge, capability and reputation Of Consultant, its principals and employees
were a substantial inducement for City to enter into this Agreement. Except OS Set
forth in this Agreement, Consultant shall not contract with any other entity to
perform in vvhO|8 Or in part the services required hereunder without the 8npr8SS
written Uppn]v8| Of City. In addition, neither this Agreement nor any interest herein
may be 8SSiQn8d or transferred, voluntarily or by operation Of |8vv, without the prior
written OppnDvO| Of City.
4.4 Independent Contractor. Neither City nor any Of its employees Sh@U have
any control over the manner, mode Or nn88nS by which Consultant, its agents Or
8rnp|Oye8S, perform the S8rviC8S required herein, except as otherwise set forth.
Consultant shall perform all services required herein as On independent contractor
of City and shall remain atall times as to City 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 8g8OtS or employees are @Q8n10
Oremployees OfCity.
4.5 City Cooperation. City shall provide Consultant with any plans,
publications, reports, ototiadoa, records or other data or information pertinent to
S8rviC8S to be performed hereunder which are r88SOn8b|y 8v@i|Bb|8 to Consultant
only from Or through action by City.
5.0 INSURANCE
5.1 Insurance. Prior tothe beginning ofand throughout the duration of the
Work performed under this Agreement, Consultant Sh2U procure and maintain, at
its cost, and submit concurrently with its execution Ofthis Agreement, COnnrn8rCi8|
General Liability insurance against all claims for injuries OQainSt persons Ordamages
to property resulting from Consultant's OCtS Or OnniSSiOnS rising out Of Or related to
Consultant's performance under this Agreement. The insurance policy shall contain
8 S8v8r8bi|ity Of interest C|8uS8 providing that the coverage Sh8U be primary for
|OSSeS arising Out Of Consultant's p8rfOrrn@nC8 hereunder and neither City nor its
insurers Sh8U be required to contribute to any such |DSS. A certificate evidencing
the foregoing and naming City and its officers and employees OSadditional 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
providing insurance with minimum limits as indicated below and issued by insurers
with A.M. Best ratings of no less than A -:VI:
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)
Errors and Omissions Liability
$1,000,000 (per claim and aggregate)
Workers' Compensation
(per statutory requirements)
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.
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
fails to provide or maintain any insurance policies or policy endorsements to the
extent and within the time herein required, City may, at its sole option:
a. Obtain such insurance and deduct and retain the amount of the
premiums for such insurance from any sums due under this Agreement.
b. Order Consultant to stop work under this Agreement and/or
withhold any payment(s) which become due to Consultant hereunder until
Consultant demonstrates compliance with the requirements hereof.
C. Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to any other
remedies City may have. The above remedies are not the exclusive remedies for
Consultant's failure to maintain or secure appropriate policies or endorsements.
Nothing herein contained shall be construed as limiting in any way the extent to
which Consultant may be held responsible for payments of damages to persons or
property resulting from Consultant's or its subcontractors' performance of work
under this Agreement.
5.3 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 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 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. 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.
9. Consultant agrees to require that subcontractors 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.
10. Consultant agrees not to self -insure or to use any self -insured
retentions or deductibles on any portion of the insurance required herein (with the
exception of professional liability coverage, if required) and further agrees that it
will not allow any subcontractor 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.
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 results in substantial additional cost to the Consultant, the City will
negotiate additional compensation proportional to the increased benefit to City.
12. 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.
13. 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.
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, but in no way shall
exceed 10 years from the date of this agreement.
15. 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.
16. 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.
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 of this Agreement to the extent that any other section or provision
conflicts with or impairs the provisions of this Section.
20. Consultant agrees to be responsible for ensuring that no contract
used by any subconsultant 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.
21. 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 INDEMNIFICATION.
6.1 General Indemnification Provision.
a. Indemnification for Professional Liability. When the law establishes
a professional standard of care for Consultant's Services, to the fullest extent
permitted by law, Consultant shall indemnify, protect, defend and hold harmless
City and any and all of its officials, employees and agents ("Indemnified Parties")
from and against any and all 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.
b. Indemnification for Other Than Professional Liability. Other than in
the performance of professional services and to the full extent permitted by law,
Consultant shall indemnify, defend and hold harmless City, and any and all of its
employees, officials and agents from and against any liability (including liability for
claims, suits, 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 subconsultants of
Consultant.
6.2 Standard Indemnification Provisions. Consultant agrees to obtain
executed indemnity agreements with provisions identical to those set forth herein
this section from each and every subconsultant or any other person or entity
involved by, for, with or on behalf of Consultant in the performance of this
agreement. In the event Consultant fails to obtain such indemnity obligations from
others as required 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.
a. 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.
fir -CaR lifiMO=Cti1:Ti.7�R
1. Applicability of Section 6.2(b). Notwithstanding Section
6.2(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 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, 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.
3. Design Professional Defined. As used in this Section 6.2(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.
7.0 RECORDS AND REPORTS.
7.1 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.
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 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.
7.3 Ownership Of Documents. Originals Of all drawings, specifications,
reports, records, documents and other materials, whether in hard copy Orelectronic
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 Orupon the earlier request of
the Contract Officer, and Consultant Sh8U have no C|8inn for further employment Or
additional compensation OS a result Of the exercise by City Of its full rights Of
ownership Of the dOCUnnentS and nnOteriO|S hereunder. Consultant shall COUSe OU
subcontractors to assign to City any documents or materials prepared by them, and
inthe event Consultant fails tO secure such 8SSiQnrn8n1, Consultant shall indemnify
City for all d8noOg8S suffered thereby. Ownership Of dOCuno8ntS Sh8U not transfer
to the City, until payment fOrth8r S8rviC8S rendered is tendered. Consultant ShUU
retain Ocopy Ofall work product prepared tOdate for its records ifConsultant SO
desires.
In the event City Orany person, firm or corporation authorized by City r8uS8S
said dOCuno8ntS and no8tQriG|S without written verification Or adaptation by
Consultant for the specific purpose intended and causes to be made Or rn8heS 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 C|8uS8 Sh8U survive the COnnp|8bOn of this Contract and ShGU
thereafter remain infull force and effect.
7.4 Release Of Documents. The drawings, specifications, reports, records,
documents and other materials prepared by Consultant in the performance of
S8rviC8S under this Agr88rn8Dt Sh8U not be r8|88S8d publicly without the prior
written approval of the Contract Officer or as required by |@vv. Consultant Sh8U not
diSC|OS8 to any other entity Or person any information regarding the activities Of
City, except as required bylaw OraSauthorized by City.
8.[) ENFORCEMENT []FAGREEMENT.
8.1 California Law. This Agreement shall be construed and interpreted both
as to validity and to performance of the parties in accordance with the |UvvS of the
State Of California. Legal actions concerning any dispute, C|Oinm 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 tOthe p8rSOnO| jurisdiction
Ofsuch court inthe event Ofsuch action.
8.2 Disputes. In the event of any dispute arising under this Agreement, the
injured party ShGU notify the injuring party in writing Of its contentions by
submitting 8 C|8imn therefore. The injured party Sh8U continue performing its
obligations hereunder SOlong as the injuring party commences tOcure such default
within ten /10> days Of service Of such notice and COnnp|eteS 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 vv8|fBr8, City may take such
inonn8diOt8 action OS City deems warranted. Compliance with the provisions of this
section ShMU be O condition precedent tOtermination of this Agreement for CUUSe
and to any |eQO| action, and such COrnp|iOnCe ShOU not be O waiver Ofany party'S
right totake legal action in the event that the dispute is not cured, provided that
nothing herein Sh8U limit City'S right to terminate this Agreement without C8uSS
pursuant to Section 8.7.
8.3 Retention Of Funds. City may withhold from any monies payable LO
Consultant sufficient funds Lo compensate City for any losses, uoa1a, liabilities, or
dGrn8Q8S it r88SOn8b|y believes were suffered by City due to the default Of
Consultant in the p8rfOrrn8nC8 of the S8rviC8S required by this /\0r88nn8nt.
8.4 \8/Okaer. N0delay Oromission in the exercise Ofany right Or remedy 0fO
non defaulting party on any default shall impair such right or remedy or be
construed as a waiver. [ity'a consent or approval of any act by Consultant
requiring City'S consent Or approval ShGU not be d88r08d to vv8iv8 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 Sh8U not be O
waiver of any Other default concerning the SOrne Or any Other provision Of this
Agreement.
8.5 Rights and Remedies Cumulative. Except with respect to rights and
r8rn8di8S expressly d8C|8r8d to be exclusive in this Agreement, the rights and
remedies of the parties are CUrnU|Otive and the exercise by either party Of one Or
more ofsuch rights orremedies shall not preclude the exercise by it, at the same or
different 1innaa, of any other 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 |e8O| action, at |Ovv or at equity, to CUn5, correct or remedy any default,
to recover damages for any default, to compel specific performance of this
AA[8Snn8n1, to obtain injunctive relief, Or to obtain any other remedy consistent
with the purposes of this Agreement.
8.7 Termination Prior To Expiration [lfTerm. This section shall govern any
termination of this Agreement, except as specifically provided in the following
Section 8.8 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 8.3. Consultant may terminate agreement upon non-
payment of fees within 60 days of invoice and cease all services required
hereunder.
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 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.
9.0 CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION.
9.1 Non -liability of City Officers and Employees. No officer or employee of
City shall be personally liable to Consultant, or any successor in interest, in the
event or any default or breach by City or for any amount which may become due to
Consultant or to its successor, or for breach of any obligation of the terms of this
Agreement.
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
itself, its heirs, executors, 8SSiQnS, and GU persons claiming under Orthrough them,
that there ShoU be no discrimination against or segregation Of, any person or group
Of persons On account Of race, CO|Or, creed, religion, sex, no8rit8| status, national
Origin Or ancestry in the performance Of this Agreement. Consultant ShOU take
affirmative action to insure that applicants are employed and that arnp|oyeaa are
treated during employment without regard totheir race, color, creed, religion, sex,
nl8rit8| status, national origin Or ancestry.
1(l.(}MISCELLANEOUS PROVISIONS
10.1 Notice. Any notice, demand, request, consent, approval, communication
either party desires OriS required to give the other party Orany other person Sh3U
be in writing and either served personally Orsent by prepaid, fi:St-C|OSS nnGi| to the
address set forth below. Either party may change its address bynotifying the other
party Ofthe change Of address in writing. Notice shall be deemed COnnrnUniCOted
forty-eight /48\ hours from the time of mailing if mailed as provided in this section.
To City:
CITY {lFLAQU|NTA
Attention: FrOnkSpevOCek,
City Manager
78-495 CaUaTarnpioo
L8 [}uint8, California 92253
To Consultant:
COACHELLA VALLEY ENGINEERS
Attention: David Turner,
President
77-933 Las MontanaoRd''Ste 101
Palm Desert, CA 92211
1(].2 Integrated Agreement. This 4mr8Qnnent contains all of the @0n3ern8ntS Of
the parties and OU previous understanding, negotiations and agreements are
integrated into and superseded by this Agreement.
10.3/\nnendrn8nt. This /\Qr88no8Ot may be Grn8nd8d at any time by the
mutual consent Ofthe 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
d8d8n8d invalid Or unenforceable by 8 valid judgment Or decree Of 2 court Of
COnnpGt8nt jurisdiction, Such invalidity Orun8nfOrC88bi|ityshall not affect any Ofthe
remaining phrases, sentences, C|MUSeS, paragraphs, Or sections of this Agreement
which are hereby declared OS severable and ShOU be interpreted to Carry out the
intent ofthe parties hereunder.
10.5 Authority. The persons executing this Agreement On behalf Of the
parties hereto warrant that they are duly authorized to execute this 4mn88nn8nt On
behalf Of said parties and that by SD executing this Agreement the parties hereto
are formally bound to the provisions ofthis Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates stated below.
-Susan Ma—ysels, C.—ity rk
APPROVED AS TO O.
William H. lhrke, City Attorney
CONSULTANT:
By.
Name:
Title: Vre-SlAtAt
Date: oi!5'
City of La Quinta — Library Parking Lot
February 9tn, 2015
Page 3 of 7
EXHIBIT "A"
SCOPE OF SERVICES
City of La Quinta Library Parking Lot
APN 770-123-011 & 012, 770-130-001
La Quinta, CA
February 9t", 2015
Consultant agrees to perform Professional Surveying and Engineering design services for the
parcels described above as follows:
WORK TASKS
TASK NO. 1 RESEARCH/INVESTIGATION
Consultant shall perform office research to investigate existing Improvement
Plans and Reports for the existing City of La Quinta Storm Drain Improvements
and Library Improvements (Parking Lot, Structures, etc.) to incormporate in the
Library Parking Lot Improvement Plans. City to provide existing improvement
plans of the library parking lot, parking structure, structural calculations,
grading/paving plan, storm drain and street improvement plans, etc.
TASK NO. 2 TOPOGRAPHIC SURVEY/BASE PLAN
Consultant shall perform necessary field surveying and office support
calculations to reflect the existing physical information along with structures
adjacent to the site, including where applicable, existing utilities to be
incorporated in the site development.
The local City of La Quinta benchmark will be used as a reference for this
project. If necessary, a Temporary Bench Mark (TBM) will be established to
accommodate the survey, design and construction of the site improvements
based on existing improvements, approved Site Plan, field notes and/or
State/County/City "record drawings".
TASK NO. 3 PARKING LOT SITE PLAN
Consultant shall prepare up to four different configurations of the existing parking
lot incorporation the proposed additional land and potential pedestrian access.
Upon review with the City Staff, consultant shall incorporate comments into final
site plan.
TASK NO. 4 HYDROLOGY STUDY
Consultant shall perform a site hydrology analysis and hydraulic calculations to
design for the calculated runoff into retention areas and the existing City of La
Quinta Storm Drainage System. The hydrology and hydraulic calculations will be
based on the City of La Quinta Engineering Bulletin No. 06-16.
JN 14143.00
City of La Quinta — Library Parking Lot
February 9tn, 2015
Page 4 of 7
Consultant shall provide drainage calculations, summaries, analysis and
recommendations for size and location of on -site storm drainage retention.
TASK NO. 5 ADA PATH OF TRAVEL PLAN
Consultant shall prepare ADA Path of Travel plans for the proposed site to
delineate paths for Library access as well as connection to the surrounding Old
Town area and proposed Villas at Old Town.
TASK NO. 6 PARKING LOT GRADING/PAVING PLAN
Consultant shall prepare a Parking Lot Grading and Paving Plan for the
proposed parking lot site to be based on the approved site plan showing
proposed finish grades, parking and drive alignments/relocation and drainage
patterns. Said Grading Plan will include the ADA path of travel, site access and
retention basin design with proposed Maxwell percolation chambers and
overflow facilities.
TASK NO. 7 SIGNING AND STRIPING PLAN DETAILS
Consultant shall prepare a Signing and Striping plan design for the proposed
Parking Lot as needed. Said improvement plan details shall be prepared in plan
view and shown in conjunction with the Grading and Paving Plan
TASK NO. 8 STORM DRAIN IMPROVEMENT PLAN DETAILS
Consultant shall prepare Storm Drain improvement plan details for the expansion
of the existing storm drain system within the parking lot. Said street improvement
plan details shall be prepared in plan view and shown in conjunction with the
Grading and Paving Plan
TASK NO. 9 SWPPP
Consultant shall prepare a Stormwater Pollution Prevention Plan (SWPPP) and
Erosion Control Plan as required for projects over 1.0 acres by the State Water
Resources Control Board (SWRCB) Order No. 92-08-DWQ National Pollutant
Discharge Elimination system (NPDES) General Permit No. CAS000002. This
SWPPP will, when necessary:
Identify pollutant sources associated with construction activity that may affect the
quality of the storm water runoff from construction sites, and identify, construct,
and implement storm water management practices to abate pollutants in storm
water discharges from the construction site both during and after construction.
The SWPPP is to be implemented prior to commencement of construction
activity, is to be kept at the construction site during construction activity and is
considered a document to be made available upon request by a representative
of the Regional Water Quality Control Board (RWQCB). The Consultant will
prepare and submit the Notice of Intent (N.O.I.) to the State for processing.
JN 14143.00
City of La Quinta — Library Parking Lot
February 9tn, 2015
Page 5 of 7
TASK NO. 10 WQMP
Consultant shall prepare a Water Quality Management Plan, as required of
projects with greater than 5,000 square feet of parking area, to detail the
implementation of Best Management Practices necessary to treat runoff
generated on -site.
TASK NO. 11
PM 10 PLAN
Consultant shall prepare documentation of proposed on -site activities to control
fugitive dust (PM10) during grading operations.
TASK NO. 12
QUANTITY OF COSTS
Consultant shall prepare two (2) Estimates of Quantities and Costs for proposed
site improvements (excluding structures and landscape features). The first
Estimate is to be based on an 85% completed plan set and the second is to be
based on the final approved engineering construction plan set. Consultant shall
present the Estimates to the Client for budgetary purposes.
TASK NO. 13 PRINTING AND REPROGRAPHICS
Consultant shall provide one final set printing of studies and reprographics of
plans as required for the project. Additional sets of plans and specifications shall
be at cost plus 20% on an as -needed basis.
TASK NO. 14 STRUCTURAL FOUNDATION PLAN
Consultant shall prepare a Structural Foundation Plan detailing the foundation of
the proposed shade structures. Said Foundation Plan will include design for
existing and proposed structures for future use of the shade structures as Solar
Panel Sites.
TASK NO. 15
PRE -BID MEETING
Consultant shall present an overview of the proposed project to prospective
bidders and address questios during comment period, if any.
TASK NO. 16
BIDDING ASSISTANCE
Consultant shall provide bidding assistance to respond to contractor Requests
for Information (RFIs) during the bidding process.
TASK NO. 17
RECORD DRAWING
Consultant shall provide As -built Record Drawings of the site improvements after
construction is completed. Said record drawings shall be based on
city/contractor markups and implemented into final record drawings.
JN 14143.00
City of La Quinta — Library Parking Lot
February 9tn, 2015
Page 6 of 7
EXCLUSIONS
The following work items are not included in this contract. In the event that engineering or
surveying services are needed for any of the following items, a scope of services covering the
work will be submitted to Client for approval under a separate proposal.
• Revisions to approved Improvement Plans.
• Retaining Wall Designs.
• Building Locations Stakes or Footing Form Field Check.
• Joint Utility Trench, Utility Pot Holing or Composite Utility Plans.
• Construction Observation or Quality Assurance Engineering.
• As -Built Surveying
• Construction Staking or Monumentation
• Soils, Geologic or Materials Testing or Reports.
• Environmental, Archeological, Biological, Noise Attenuation or Traffic Studies.
• Assessment District Engineering or Specific Plans.
• Contract Administration or Construction Consultation
• Landscape and Lighting Maintenance District Plans or Reports.
• Irrigation Line Improvement Plans or Relocation.
• Legal Descriptions and/or Exhibits.
• General Plan Amendment, Zone Change or Conditional Use Permit.
ADDITIONAL WORK
Consultant shall provide additional engineering or surveying services for unanticipated or
quantitatively unknown work items as requested by Client. Work shall be accomplished under
this task on written authorization from the Client. The work authorization form as provided by
the Consultant shall include a brief description of the work task and an anticipated fee.
JN 14143.00
City of La Quinta — Library Parking Lot
February 9tn, 2015
Page 7 of 7
I:► /:I I:i h liii:3�
COMPENSATION FOR SERVICES
City of La Quinta Library Parking Lot
APN 770-123-011 & 012, 770-130-001
La Quinta, CA
February 9th, 2015
Client agrees to compensate Consultant for such services as set forth in the Scope of Services,
Exhibit "A", dated February 9th, 2015, as follows:
A fixed fee of FORTY TWO THOUSAND DOLLARS ($42,000.00) for Tasks 1-17 as set forth in
the Scope of Services defined herein, plus the reimbursable cost of printings, mailings and fees.
Consultant shall invoice periodically based upon the estimated percentage of completion of each
item of work as of the billing closing date.
TASKS
1
Research/Investigation
$500.00
2
Topographic Survey/Base Plan
$3,000.00
3
Parking Lot Site Plan
$1,000.00
4
Hydrology Study
$3,000.00
5
ADA Paths of Travel Plan
$2,500.00
6
Parking Lot Grading/Paving Plan
$5,000.00
7
Signing and Striping Plan Details
$1,500.00
8
Storm Drain Improvement Plan Details
$2,500.00
9
SWPP Plan
$3,000.00
10
WQMP
$3,000.00
11
PM 10 Plan
$2,000.00
12
Quantity and Costs
$1,500.00
13
Printing & Reprographics
$500.00
14
Structural Foundation Plan
$7,500.00
15
Pre -Bid Meeting
$1,000.00
16
Bidding Assistance
$2,000.00
17
Record Drawing
$2,500.00
TOTAL: $42,000.00
Note: The fees set forth herein constitute an offer to contract for the defined tasks for a 30-day
period from the date shown on the Proposal. If Client's acceptance is not received within the
specified 30-day period, this offer becomes void and is subject to re -negotiation.
JN 14143.00
Exhibit C
Schedule of Performance
Consultant shall complete all services identified in the Scope of Services,
Exhibit "A" of this Agreement in accordance with the Project Schedule, as outlined
below:
January 20, 2015 - Receive Contract Approval by City Council
March 16, 2015 - Submit Plan Set for Frist Plan Check
1 Week City Review Period
March 23, 2015 - Receive Plan Check Comments
April 7, 2015 - Re -submit Plan Set
1 Week City Review/Approval Period
April 14, 2015 - Submit Mylar Set for Signature
Exhibit D
Special Requirements
None.
TO: Frank J. Spevacek, City Manager
FROM: #4 othy R. Jonasson, P.E., Public Works Director/City Engineer
DATE: January 27, 2015
RE: Professional Services Agreement with Coachella Valley Engineers for
Surveying and Design Services Related to the La Quinta Library
Parking Lot Project
Attached for your signature is the agreement (in electronic form) between
Coachella Valley Engineers and the City of La Quinta for the services referenced
above.
Reviews and signatures are 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.