2015 RBF Consulting/Drainage StudyTHIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made and
entered into by and between the CITY OF LA C1U|NTA, ("City"), a California
municipal corporation, and RBF Consulting., an
_a�m�_2L Michael Baker
International ("Consultant"). The parties hereto agree as follows.,
0-00010�g --OWN
1 -' In compliance with all
terms and conditions of this
' Agreement, Consultant provide those services related tothe preparation of a
'Focused Drainage Study asspecified in the "Scope ofServices" attached hereto as
Exhibit "A" and incorporated herein by this reference (the "Services"), Consultant
represents and warrants that Consultant is a provider of first-class services and
Consultant is experienced in performing the Services contemplated herein and, in
light of such status and experience, Consultant covenants that it shall foUuvv the
highest professional standards in performing the Services required hereunder. For
purposes of this Agreement, the phrase "highest professional standards" shall
mean those standards of practice recognized by one or more first-class firms
performing similar services under ainni|er circumstances. `
1.2 All services rendered hereunder shall be provided
in accordance with all ordinances, ,emn|udwnm, statutes, rules, regulations, and |avve
of the City and any Federal, State, or local governmental agency of competent
1.3Licenses, Permits, Fees and Assessments. Except omotherwise specified
herein, Consultant shall obtain at its sole cost and expense such licenses, permits,
and approvals as may be required by |avv for the performance of the Services
required by this Agreement, including a City of La Ouin1a business |icense.
Consultant and its employees, agents, and subcontractors shall, ottheir sole cost
and expense, keep in affect at all times during the term of this Agreement any
||nmnaos, permits, and approvals that are legally required for the performance of the �
Services required by this Agreement. Consultant shall have the ou|e obligation to
pay for any fees, amsmmnrnan1a, and taxes, plus applicable penalties and interest,
which may be imposed by |avv and arise from or are necessary for the performance
of the Services required by this Agreement, and shall indemnify, defend (with
counsel selected by City), and hold City, its elected officials, officers, employees,
and agents, free and harmless against any such fees, assessments, taxes,
penalties, or interest levied, assessed, or imposed against City hereunder.
Consultant shall be responsible for all subcontractors' compliance with this Section. �
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1.4 Familiarity' By� executing this Agreement, ' Consultant
warrants that (a)it has thoroughly investigated and considered the Services to be
performed, (b)b has investigated the site where the Services are to be performed,
if any, and fully acquainted itself with the conditions there existing, (o)it has '
carefully considered how the Services should be performed, and (d) it fully
understands the facilities, difficulties, and restrictions attending performance of the
Services under this Agreement. Should Consultant discover any latent or unknown
conditions materially differing from those inherent in the Services or as represented
by City, Consultant shall immediately inform City ufsuch fact and mheU not proceed '
= except atConsultant's risk until written instructions are received from the Contract
Officer (as defined inSection 4.2hereuf>.
1.5 Standard of Care. Consultant acknowledges and understands that the
Services contracted for under this Agreement require specialized skills and abilities
and that, consistent with this understanding, Consultant's work will be held to a
heightened standard of quality. Consistent with Section 1.4 hereinabove,
Consultant represents to City that it holds the necessary skills and abilities to
satisfy the heightened standard of quality as set forth in this Agreement.
Consultant shall adopt reasonable methods during the life of this Agreement to
furnish continuous protection to the Services 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 Services by City, except such losses or damages as may be
caused by City's own negligence. The performance of Services by Consultant shall
not relieve Consultant from any obligation to correct any incomplete, inaccurate, or
defective work at no further cost to City, when such inaccuracies are due to the
negligence of Consultant.
1.6 Additional Services. In accordance with the terms and conditions of this
Agreement, Consultant shall perform services in addition to those specified in the
Scope of Services ("Additional Services") only when directed to do so by the
Contract Officer, provided that Consultant shall not be required to perform any
Additional Services without compensation. Consultant shall not perform any
Additional Services until receiving prior written authorization from the Contract
Officer, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the
time to perform this Agreement, which said adjustments are subject to the written
approval of Consultant. It is expressly understood by Consultant that the
provisions of this Section shall not apply to the Services specifically set forth in the
Scope of Services or reasonably contemplated therein. 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
Officer's written authorization for Additional Services shall constitute a waiver of
any and all right to adjustment of the Contract Sum or time to perform this
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Agreement, whether by vvmy of compensation, restitution, quantum rneruit, or the
like, for Additional Services provided without the appropriate authorization from the
Contract Officer, Compensation for properly authorized Additional Services shall be
made in accordance with Section 2.3 of this Agreement.
13 Additional terms and conditions of this
/\QreeOnmn1, if any, which are made a part hereof are set forth in Exhibit "0" (the`
"Special Requirements"), which is incorporated herein by this reference and
expressly made n part hereof. 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 eocnrdonno with Exhibit "R" (the "Schedule of
Compensation") in e total annnurd not to exceed One Hundred Seventy -Six
Thousand, Eight Hundred Eight Dollars (the "Contract Sum"),
except as provided in Section 1.8. The method of compensation set forth in the
Schedule of Compensation may include e lump ounn 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 rnmthndm as may be specified in the
Schedule of Compensation, The Contract Sum shall include the attendance of
Consultant at all project meetings reasonably deemed necessary by City;
Consultant shall not be entitled to any additional compensation for attending said
meetings. Compensation may include reimbursement for actual and necessary
expenditures for reproduction costs, transportation expense, telephone expense,
and similar costs and oxAmnams when and if specified in the Schedule of
Compensation. Regardless of the method of compensation set forth in the
Schedule *fCompensation, Consultant's overall compensation shall not exceed the
Contract Sum, oxoapt as provided in Section 1.6 of this Agreement,
22 Method of__��, 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 (11 ) 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 Services performed in
accordance with the terms of this Agreement, Subject to retention pursuant to
Section 83, City will pay Consultant for all items stated thereon which are
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approved by City pursuant to this Agreement no later than thirty (30) days after
invoices are received bythe C�ty^s Finance Qmpartnnent,
2^3 g2T2fnsation for Additional Services. Additional Services approved in
advance by the Contract Officer pursuant to Section 1.6 of this Agreement shall he
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 (596) or less of the Contract 3uno
may be approved bythe Contract Officer. Any greater amount mfcompensation for
Additional Services must be approved by the La Quints City Council. Under no
circumstances shall Consultant receive compensation for any Additional Services
un|mom prior written approval for the Additional Services is obtained from the
Contract Officer pursuant to Section 1.6 of this Agreement,
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3 Time is of the essence ln the performance of'this
Agreement. /f the Services not completed in accordance with the Schedule of
Performance, as set forth in Section 3.2 and Exhibit C, it is understood that the
City will suffmrdarnage.
3�2 Schedule of Performance, All Services rendered pursuant to this
Agreement shall be performed diligently and within the time period established in
Exhibit C (the "Schedule of Performance"), Extensions to the time period specified
in the Schedule of Performance may be approved in writing by the Contract Officer,
3.3 Forc3 M eure. The time period specified 1nthe Schedule of Performance
for performance of the Services rendered pursuant to this Agreement mheU he
extended because of any delays due to unforeseeable omumeo beyond the control
and without the fault or negligence of Consultant, including, but not restricted to, .
moto of God orofthe public enemy, fires, earthquakes, floods, epidemic, quarantine
restrictions, riots, strikes, freight embargoes, acts of any 8nvornrnantm| agency
other than City, and unusually severe weather, if Consultant shall within ten (10) °
days of the cmmnnenc�rnon1 of such delay notify the Contract Officer in vvridmQ 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 time period in the Schedule of Performance which
are determined by the Contract Officer tube justified pursuant tothis Section shall
not entitle the Consultant to additional compensation in excess of the Contract �
Sum.
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3.4 =Trm, Unless earlier terminate in accor ance wit Sect ons . or ,
of this Agreement, the term of this agreement shall commence on April 13, 2015
and terminate on September 30, 2015 ("Initial Term"), This Agreement may be
extended upon mutual agreement by both parties ("Extended Term").
4.1 E2pLesentative olConsultant. The following principals of Consultant
("Principals") are hereby designated as being the principals and representatives of
Consultant authorized to act in its behalf with respect to the Services specified
herein and make all decisions in connection therewith:
a. John McCarthy, P.E~ CFWl, Principal -in -Charge, Vice President
E'nnai|:jmocarthy@robmksrint|.uonn
b.Thomos Ryon, P.E., Project Manager
E-mail: tomryan@mbakerintl.com
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 /\gramrnmnt for directing all activities of Consultant and
devoting sufficient time to personally supervise the Services hereunder, For
purposes of this Agreement, the foregoing Principals may not be changed by
Consultant and no other personnel may be assigned to perform the Smrv|oom
required hereunder without the express written approval of City.
4.2 Contract Officer, The "Contract Officer" shall be
PE Public VV or such other person as may be
designated in writing 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, that
must be made by City 1Vthe Contract Officer. Unless otherwise specified herein,
any approval of City required hereunder shall mean the approval of the Contract
Officer. The Contract Officer shall have authority to sign all documents on behalf
of City required hereunder to carry out the terms of this Agreement.
The experience, �
knowledge, capability, and reputation of Consultant, its principals, and its
employees were o substantial inducement for City to enter into this Agremrnent.
Except as set forth in this Agreement, Consultant mho|| not contract with any other
entity to perform in vvhu|m 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 transferred, assigned, conveyed, hypothecated, or
encumbered, voluntarily or by operation of |mvv, without the prior written approval
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of City. Transfers restricted hereunder shall include the transfer to 'any� person or
group of persons acting in concert of more than twenty five percant(2596) of the
present ownership and/or control of Consultant, taking all transfers into account on
o cumulative basis. Any attempted or purported assignment or contracting by
Consultant without O1y'n express written approval mheU be null, void, and of no
'offect. No approved to*Mofmr shall release Consultant of any liability hereunder
without the express consent ofCity,
4,4 Independent . Neither City nor any of its employees shall have
any control over the manner, mode, or means by vvh|uh Consultant, its agents, or
its employees, perform the Services required herein, except as otherwise set forth
herein. City oheU have no voice inthe selection, discharge, supervision, or control
of Consultant's employees, servants, representatives, or agents, or in fixing their
number or hours ofservice. Consultant shall perform all Services required herein as
on 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 ro|e.
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 Cbv. City shall not in any way or
for any purpose become orbedeemed to be apartner ofConsultant in its business
or otherwise or a joint venturer or m member of any joint enterprise with
Consultant. Consultant shall have no power to incur any debt, obligation, or
liability on behalf of City. 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.
Except for the Contract Sum paid to Consultant as provided in this Agreement, City
shall not pay salaries, wages, or other compensation to Consultant for performing
the Services hereunder for City. City shall not be liable for compensation or
indemnification to Consultant for injury or sickness arising out of performing the
Services hereunder. Notwithstanding any other City, state, or federol policy, rule,
regulation, law, or ordinance to the contrary, Consultant and any of its ennp|oyomm'
agents, and subcontractors providing services under this Agreement shall not
qualify for or become entitled to any compensation, benefit, or any incident of
employment by City, including but not limited to eligibility to enroll in the California
Public Employees Retirement System ("PERS") as an employee of City and �
entitlement to any contribution to be paid by City for employer contributions and/or
employee contributions for PERS benefits. Consultant agrees to pay all required
taxes on amounts paid to Consultant under this Agreement, and to indemnify and
hold City harmless from any and all taxes, assessments, penalties, and interest
asserted against City by reason of the independent contractor relationship created
bythis Agreement. Consultant shall fully comply with the workers' compensation
|mvva regarding Consultant and Consultant's employees, Consultant further agrees
to indemnify and hold City harmless from any failure of Consultant to comply with
applicable workers' compensation |ovvo. City shall have the right to offset against
the amount of any payment due to Consultant under this Agreement any amount
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due to City from Consultant as a result of ' Consultant's failure to promptly pay to
City any reimbursement or indemnification arising under this Section,
� 4.5 Consultant represents that it
oonp|oym or will employ at its own expense all personnel required for the
satisfactory performance of any and all of the Services set forth herein. Consultant
represents that the Services required herein will be performed by Consultant or
under its di/act supervision, and that all personnel engaged in such work mhm|| be
fully qualified and shall be authorized and permitted under applicable State and
|nua| law tm perform such tasks and services.
4,0 City shall provide Consultant with any plans,
publications, reports, statistics, records, or other data or information pertinent to
the Services to be performed hereunder which are reasonably available to
Consultant only from orthrough action by City.
5.1 Insurance. Prior *xthe beginning of any Somiomm under this Aqraennanr
and throughout the duration of the term of this Agreement, Consultant shall
procure and maintain, at its sole cost and expense, and submit concurrently with
its execution of this 4oromrneni, policies of insurance as set forth in Exhibit E (the
"Insurance Requirements") which is incorporated herein by this reference and
expressly made a part hereof.
8.- To the fullest extent permitted by law, Consultant shallindemnify, protect, defend (with counsel selected by City), and hold harmless City
and any and all of its officers, employees, agents, and volunteers an aa1 forth in
Exhibit F (Indemnification") which is incorporated herein by this reference and
expressly made apart hereof.
7.1 B2ports, Consultant shall periodically prepare and submit fmthe Contract
Officer such reports concerning Consultant's performance of the Services required
by this Agreement as the Contract Officer shall require, Consultant hereby '
acknowledges that City is greatly concerned about the cost of the Services to be
performed pursuant to this Agreement. For this reason, Consultant agrees that if
Consultant becomes aware of any faoto, circumstances, techniques, or events that
may or will materially increase or decrease the ommt of the Services contemplated
herein or, if Consultant is providing design services, the cost of the project being
designed, Consultant shall promptly notify the Contract Officer of said fact,
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circumstance, technique, or event and the 'estimated increased or decreased cost
'related thereto and, if Consultant is providing design services, the os1|rnatmd
increased or decreased cost estimate for the project being designed.
7^2_ Records. Consultant shall keep, and require any subcontractors to keep,
such ledgers, books of accounts, invoices, vouchers, canceled checks, reports
(including but not limited to payroll reports), studies, or other documents relating to
the disbursements charged to City and the Services performed hereunder (the
"Books and Records"), as shall be necessary to perform the Services required by
this Agreement and enable the Contract Officer to evaluate the performance of
such Services, Any and all such Books and Records shall be maintained in
accordance with generally accepted accounting principles and shall be complete
and detailed, The Contract Officer shall have full and free access to such Books
and Records at all times during nprrns| business hours of City, including the dQhi to
inepeot, copy, audit, and make records and transcripts from such Books and
Records. Such Books and Records shall be maintained for o period of three(3)
years following completion of the Services hereunder, and City shall have access to
such Books and Records in the event any audit is required. In the avao1 of
dissolution of Consultant's business, custody of the Books and Records may be
given to City, and access shall be provided by Consultant's successor in interest,
Under California Government Code Seution8546.7, if the amount of public funds
expended under this Agreement exceeds Ten Thousand Dollars ($10,000D0)' this
Agreement shall be subject to the examination and audit of the State Auditor, at
the request of City or as port of any audit of City, for a period of three (3) years
after final payment under this Agreement,
7,3 Owners Documents, All drawings, specifications, nnmpo, designs,
photographs, studies, surveys, data, notes, computer files, reports, records,
documents, and other materials plans, drawings, estimates, (oot data, survey
results, models, renderings, and other documents or works of authorship fixed in
any tangible medium of expression, including but not limited to, physical drawings,
digital renderings, or data stored digitally, magnetically, or in any other medium
prepared or caused to be prepared by Consultant, its employees, subcontractors, �
and agents in the performance of this Agreement (the "Documents and Materials")
mhmU be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the expiration or termination of this Agreement, and
Consultant shall have no c|eirn for further employment or additional compensation
as a result of the exercise by City of its full rights of ownership use, reuse, or
assignment of the Documents and Materials hereunder. Any use, reuse or
assignment of such completed Documents and K4uterie|m for other projects and/or
use of uncompleted documents without specific written authorization by �
Consultant will be at C|ty'm sole risk and without liability to Consultant, and
Consultant's guarantee and warranties shall not extend to such use, revise, or
assignment. Consultant may retain copies mfsuch Documents and Materials for its
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own use. Consu tant shall have an unrestricted right to use the concepts embodied
therein. All subcontractors shall provide for assignment to City of any Documents
and Materials prepared by them, and in the event Consultant fails to secure such
assignment, Consultant shall indemnify City for all damages resulting therefrom.
In the event City or any person, firm, or corporation authorized by City nsuoas
said Documents and Materials without written verification or adaptation by
Consultant for the specific purpose intended and ueumeo to be made or makes any
changes or alterations in said DoournanLa and Materials, City hereby releases,
discharges, and exonerates Consultant from liability resulting from said change.
The provisions of this clause mhoU survive the termination or expiration of this
Agreement and shall thereafter rorno|n in full force and effect.
7, 4 J� jp�rty. This Agreement creates a non-
exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense
any and all copyrights� designs, rights of reproduction, and other intellectual
property embodied in the Documents and Materials. Consultant shall requIre all
subcontractors, if any, to agree in writing that City is granted a non-exclusive and
perpetual license for the Documents and Materials the subcontractor prepares
under this Agreement, Consultant represents and warrants that Consultant has the
legal right to license any and all of the Documents and Materials, Consultant
makes no such representation and warranty in regard to the Documents and
Materials which were prepared by design professionals other than Consultant or
provided to Consultant by City. City shall not be limited in any way in its use of
the Documents and Materials at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
7.5 Relea se of Documents. The Documents and Materials ohmU not be
released publicly without the prior written approval of the Contract Officer or as
required by law, Consultant shall not disclose to any other entity or person any
information regarding the activities of City, except as required by |avv or as
authorized by City.
8,1 California Law, This Agreement ohn|| be interpreted, 'construed, and
governed both as to validity and to performance ofthe parties in accordance with
the |avvn of the State of California, Legal actions concerning any dispute, claim, or
matter arising out of or in relation to this Agreement shall be instituted in the
Superior Court of the County of Riverside, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit
tothe personal jurisdiction ofsuch court inthe event ofsuch aodon.
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8.2
' [}j�jROtes. In the'event of any dispute arising under this Agreement, the
injured party mhoU notify the injuring party in writing of its contentions by
mubrn|1dng e u|airn tharefo,m. The injured party shall continue performing its
obligations hereunder oolong asthe injuring party commences tocure such default
within ten (10 days of service of such notice and completes the cure of such
default within forty-five (45) days after service of the notice, or such longer period
as may be permitted by the Contract Officer; provided that if the default is on
immediate danger to the health, safety, or general welfare, City may take such
innrnmd|nte action as City deorno warranted. Compliance with the provisions of this
Section shall be a condition precedent to termination of this Agreement for cause
and to any |e8m| action, and such compliance shall not be a waiver of any party'a
right totake legal action in the event that the dispute is not cured, provided that
nothing herein shall limit City"m right to terminate this Agreement without cause
pursuant to Section 8.8. During the period of time that Consultant is in default,
City shall hold all invoices and shall, when the default is cured, proceed with
payment on the invoices. In the alternative, /City may, in its sole discretion, elect
to pay some or all of the outstanding invoices during any period of default.
8.3 Retention of Funds. City may withhold from any monies payable to
Consultant sufficient funds to compensate City for any losses, costs, liabilities, or
damages it reasonably believes were suffered by []iy due to the default of
Consultant in the performance of the Services required by this Agreement,
8.4 Waiver, 0odelay oromission inthe exercise Vfany right orremedy mfa
non -defaulting party on any default nhoU impair such right or remedy or be
construed as o waiver. City's consent or approval of any act by Consultant
requiring C|ty'o consent or approval ohuU not be deemed to waive or render
unnecessary City'o 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 tqrights 'and ^
remedies expressly declared to be exclusive in this Agreement, the rights and
remedies of the parties are cumulative and the exercise by either party of one or
more of such rights or remedies shall not preclude the exercise by it, a1the same or
different times, of any other rights or remedies for the same default or any other
default bythe other party,
8.8 In addition to any other rights or remedies, either party
may take |eQu| action, of |avv 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 declaratory or injunctive relief, or to obtain any other remedy
consistent with the purposes mfthis Agreement,
817 Not applicable to this Agreement,
18.8 Termination Prior To This Section shall govern any
termination of this Agreement, except as specifically provided in the following
Section 8.9 for termination for cause. City reserves the right to terminate this
Agreement at any time, with or without cause, upon thiniy(3O) days' written
notice to Consu|tant. 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,
8'9 Termination for Default of Con sultant. If termination is due Lothe failure
of Consultant to fulfill its obligations under this Agreement, City may, after
compliance with the provisions of Section 8.2, take over the Services and
prosecute the same to completion by contract or otherwise, and Consultant shall
be ||ob|e to the extent that the total cost for cornp|odmn 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.
8.10 /\ttorrjsyjL If either party to this Agreement is required to initiate
or defend or made e party to any action or proceeding in any vvoy connected with
this Agreement, the prevailing party in such action or proceeding, inaddition t0any
other relief which may be granted, whether |oge| or equitable, shall he entitled to
reasonable attorneys' foes; provided, however, that the attorneys' fees awarded
pursuant to this Section shall not exceed the hourly rate paid by City for legal
services multiplied by the reasonable number ofhours spent by the prevailing party
in the conduct ofthe litigation, Attorneys' fees shall include attorneys' fees on any �
appeal, and in addition o party entitled to attorneys' fees shall be entitled to all
other reasonable costs for investigating such action, taking depositions and
discovery, and all other necessary ons10 the court allows which are incurred in such
litigation. All such foes shall be deemed to have accrued on commencement of
such action and shall be enforceable whether o/ not such action is prosecuted to
judgment, The court may set such fees in the oeone action or in o separate action
brought for that purpose.
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M No officer, official,
ernp|myeo/ agent, representative, or volunteer of City shall be personally 'liable to
Consultant, or any successor in interest, in the event or any default or breach by
City orfor any amount which may become due to Consultant o/ to its successor, or
for breach of any obligation mfthe terms of this Agreement.
9'2 Conflict of Interest. Consultant covenants that neither it, nor any officer
or principal of it has or shall acquire any interest, directly or indirectly, which
vvQV|d conflict inany manner with the interests of City mrwhich would in any way
hinder Consultant's performance of the Services under this Agreement. Consultant
further covenants that imthe performance of this Agreement, no person having any
such interest shall be employed by it as an officer, employee, agent, or
subcontractor without the express written consent of the Contract Officer.
Consultant agrees to at all tinnoo avoid conflicts of interest or the appearance of
any conflicts of interest with the interests of City in the performance of this
Agreement.
No officer oremployee of City shall have any financial interest, direct or
indirect, in this Agreement nor shall any such officer or employee participate in any
decision relating to this Agreement vvh|oh effects his financial interest (z, the
financial interest of any corporation, partnership or association in which he is,
directly or indirectly, interested, in violation of any State statute or reQu|ation.
Consultant warrants that it has not paid orgiven and will not pay orgive any third
party any money orother consideration for obtaining this Agreement.
9.3 Covenant aclainst Discrimination, Consultant covenants that, by and for
itself, its heirs, executors, assigns, and all persons claiming under orthrough them,
that there oheU he no discrimination against or segregation of, any person or group
ofpersons Vn account ufany impermissible classification including, but not limited
to, race, color, creed, religion, sex, marital status, sexual orientation, national
origin, or ancestry in the performance of this Agveennont. Consultant shall take x
affirmative action to insure that applicants are employed and that employees are
treated during employment without regard totheir race, color, creed, religion, sex,
marital status, sexual orientation, national origin, or ancestry.
10] Notice, Any notice, demand, request, consent, 'approVa|, or
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 vvrb/ng. 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: FrankSpevacak,`=
City Manager
Y8'4g5CeUeTampico
La [luinta, California 92268
ToConsultant:
8BFConsu|1ing
� (/\ Company ofMichael Baker Intl.)
John McCarthy, RE., CFK4
Principal-in-Charge/Vice President
14725Alton Parkway
Irvine, California 92618
1II2 jDLerpretation. The terms of this /\0oeannent mhd| be construed in
accordance with the meaning of the language used and shall not be construed for
or against either party by reason of the authorship of this Agreement or any other
rule otconstruction which might otherwise apply.
r 1013 Section —_Headin_gs and- Subheadings, The section -headings and
subheadings oontoinGd in this /\gnaonoont are included for convenience only and
uhoU not limit or otherwise affect the terms ofthis Agreement.
10/4 This Agreement may be executed in counterparts, each of
which shall bodeemed 1obeen uri 'na|, and such counterparts shall constitute one
and the same instrument
10.5 | t This Agreement
'including the exhibits -hereto is
c
�r the entire, complete, and exclusive expression of the understanding ofthe parties.
It is understood that there are no oral agreements bnivvoen the parties hereto
affecting this Agreement and this Agreement supersedes and cancels any and all
previous negotiations, anonQmnnonto, agreements, and understandings, if any,
between the parties, and none shall beused to interpret this Agreement.
1{}.6 Amendment. No amendment to or modification of this Agreement shall
be valid unless made inwriting and approved byConsultant and by the City Council
of City. The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void,
1D.7.articles, |n tho ev�n1 thot �ny oma or mureofdnaphrases,
sentences, clauses, paragraphs, or sections contained in this Agreement ahmU be
declared invalid or unenforceable, such invalidity or unonfornoebi|byaheU not affect
any of the remaining articles, phrases, sentences, o|aunoa, paragraphs, or sections
of this /\grmmnnmnt vvh|nh are hereby declared as severable and shall be interpreted
to carry out the intent of the parties hereunder unless the invalid provision is so
material that its invalidity deprives either party of the basic benefit of their bargain
o,renders this Agreement meaningless.
Last revised March 2015 -13-
D In entering ' into this Agreement,
Consultant offers and agrees to assign toCity all rights, title, and interest in and to
all causes of action it may have under Section of the Clayton Act (15 U.&C.
§ ]5) or under the Cartwright Act (Chepter2, (commencing with Section 16700)
of Part 2 of Division of the Business and Professions Coda), arising from
purchases of goods, services, or nnoYeria|a related to this Agreement. This
assignment shall be made and become effective at the time City renders final
payment to Consultant without further acknowledgment of the parties.
,
10'9 With the exception of the specific
provisions set forth in this Agreement, there are no intended third -party
beneficiaries under this Agreement and no such other third parties 'shall have any
rights orobligations hereunder,
10.10 Authority. The personmexecut|ng this Agreement on behalf of each of
the parties hereto represent and warrant that (|) such party is duly organized and
existing, (|i)they one duly authorized to execute and deliver this Agreement on
behalf of said party, (|i|)by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (|v)that entering into this
Agreement does not violate any provision of any other Agreement to which said
party is bound, This Agreement shall be binding upon the heirs, executors,
administrators, successors, and assigns of the parties.
Last revised March 2015 -14-
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates stated below.
CITY OF LA QUINTA,
a California municipal corporation
I
T NK J. SP CE ity Manager Title: rind ajjn-in /Vic�e President
C'
NK 1pity Manag,
J' Sp�
Dated: Dated:
ATTEST: By: 6
Digitally signed by City of La Quinta
DN: serial Nurnber=6frnhzhdhvfjz93cr,
c=US, st=California, I=La Quinta,o=city Name: ROBERT KALLENBAUGH, P,E.
of La Quinta, cn=City of La Quinta
Date: 2015,04.14 13:44:07 -07'00'
SUSAN MAYSELS, City Clerk, Title: Vice President/Irvine Office Exec.
La Quinta, California Dated:
APPROVED AS TO FORM:
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
NOTE: CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND
APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY
THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
Last revised March 2015 -15-
T
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
ffi M11
Place Notary Sea/ Above — OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Doc eat: , en t
Number of Pages:
- Signer(s) Other Than
y
Capacity(les) Clairn%edy'Signer(s)
Signer's Name: Signer's Name;
1 1 Corporate Officer — Titl I Corporate Officer — Title(s):
it al
[I Partner — F! Limited I I G al Partner — i I Limited I- General
I Individual C 1 Attorney in Fa Individual i Attorney in Fact
F11 Trustee I Guardian or Cons er r Trustee Guardian or Conservator
I Other: Other:
Signer Is Representing: ......... .. Signer Is Representing:
� NOTARY (1-800-876-6827) Item#5907
Exhibit A
Scope of Services
Consultant's scope of work related to the preparation of the Focused Drainage
Study is attached and made a part of this agreement.
Last revised March 2015 EXHIBITA
Page 1 of 1
Exhibit A
City of La[uirta Focused Drainage Study
Scope of Work
The RBF Baker Team has reviewed the RFP and the project sites to provide the following scope of services for the Focused
Drainage Study in the City of La Quints, The project area is generally defined by the area shown in Figure 1, The following
Scope of Work provides a general overview of the work efforts for the project.
TASK 2—DASsUNdnuTxIwVBN70qY
1.1 Data Collection and Review
MA
FMINIOMM
1.2 Existing Facility and rieldInvestigation
Develop an inventory of the existing drainage facilities within watersheds of the project site The inventory will be used to
develop the existing conditions hydrology and hydraulic analyses. Existing construction drawings provided by the City or other
agencies will be used to obtain specific characteristics about the facilities including geometry and verhcal/hohizontal alignments,
A facility database spreadsheet will be developed to organize specific facility information and identify data gaps. A field
reconnaissance review will be prepared to evaluate the information in the data base related to the different facilities, and verify
watershed drainage boundaries for the project site,
1.37opngi-aphic8urvcy
03F Bakefintends on using the BMA UDARpublic data for the surface topography. The data was flown in 2011 and is
available in raw unfomnatted.|no files. RBF Baker will process this data to create a digital terrain model for each of the site,
Some drainage features will not be included in this data, such as storm drain outlets, narrow channels, or headwalls. RBF Baker
intends on supplementing this data with City as -built plans to create a detailed surface model,
'|'xsu3-8vno0,uoyaNx(./S/a ^
Hydrology will he performed for several of the areas tributary to the project site. For the purpose of this study, the 100'year
storm has been selected for evaluation using the Riverside County methodology. The governing duration will be selected based
on calculated worst case scenario peak Oowotes(1hror3h Watershed drainage areas will be delineated based on what is
tributary to the project location, 'Anestimate fourteen (14)watershed are expected toheevaluated,
Hydrologic routing and channel routing elements will be integrated into the models based on the different features identified in
the watershed mapping. Portions of the watersheds are subject to distributary flow, which creates significant challenges for
hydrologic modeling, The hydrologic model applied will utilize synthetic unit hydrograph with the combined Whitewater River S-
graph and will bndeveloped through integrated G|& mapping tools. The results of the hydrologic models will boevaluated as
pal of validation process comparing with consistency to (where available) gage data, measured runoff yields, or known pending
elevations within the project sites, The model parameters may buadjusted anpart of the validation process,
A *o|mmhed hydrology map will be prepared on a digital base sheet which will reflect the ultimate hydrology and drainage
facilities, The hydrology map shall include the hydrologic concentration points ornodes clearly idonUfied and the associated
design discharge. A summary hydrologic information table will be prepared in addition to schematic code diagrams for each of
the watersheds, The hydrology maps will summarize the mapping of the hydrologic data and calculated results of the hydrology p
models based on the existing system. The map will he developed so it can be "stand-alone" exhibit with the minimum
information,
'Z.%—OPTIONAL }|Yol(oC8GV(24-Bnn&DURATION)
Hydrology for the 24hnurduration (100-yr) storm event will be prepared for two (2) locations; 1) tributary to north end of
Eisenhower Drive. and 2) ihhotmry to Washington Street and Avenue 50. Further review of these locations may indicate that
bifurcation ex)dukom adjacent watersheds, If this in the nooe, additional calculations may be required and can be performed
per aseparate addendum,
1Exhibit/l
City of La Qu|nmFocused Drainage Study
Scope of Work
known or sinillar flood cl
3JExisting Drainage Facility Hydraulic Analyses
RBF Baker will perform hydraulic capacity analysis of the different existing facilities which provide drainage conveyance or
influence the floodplaln hydraulics in the Study area which includes existing storm drains, roadway Culverts, and street sections,
The analysis will be performed with the use of XP Goftware'e XPOYVMM model, which padunno advanced linked one-
dimensional (subsurface storm drains) and two-dimensional (detailed multi -directional mudmca Uowm) analyses, The existing
topography and as -built elevation information for the facilities will be used in developing the hydraulic model GIS for the facilities
toaccurately assess the upstream and downstream hydraulic characteristics. Hydraulic analysis shall bacompleted i«sufficient
detail to document the hydraulic adequacy or hydraulic conveyance capacity, The existing condition models serve as a baseline
for the project area,
3.2 Model Validation
The RBF Baker Team will correlate the design flood events to previous; storm events, as best as possible. Using photographs or
known maximum water surface elevations, RBF Baker will validate depths of flows, If reliable stream gage data is not available,
a photo correlation at several locations can be used to help verify patterns in calculated hydraulic results,
l�%oc4,— 'rn88DmRAUucANALYSES
Afull hydraulic evaluation will be prepared for the project site, focusing on regional drainage Generally, this infers
c tostorm drains larger than 24Anuhdiameter,
Advanced hydraulic mlthe conceptual alternative alignments, The systems
will include incorporation of innovative drainage solutions and Uoodp|ein management, The m|tema8weo identified are based
Uponnompa\ibi|ity with the existing physical constraints.
The XP8WMm1-D/2D analysis will be used to size alternative facilities given the City design requirements for maximum Street -
level Umd|nOextents, For the areas along Washington Street, dry lanes will bothe goal in addition to the criteria listed inthe
C|ty'uEngineering Bulletin.
RBF Baker will develop an exhibit for each of the alternatives showing the potential flood impacts. A color depth results graphic
overlaid on an aerial photograph of each alternative will be produced,
pumxN1'
|wrsmmxr/oma.L
V
Exhibit A '
City of LaUuinta Focused Drainage Study
Scope of Work
4�2 Plaiiniiiii; Level Construction Costs
alternaflves, Rough Order Magnitude (ROM) construction cost estimate for the different facilities will be prepared based (upon
the proposed alternative evaluations) on an initial quantity estimate from the "conceptual layouts" for each alternative.
Preliminary estimates of construction quantities will be based the concept plan layout and the cross section geometry used in the
hydraulic analysis, The cost estimate will be based on current unit cost estimate and include appropriate "allowances" for this
level of planning and screening cost estimate, Cost will include estimates for land Right of Way based on unit cost provided by
the City.
Based on the results of the hydraulic analyses, cost estimates, and potential impacts, RBF Baker will work with the City to
identify a recommended alternative. RBF Baker will refine the recommended alternative hydraulic calculations and estimate-ii
construction costs for the recommended alternative.
RBF Baker will provide the engineering services for the compilation of a Technical Memorandum to support the proposed
recommended drainage and flood control facility alternatives for the project site, The written report and appendices can serve as
This report shall include the background for the hydraulics, watershed investigation, hydrologic modeling, hydrologic analysis,
design criteria, constraints, design assumptions, references, floodplain evaluation, flood protection requirements. The repo will
identify the physical project constraints, technical criteria, assumptions, and guidelines in the preliminary engineering phase a
the project,
`[&si<6—PuuJmCT/\owTw|3TnAJ|Vu
6A Client and Agency Project Meetings
technical investigation and planning process for the development of the Study, This item includes meetings at regular intervals
G.3Presentations Qeveupmemt '
RBFBaker will perform one (i)formalized presentation kvthe City staff and one (1)presentation hnCbyCoond||nordnrto
share the results in No plan formulation, The work effort includes developing the presentation agenda and preparing the
exhibits/additional items required for the presentation.
6.3 Iteiiiibtii'sables/Delivei-ables
RBF Baker will budget $1.5O0for deliverable graphics bxTho above Tasks, Graphics include exhibits, presentation material,
appendix result calculations, and report text associated with the project,
Exhibit ,A
City oxLmoointaFocused Drainage Study
Scope of Work
A� GODfexr Evaluation
RBPBaker will perform the previously mentioned Tasks to include the 50Oiearstorm event if requested. Alist cdthe aummmks
are identified below,
J -
Additional hydrology for the project site will ba performed- for the 500-ymarstorm event for the governingduration (i,e.1hrm3hr).
A,[7-24-hlour Evalumiox
RBPBaker will evaluate (if needed) Um24-hourduraUonotonmavontin addition to, the governing peak flow duration
A full 1D12D analysis of the 500-yearotorm event will be evaluated for the project site, Results will be validated based on
historical photograph correlations,
J3-Proposed Al/ ivm QcAoo)yumx
RGFBaker will evaluate the required infrastructure necessary to minimize the surface flooding for the 500-year storm event, A
proposed (recommended) facility plan will be presented including planning level costs estimates and development ofa refined
alternative concept design plan.
AA - Techn ical Mcn oronduin
The results, exhibits and supporting text will baincluded into the Technical Memorandum, The 5OU-yearevaluation can bo
presented anmcombined document with the 1OO-yoa results oraseparate appendix to the original report.
A-5-Reimbomo0/e,5yDm//vmmtVex
R8FBaker will budget 05U0for deliverable graphics for the Optional Tasks. Graphics include exhibits, presentation material,
appendix result calculations, and report text associated with the 500-year analysis,
smJmR A|4
IwTmnwxr/*m^L
Exhibit B
Schedule of Compensation
With the exception of compensation for Additional Services, provided for in
Section 2.3 of this Agreement, the maximum total fixed fee compensation to be
paid to Consultant under this Agreement is One Hundred Seventy -Six Thousand,
Eight Hundred Eight Dollars ($ - 176,808,00) ("Contract Sum"). The Contract Sum
shall be paid to Consultant in installment payments made on a monthly basis and in
an amount identified in Consultant's schedule of compensation attached hereto for
the work tasks performed and properly invoiced by Consultant in conformance with
Section 2.2 of this Agreement,
The maximum total fixed fee compensation amount includes Fifty -Nine
Thousand, Four Hundred Eighty -Two Dollars ($59,482.00) of optional task items.
This additional compensation and the associated work objectives shall not be
performed unless advance written approval is received from the Contract Officer,
Last revised March 2015 EXHIBIT B
Page 1 of 1
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, attached
hereto and incorporated herein by this reference.
Last revised March 2015 EXHIBIT G
Page 1 of 1
Exhibit D
Special ■
m
Last revised MarGh 2015 EXHIBIT D
Page 1 of 1
Exhibit
Insurance Requirements
]E1 Insurance. Prior imthe beginning ofand throughout the duration ufthis
Agreement, the following policies shall be maintained and kept in full fmnom and
effect providing insurance with minimum limits as indicated below 'and issued by
insurers with A.M. Best ratings of no less than A-:Vl:
Connnnoroiol General Liability (at least as broad as ISO CG 0001)
$1'000,000 (per occurrence)
$2'000,000 (general aggregate)
Cnnnnnerc|a| Auto Liability (at ]east a8^ broad
' as ISO CA. 0001)
$l,00O'0UO(per accident)
Errors and Omissions Liability
$1,000,000 (per claim and aggregate)
~
Workers' Compensation
Consultant shall procure and maintain, at its cost, and submit
concurrently with its execution of this Agreement, Commercial General Liability
insurance against all u|a|nna for injuries against pan;Vnm 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
o mevenabi|ity of interest clause providing that the coverage shall be primary for
|oamea arising out of Consultant's performance hereunder and neither City nor its
insurers shall be required to contribute to any such loss. 8 certificate evidencing
the foregoing and naming City and its officers and ennp|myoas as additional insured
(on the Commercial General Liability policy only) shall be delivered to and approved -
by City prior to commencement ofthe services hereunder.
Consultant shall carry automobile liability insurance of/)1,OOO,08O per
accident against all claims for injuries against persons or dernaQem 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 mfthem 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 vvoy on this project,
Consultant shall provide evidence of personal auto liability coverage for each such �
person, The term°outornobi|u" includes, but in not limited to, a land motor vehicle,
trailer or semi -trailer designed for travel on public roads, The automobile insurance
policy shall contain a mmvorahiDty of interest clause providing that coverage shall be
uir,m"wed M°Rcnoo{5 EXHIBIT
Page of
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 $1,800,000 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 tmdefend, The policy retroactive date shall
be on or before the effective dote of this agreement.
Consultant shall carry Workers' Compensation Insurance in accordance
with State Worker's Compensation |avvm with employer's liability limits no |msm than
$1,000,000 per accident or disease,
Consultant shall provide written notice to City vvbNn ten (10) working
days if: (1) any of the required insurance policies is terminated; (2) the |irni1m of
any of the required pmUueo are reduced; or (3)the deductible or self -insured
retention is increased, In the event any of said policies of insurance are cancelled,
Consultant shall, prior to the oanomOodon date, submit new evidence of insurance
in conformance with this Exhibit to the Contract Officer. The procuring of such
insurance orthe delivery of policies or certificates evidencing the aannm shall not be
construed as a limitation of Consultant's obligation to indemnify City, its officers,
employees, contractors, subcontractors, or agents,
E. Remedies. In addition to any other remedies City may have ifConsultant
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:
sx 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 urkU
Consultant demonstrates compliance with the requirements hereof,
t. Terminate this Agreemerill
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
~ Last revised March uols EXH|BIT1E'
Page 2of0
�
'property resulting' from Consultant's or its 'subcontractors' performance of work
under this Agreement,
E, 3 General Conditions Pertainin to Provisions of Insurance Covera
_qia 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 all contractors, and
subcontractors iodu 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 eQream 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 Unlhnprovided by Consultant and
available or applicable to this Agreement are intended to apply to the full extent of
the po|iuioa. Nothing contained in this Agreement or any other agreement relating
to City or its operations limits the application nfsuch 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-callad "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 typos and |inifo 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'o
protection without City's prior m/,itfon consent.
7. Proof of compliance with these insurance requirements, consisti
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 tuthe execution ofthis Agreement. In the event such
proof ofany insurance is not do|ivered as required, orinthe event such insurance is
'[pst Marchzo1s EXHIBIT E
Page 3oYO
-
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 prmrniurn. 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 ensure that subcontractors, and any other
party involved with the project that is brought onto or involved in the project by
Consultant, provide the sernernininnurn 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 ofthis section, Consultant agrees that upon request, all agreements
with subcontractors and others engaged in the project will be submitted to City for
review,
° 10L 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 contractor, subcontractor, Architect, Engineer nrother 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. U
Consultant's existing coverage includes a deductible or self -insured retention, the
deductible orsm|f'innurod 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
cove/ago, or other solutions,
11. The City reserves the right at any time during the term of This �
Agreement tochange the amounts and types of insurance required by giving the
Consultant n|nety(9O) 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.
Last revised March 2015 EXHIBIT
Page 4ofG
�
1�3. Consultant /anknovv|mdgma and agrees that any actual or mUo8od
failure on the part of City to inform Consultant of non-compliance with any
insurance requirement in no vvey imposes any additional obligations on City nor
does it vve|ve any rights hereunder in this or any other regard.
14. Consultant will renew the required coverage annually as long as
`. City, or its ernp|uyaea or agents face an expomure from operations of any type
pursuant tothis 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 tothat effect,
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 aanno coverage, Proof that such coverage
has been ordered aheU be submitted prior to expiration. A coverage binder V/ letter
from Consultant's insurance agent to this effect is acceptable. /\ certificate of
insurance and/or additional insured ondmnyenneot as required in these specifications
applicable to the renewing or new coverage nnoa1 be provided to City within five (6)
days of the expiration of coverages.
16. The provisions of any workers' compensation orsimilar act will not
limit the obligations of Consultant under this agreonnent. Consultant expressly
agrees not to use any statutory immunity defenses under Such |ovva with respect to
City, its amp|Vyoes, officials, and agents,
17. RequirmnTanta of specific coverage features or Umha 'contained in
this section are not intended as limitations on coverage, limits or other
requirements nor as o 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 poUioo
here to be interpreted as such,
19. The requirements in this Exhibit supersede all other sections and
'provisions of this Agreement to the aXtan1 that any other section or provision
conflicts with or impairs the provisions of this Exhibit,
20. Consultant mOrenm to be responsible for ensuring that no contract
used by any party involved in any vvmy with the project reserves the right to charge
City or Consultant for the omot of additional insurance coverage required by this
oQrmernon1. Any such provisions are to be deleted with reference to City. It is not
Last,o,ised March 2015 EXHIBIT^E
Page 5ofD
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.
Last revised March 2015 EXHIBIT E
Page 6 of 6
e. Indemnification, for rzProfessional Liability. When the law establishes
a professional standard of care for Consultant`s Cervices, to the fullest extent
permitted by law, Consultant shall indemnify, protect, defend (with counsel
selected by City), 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 of any subcontractor),
costs and expenses of any kind, whether actual, alleged or threatened, including,
without limitation, 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
subcontractors (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 (with counsel selected by City), and hold
harmless the Indemnified Parties 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, 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 subcontractors of Consultant.
F,2 Standards Indemnification _ Provisions; Consultant agrees to obtain
executed indemnity agreements with provisions identical to those set forth herein
this section from each and every subcontractor 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
Last revised March 2015 EXHIBIT E
Page 1 of 2
others as required herein, Consultant agrees to be fully responsible according to the
tarnnm of this Exhibit Failure of City to monitor compliance with these
requirements imposes no additional obligations on City and will in no way act as o
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 ofthis agreement or this section.
a. lndemni�y_2rovisions for Contracts Related to Construction.
Without affecting the rights of |City under any provision of thisagreement,
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 he for that entire portion or
. percentage of liability not attributable tVthe active negligence of City.
b. Indemnification Provision for P_e essionals�
1. Applicability of Section F,2(b), Notwithstanding Section F.2(
hereinabove, the following indemnification provision shall apply to Consultants w
constitute "design professionals" as the term is defined in paragraph 3 below. I
2. To the fullest extent permitted by
law, Consultant shall indemnify, defend (with counsel selected by City), and hold
harmless the 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 on employee of Consultant or of any mubcontrmotor),
costs and expenses of any kind, whether actual, alleged or threatened, including,
without ||nnitohmn, incidental and consequential damages, court ummty, 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 Yvhm|o or in part, the negligence, �
recklessness, or VVU|fu| misconduct of Consultant, any subcontractor, anyone
directly or indirectly employed by them or anyone that they control.
3. As used in this Section F'2(b[
the term "design professional" shall be limitedto 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 g 278M,
Last ewiaemMarch zo1s EXHIBIT
Page 2of2
MEMORANDUM
TO: Frank J. Spevacek, City Manager
FROM: om othy R. Jonasson, Public Works Director/City Engineer
DATE: April 10, 2015
RE: Professional Services Agreement with RBF Consulting for a Focused
Drainage Study
Attached for your signature is a Professional Services Agreement with RBF
Consulting, a Michael Baker Company, for the services referenced .••
The drainage study will analyze the storm events of the past two summers in order
to determine design and construction • for future flood protection projects that
can be i`• in the City's Capital Improvement Program.
Requesting department shall check and attach the items below as appropriate:
X Contract payments will be charged to account number New. CIP account from Finance
X A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is in TRAKiT with
— no reportable interests in LO or X reportable interests
A Conflict of Interest Form 700 Statement of Economic Interests is not required because this Consultant does not meet
the definition in FPPC regulation 18701(2).
Authority to execute this agreement is based upon:
X Approved by the City Council on April 7, 2015 (date)
— City Manager's signature authority provided under Resolution No. 2005-095
Public Works projects for $30,000 or less.
— City Manager's signature authority provided under Resolution No. 2005-096
Service agreements for $30,000 or less.
City Manager's signature authority provided under Contract Change Order Policy
Contracts under $100,000 = 10% max, contracts over $100,000 = $25,000 max
The following required documents are attached to the agreement:
X Insurance certificates as required by the agreement (approved by Risk Manager on 311712015)
N/A Performance bonds as required by the agreement (originals)
X City of La Quinta Business License (copy or note number & expiration date here #3180, Exp. 913012015)
MEMORANDUM
TO: Susan Maysels, City Clerk
FROM: Timothy R. Jonasson, Public Works Director/City Engineer
DATE: August 31, 2015
RE: Subconsultant Agreement for Professional Services with Michael Baker
International and Dudek in Connection with the City's Focused Drainage
Study Professional Services Agreement
Attached for your signature and full execution is a Subconsultant Agreement for
Professional Services with Michael Baker International ("Baker") and Dudek.
The original agreement with Baker for a Focused Drainage Study was fully executed on
April 10, 2015. Since that time, Thomas Ryan, a principal and representative for Baker,
resigned and is now working for Dudek. The City Attorney drafted the attached
agreement to include Dudek as a subconsultant and allow Mr. Ryan to continue working
on the City's Focused Drainage Study.
Requesting department shall check and attach the items below as appropriate:
X Contract payments will be charged to account number 401-0000-60103
X A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is in TRAKiT with
no reportable interests in LQ or X reportable interests
A Conflict of Interest Form 700 Statement of Economic Interests is not required because this Consultant does not meet
the definition in FPPC regulation 18701(2).
Authority to execute this agreement is based upon:
X Approved by the City Council on April 7, 2015 (date) — Original PSA
City Manager's signature authority provided under Resolution No. 2005-095
Public Works projects for $30,000 or less.
City Manager's signature authority provided under Resolution No. 2005-096
Service agreements for $30,000 or less.
City Manager's signature authority provided under Contract Change Order Policy
Contracts under $100,000= 10% max, contracts over $100,000= $25,000 max
The following required documents are attached to the agreement:
X Insurance certificates as required by the agreement (approved by Risk Manager on 311712015)
N/A Performance bonds as required by the agreement (originals)
X City of La Quinta Business License (copy or note number & expiration date here #3180, Exp.913012015)
(Revised October 19, 2009)
SUBCONSULTANT AGREEMENT
FOR
PROFESSIONAL SERVICES
THIS SUBCONSULTANT AGREEMENT FOR PROFESSIONAL SERVICES
(AGREEMENT), entered into this day of August, 2015, by and between Michael Baker
International, Inc. f/k/a RBF Consulting, with offices at 14725 Alton Parkway, Irvine, California
hereinafter referred to as 'BAKER" and Dudek located at 605 Third Street, Encinitas, California,
hereinafter referred to as SUBCONSULTANT.
WHEREAS, BAKER has entered into a contract with the CITY OF LA QUINTA, a California
municipal corporation ("CITY" OR "CLIENT"), with said contract titled PROFESSIONAL SERVICES
AGREEMENT and dated upon full execution on April 10, 2015 (PRIME AGREEMENT) for the
purposes of furnishing certain professional services in connection with a focused drainage study as more
particularly described scope of work in the Prime Agreement (PROJECT); and
WHEREAS, pursuant to Section 4.1 of the PRIME AGREEMENT, BAKER identified John
McCarthy and Thomas Ryan as the two principals and representatives of BAKER for purposes of the
PROJECT, and it was and is expressly understood that the experience, knowledge, capability, and
reputation of the two principals were a substantial inducement for the CITY to enter into the PRIME
AGREEMENT; and
WHEREAS, Thomas Ryan has tendered a resignation to BAKER and will now work for
SUBCONSULTANT; and
WHEREAS, so that the PROJECT may be completed in accordance with the PRIME
AGREEMENT, BAKER desires SUBCONSULTANT, with the consent of the CITY, to perform the
services in connection with the PROJECT, and SUBCONSULTANT desires to perform such services.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties
hereto agree as follows:
1
(Revised October 19, 2009)
I. SCOPE OF WORK
SUBCONSULTANT shall perform in a proper manner, satisfactory to BAKER and CITY, the
services as more fully described in the "Scope of Work," which is attached as Attachment "A" and
incorporated herein by reference.
II. TIME OF PERFORMANCE
The services to be performed hereunder shall be completed in accordance with the schedule set
forth in PRIME AGREEMENT.
III. COMPENSATION AND PAYMENT
For satisfactory performance of the services described above, BAKER shall pay to
SUBCONSULTANT the compensation provided for in Attachment "B", which is attached hereto and
incorporated herein by reference. After receipt and approval by BAKER of SUBCONSULTANT's
invoice prepared in such form and supported by such documents as BAKER may reasonably require,
BAKER will include SUBCONSULTANT's invoice with BAKER's regular billings to the CITY.
BAKER will make payment to the SUBCONSULTANT within thirty (30) days after receipt of
SUBCONSULTANT's invoice.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY,
NOTHING IN THIS AGREEMENT DOES OR SHALL BE DEEMED TO AMEND THE CITY' S
OBLIGATIONS FOR COMPENSATION, METHOD OF BILLING, AND COMPENSATION FOR
ADDITIONAL SERVICES SET FORTH IN THE PRIME AGREEMENT. IN EXPLANATION OF
THE PRECEDING SENTENCE, NOTHING IN THIS AGREEMENT DOES OR SHALL BE DEEMED
TO AMEND ARTICLE 2.0 OF THE PRIME AGREEMENT, INCLUDING BUT NOT LIMITED TO
THE "SCHEDULE OF COMPENSATION" AND THE "CONTRACT SUM" (AS THOSE TERMS ARE
DEFINED IN THE PRIME AGREEMENT).
IV. COMPLIANCE WITH LAWS
SUBCONSULTANT shall observe and abide by all applicable laws, ordinances and regulations
of federal, state and local governments, in connection with the work performed hereunder.
2
(Revised October 19, 2009)
V. SUBCONTRACT AND ASSIGNMENT
This Agreement may not be assigned or subcontracted, in whole or part, without the prior written
consent of BAKER and CITY. Approval by BAKER and CITY of any subcontractor shall not relieve the
SUBCONSULTANT of any liability or responsibility for the proper performance of the work under this
Agreement.
VI. INSPECTIONS
All work performed by SUBCONSULTANT shall be subject to the quality inspection and
approval provisions in the PRIME AGREEMENT.
VII. CHANGES
Change in work by SUBCONSULTANT under this Agreement shall be governed by the PRIME
AGREEMENT but limited by the Scope of Work, Attachment "A".
VIII. TERMINATION
a) BAKER shall have the right to terminate this Agreement in whole, or in part, by written notice
to SUBCONSULTANT, but only if and after BAKER obtains prior written consent by the CITY to
terminate this Agreement with SUBCONSULTANT, which consent may not be unreasonably withheld,
conditioned or delayed if BAKER provides sufficient evidence, to CITY's reasonable satisfaction, that
SUBCONSULTANT has failed to perform pursuant to the PRIME AGREEMENT. Upon receipt of this
notice the SUBCONSULTANT shall immediately discontinue performance, will not place any further
orders and will promptly cancel all orders to subcontractors.
b) In the event of termination pursuant to this Section VIII(a), SUBCONSULTANT shall be paid
for all work performed and accepted by BAKER and CITY prior to termination. Payment for work
performed shall be governed by the PRIME AGREEMENT.
3
(Revised October 19, 2009)
IX. DEFAULT
a) SUBCONSULTANT shall be in breach of this Agreement if SUBCONSULTANT is in breach
of the PRIME AGREEMENT except that SUBCONSULTANT is not subject to a heightened Standard
of Care as defined in the Prime Agreement.
b) BAKER shall have the right to terminate this Agreement in whole, or in part, if the
SUBCONSULTANT fails to perform any of its obligations or if the SUBCONSULTANT fails to give
BAKER assurance of adequate performance within ten (10) working days after written request by
BAKER for such assurances; provided, however, that BAKER's right to terminate this Agreement shall
be subject to BAKER obtaining prior written consent by the CITY to terminate this Agreement with
SUBCONSULTANT, which consent may not be unreasonably withheld, conditioned or delayed if
BAKER provides sufficient evidence, to CITY's reasonable satisfaction, that SUBCONSULTANT has
failed to perform pursuant to the PRIME AGREEMENT.
c) In the event of a breach of this Agreement, and BAKER is authorized to terminate pursuant to
the terms and conditions of this Agreement, BAKER may:
1) Declare the SUBCONSULTANT to be in default.
2) Cancel this Agreement in whole or in part.
3) Withhold payment of any further funds which may be due the SUBCONSULTANT until the
default is corrected.
4) Pursue any and all other remedies afforded by law.
X. INDEMNIFICATION AND INSURANCE
a) SUBCONSULTANT shall indemnify, and hold harmless BAKER and CITY, and their
respective officers, agents, servants and employees from and against all claims, damages, losses and
expenses, including but not limited to attorneys' fees, to the extent arising out of or resulting from the
SUBCONSULTANT's negligent acts, errors or omissions in the performance of the services under this
Agreement. This indemnity does not include defense but SUBCONSULTANT is obligated to pay the
costs of defense to the extent of its adjudged negligence.
11
(Revised October 19, 2009)
b) With respect to its indemnification obligation hereunder, SUBCONSULTANT hereby assumes
the entire responsibility and liability for any and all damages or injury (including death resulting
therefrom) to employees of the SUBCONSULTANT caused by, resulting from, arising out of or
occurring in connection with the performance of the services under this Agreement, and if any claims for
such damage or injury (including death resulting therefrom) be made or asserted, whether or not such
claims are based upon BAKER's or CITY's alleged or actual negligent acts, errors or omissions,
SUBCONSULTANT agrees to indemnify, defend and hold harmless BAKER and CITY, and their
respective officers, agents, servants and employees from and against all such claims, damages, losses and
expenses, including but not limited to attorneys' fees, that they may directly or indirectly sustain, suffer or
incur as a result thereof.
c) Unless otherwise required in this Agreement the SUBCONSULTANT shall, during the
performance of the Work, maintain the following insurance in the types and amounts, and with insurers
satisfactory to BAKER, and in compliance with CITY's requirements in the PRIME AGREEMENT.
1) Worker's Compensation: Statutory requirements at the locations of work and in
accordance with the Contractor's established program for
employees.
2) Employer's Liability:
$1,000,000 Bodily Injury by Accident (Each occurrence)
$1,000,000 Bodily Injury by Disease (Policy Limit)
$1,000,000 Bodily Injury by Disease (Each Person)
3) Comprehensive General
$1,000,000/per occurrence; $2,000,000/general
Liability:
aggregate
4) Automobile:
$1,000,000 Combined Single Limit per accident
5) Professional Liability: (insert amount, typically the amount designated in the prime
agreement)
Prior to commencing performance of the work the SUBCONSULTANT shall furnish BAKER
and CITY with a Certificate of Insurance as evidence of the required insurance and such Certificate shall
provide for ten (10) days written notice to BAKER and CITY prior to cancellation thereof.
5
(Revised October 19, 2009)
BAKER and CITY shall be named as an additional insured on coverages furnished under 3) and
4) hereunder and SUBCONSULTANT and its insurers shall waive any and all rights of subrogation
against CITY which may arise under any policies of insurance provided hereunder.
XI. INDEPENDENT CONTRACTOR
The SUBCONSULTANT is an independent contractor and shall not be regarded as an employee
or agent of BAKER or the CITY.
The following principal of SUBCONSULTANT ("Principal") is hereby designated as being the
principal and representative of SUBCONSULTANT authorized to act in its behalf with respect to the
services required by CITY under the PRIME AGREEMENT:
Thomas Ryan, P.E., Project Manager,
E-mail: TRyan@Dudek.com
It is expressly understood that the experience, knowledge, capability, and reputation of the
foregoing Principal is a substantial inducement for CITY to consent to this Agreement. Therefore, the
foregoing Principal shall be responsible during the term of this Agreement for directing all activities of
SUBCONSULTANT and devoting sufficient time to personally supervise the services required in
connection with the PRIME AGREEMENT. For purposes of this Agreement, the foregoing principal may
not be changed by SUBCONSULTANT and no other personnel may be assigned to perform the services
required under the PRIME AGREEMENT without the express written approval of the CITY.
XII. FIDUCIARY DUTIES
SUBCONSULTANT shall not be retained for and shall not provide, either directly or indirectly,
any professional services, advice, expert testimony, or any work whatsoever, concerning the drainage,
flood control, water management, and/or related facilities and systems in the CITY, to any other individual
or entity without the CITY's prior written consent, which may be granted or denied in the CITY's sole
and absolute discretion. It is expressly understood and agreed that SUBCONSULTANT shall owe and
continue to owe a fiduciary duty to the CITY for the Project, and that the CITY shall not approve any
retainer for professional services or work related to the CITY's drainage, flood control, water
management, and/or related facilities and systems if the purpose for such retainer is to advise any
individual or entity with adverse claims or litigation against the CITY. The provisions of this Section XII
V
(Revised October 19, 2009)
shall be read broadly to effectuate their purpose in favor of the CITY and shall survive the termination or
expiration of this Agreement.
XIII. EXAMINATION OF RECORDS
The SUBCONSULTANT agrees that BAKER will have access to and the right to examine any
books, documents, papers and records of any and all the transactions relating to this Agreement. The
SUBCONSULTANT shall maintain all records for a period of three (3) years after completion of the
Work. The SUBCONSULTANT agrees that CITY shall have access to and the right to examine any
books, documents, papers and records pursuant to the PRIME AGREEMENT.
XIV. OWNERSHIP OF DOCUMENTS
Ownership of SUBCONSULTANT's documents and materials shall be governed by the PRIME
AGREEMENT, including but not limited to Sections 7.3, 7.4, and 7.5 of the PRIME AGREEMENT.
XV. PARTIAL INVALIDITY
If any term, covenant, condition or provision of this Agreement is found by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in
full force and effect, and shall in no way be affected, impaired or invalidated thereby.
XVI. HEADINGS
Headings in this Agreement are for convenience only and are not intended to be used in
interpreting or construing the terms, covenants, and conditions of this Agreement.
XVII. GOVERNING LAWS
The validity or construction of this Agreement, as well as the rights and duties of the parties
hereinunder, shall be governed by the laws of the State specified in the Choice of Law or other applicable
clause in the PRIME AGREEMENT, and jurisdiction and venue shall be governed under the PRIME
AGREEMENT.
7
(Revised October 19, 2009)
XVIII. COMPLIANCE WITH PRIME AGREEMENT
SUBCONSULTANT hereby agrees to abide and be bound by the terms of PRIME
AGREEMNT between BAKER and the CITY, which is incorporated herein by reference. In the event of
any conflict between this Agreement and any other document(s), including the PRIME AGREEMENT,
the stricter terms and conditions shall control. The CITY is an expressed third party beneficiary to this
Agreement and shall have the right but not the obligation to enforce any and all terms and conditions in
this Agreement that benefit the CITY under this Agreement and the PRIME AGREEMENT.
XIX. SUPPLEMENTS TO AGREEMENT
The following exhibits, supplements or addendums form an integral part of this Agreement.
■ Attachment "A" — Scope of Work
■ Attachment "B" — Compensation Schedule
■ Attachment "C" — Prime Agreement
XX. ENTIRE AGREEMENT
This Agreement and the PRIME AGREEMENT constitute the whole agreement between the parties
with respect to the subject matter contained herein and there are no terms other than those contained herein.
No modification or amendment of this Agreement shall be valid unless in writing and signed by the parties
hereto, and approved by the CITY.
WITNESS:
WITNESS:
Micha A Intern io al
Name: L�vVV 4�'?AI-V�4
�J
Title: 1"A,11,&�oqc, 0 o ",Of O L
Dudek (SUBCONSULTANT)
Name: Dudek
Frank Dudek
Title: President
8
(Revised October 19, 2009)
APPROVED BY THE CITY OF LA QUINTA,
pursuant to § § 4.2 & 4.3 of the Prime Agreement:
Timothy R. Joescior/City
n, P.E.
Public Works Engineer
ATTEST:
Digitally
Q,intsigned
=Ciry of La La Quinta
DN: serialNumber=6fmhzhdh�z93cr, -US, st=California,
I=La Quinta, o=City of La Quinta, cn=Ciryof La Quinta
Date: 2015.09.02 17:28.15 -07'00'
SUSAN MAYSELS,
City Clerk, La Quinta, California
APPROVED AS TO FORM:
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
ATTACHMENT A
SCOPE OF WORK
SUBCONSULTING SERVICES FOR DUDEK
AUGUST 19, 2015
The Michael Baker International (Baker) and Dudek (Subconsultant) for mutual consideration hereinafter set forth,
and agree as follows:
Dudek to provide the services of Mr, Tom Ryan to provide technical oversight and coordination for the completion of
the City of La Quinta's Focused Drainage Study in accordance with the Prime Agreement between the City and
Baker. Mr. Ryan's services shall be provided on a time and materials basis in accordance with the following scope of
work.
SCOPE OF WORK
TASK 1 — TECHNICAL OVERSIGHT, COORDINATION, AND PRESENTATIONS
Dudek to provide professional engineering services to provide technical oversight and guidance for the completion of
the hydrology and hydraulic studies for the Focused Drainage Study. This work effort shall include regular
coordination with Baker staff regarding the development of the hydrology and hydraulics modeling, and the
identification of solutions to mitigate existing flood hazards. Dudek shall review the recommended improvements and
the technical memorandum prepared for the project and provide comments and feedback to Baker.
Dudek shall participate in coordination meetings with the City for the final development of the project. Dudek shall
assist in the preparation of the PowerPoint presentation and be available to present the material at one City Staff
meeting, and one City Council meeting.
TASK 2 — OPTIONAL TASK
If Baker is authorized to complete the Optional Task identified in the Prime Agreement, Dudek shall provide
professional engineering services to provide technical oversight and guidance for the completion of the optional work.
This effort shall include regular coordination for the development of the analysis, and input and review of the
technical memorandum.
ADDITIONAL SERVICES
The City, Baker, and the subconsultant can mutually agree to "Additional Services" as provided for in Section 1.6 of
the Prime Agreement. Additional services shall not be performed without written authorization from the City's
Contract Officer.
Dudek Scope of Work and Fee 11 ■+'El to - L-� a -r• i.t=tom
INTERNATIONAL
ATTACHMENT B
COMPENSATION
SUBCONSULTING SERVICES FOR DUDEK
AUGUST 19, 2015
Subconsultant agrees to perform the Scope of Services as described in Attachment "A". Baker agrees to compensate
Subconsultant on a time and materials, not to exceed basis for such services as follows:
Task 1 —Technical Oversight, Coordination, and Presentations (32 hours) $6,560.00
Task 2 — Optional Task (40 hours) $8,200.00
Subtotal $14,760.00
Reimbursable Expenses $300.00
TOTAL PROFESSIONAL FEES $15,060.00
Dudek Scope of Nork and Fee 12 ■ i Cy 1 C is ■ -Y- O .ta ■
INTERNATIONAL