2024-27 NAI Consulting - CIP Proj. Mgmt & Prof. Engineering FY 24-27MEMORANDUM
DATE: June 19, 2024
TO: Jon McMillen, City Manager
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FROM: Carley Escarrega, Administrative Technician
RE: NAI Consulting Inc. - Capital Improvement Program Project Management and Prof.
Engineering Services
Please list the Contracting Party / Vendor Name, type of agreement to be executed, including any change orders or
amendments, and the type of services to be provided. Make sure to list any related Project No. and Project Name.
Authority to execute this agreement is based upon:
Approved by City Council on June 18, 2024 Consent Item No. 9
City Manager's signing authority provided under the City's Purchasing Policy
[Resolution No. 2023-008] for budget expenditures of $50,000 or less.
Department Director's or Manager's signing authority provided under the City's
Purchasing Policy [Resolution No. 2023-008] for budget expenditures of $15,000 and
$5,000, respectively, or less.
Bid
Sole Source
Procurement Method (one must apply):
RFQ n 3 written informal bids
RFP
Select Source Cooperative Procurement
Requesting department shall check and attach the items below as appropriate:
Agreement payment will be charged to Account No.:
101-7006-60104 + Various CIP Accts
Agreement term: Start Date July 1, 2024 End Date June 30, 2027
Amount of Agreement, Amendment, Change Order, etc.: $ 600,000 per FY
REMINDER: Signing authorities listed above are applicable on the aggregate Agreement amount,
not individual Amendments or Change Orders!
nInsurance certificates as required by the Agreement for Risk Manager approval
Approved by: myCOI compliant Date: 6/29/2024
Bonds (originals) as required by the Agreement (Performance, Payment, etc.)
Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s)
NOTE: Review the "Form 700 Disclosure for Consultants" guidance to determine if a Form 700 is
required pursuant FPPC regulation 18701(2)
Business License No. LIC-0005699Expires: 4/17/2025
Requisition for a Purchase Order has been prepared (Agreements over $5,000)
AGREEMENT FOR CONTRACT SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and
entered into by and between the CITY OF LA QUINTA, ("City"), a California municipal
corporation, and NAI Consulting, Inc., A California Corporation, with a place of business
at 68-955 Adelina Road, Cathedral City, CA 92234 ("Contracting Party"). The parties
hereto agree as follows:
1. SERVICES OF CONTRACTING PARTY.
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Contracting Party shall provide those services related to CIP Project
Management and Engineering Services, as specified in the "Scope of Services" attached
hereto as "Exhibit A" and incorporated herein by this reference (the "Services").
Contracting Party represents and warrants that Contracting Party is a provider of first-
class work and/or services and Contracting Party is experienced in performing the
Services contemplated herein and, in light of such status and experience, Contracting
Party covenants that it shall follow industry standards in performing the Services required
hereunder, and that all materials, if any, will be of good quality, fit for the purpose
intended. For purposes of this Agreement, the phrase "industry standards" shall mean
those standards of practice recognized by one or more first-class firms performing similar
services under similar circumstances.
1.2 Compliance with Law. All Services rendered hereunder shall be provided
in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws of
the City and any Federal, State, or local governmental agency of competent jurisdiction.
1.3 Wage and Hour Compliance, Contracting Party shall comply with applicable
Federal, State, and local wage and hour laws.
1.4 Licenses, Permits, Fees and Assessments. Except as otherwise specified
herein, Contracting Party shall obtain at its sole cost and expense such licenses, permits,
and approvals as may be required by law for the performance of the Services required by
this Agreement, including a City of La Quinta business license. Contracting Party and its
employees, agents, and subcontractors shall, at their sole cost and expense, keep in
effect at all times during the term of this Agreement any licenses, permits, and approvals
that are legally required for the performance of the Services required by this Agreement.
Contracting Party shall have the sole obligation to pay for any fees, assessments, and
taxes, plus applicable penalties and interest, which may be imposed by law and arise
from or are necessary for the performance of the Services required by this Agreement,
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. Contracting Party shall be responsible for all subcontractors' compliance with
this Section.
1.5 Familiarity with Work. By executing this Agreement, Contracting Party
warrants that (a) it has thoroughly investigated and considered the Services to be
performed, (b) it has investigated the site where the Services are to be performed, if any,
and fully acquainted itself with the conditions there existing, (c) 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 Contracting Party discover any latent or unknown conditions materially differing
from those inherent in the Services or as represented by City, Contracting Party shall
immediately inform City of such fact and shall not proceed except at Contracting Party's
risk until written instructions are received from the Contract Officer, or assigned
designee (as defined in Section 4.2 hereof).
1.6 Standard of Care. Contracting Party acknowledges and understands that
the Services contracted for under this Agreement require specialized skills and abilities
and that, consistent with this understanding, Contracting Party's work will be held to an
industry standard of quality and workmanship. Consistent with Section 1.5 hereinabove,
Contracting Party represents to City that it holds the necessary skills and abilities to satisfy
the industry standard of quality as set forth in this Agreement. Contracting Party shall
adopt reasonable methods during the life of this Agreement to furnish continuous
protection to the Services performed by Contracting Party, 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 Contracting Party shall not relieve Contracting Party 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 Contracting Party.
1.7 Additional Services. In accordance with the terms and conditions of this
Agreement, Contracting Party 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, or assigned designee, provided that Contracting Party shall not be required to
perform any Additional Services without compensation. Contracting Party shall not
perform any Additional Services until receiving prior written authorization (in the form of
a written change order if Contracting Party is a contractor performing the Services) from
the Contract Officer, or assigned designee, 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 Contracting Party. It is expressly
understood by Contracting Party 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 unenforceable. Failure of Contracting Party
to secure the Contract Officer's, or assigned designee'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 Agreement, whether by way of compensation,
restitution, quantum meruit, or the like, for Additional Services provided without the
appropriate authorization from the Contract Officer, or assigned designee.
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Compensation for properly authorized Additional Services shall be made in accordance
with Section 2.3 of this Agreement.
1.8 Special Requirements. Additional terms and conditions of this Agreement,
if any, which are made a part hereof are set forth in "Exhibit D" (the "Special
Requirements"), which is incorporated herein by this reference and expressly made a 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. COMPENSATION.
2.1 Contract Sum. For the Services rendered pursuant to this Agreement,
Contracting Party shall be compensated in accordance with "Exhibit B" (the "Schedule of
Compensation") in a total amount not to exceed Six Hundred Thousand Dollars
($600,000.00) per year, for the life of the Agreement, encompassing the initial and any
extended terms (the "Contract Sum"), except as provided in Section 1.7. The method of
compensation set forth in the Schedule of Compensation may include a lump sum
payment upon completion, payment in accordance with the percentage of completion of
the Services, payment for time and materials based upon Contracting Party's rate
schedule, but not exceeding the Contract Sum, or such other reasonable methods as may
be specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Contracting Party at all project meetings reasonably deemed necessary by
City; Contracting Party 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 expenses when and if specified in the Schedule of Compensation.
Regardless of the method of compensation set forth in the Schedule of Compensation,
Contracting Party's overall compensation shall not exceed the Contract Sum, except as
provided in Section 1.7 of this Agreement.
2.2 Method of Billing & Payment. Any month in which Contracting Party wishes
to receive payment, Contracting Party shall submit to City no later than the tenth
(10th) working day of such month, in the form approved by City's Finance Director, an
invoice for Services rendered prior to the date of the invoice. Such invoice shall
(1) describe in detail the Services provided, including time and materials, and (2) specify
each staff member who has provided Services and the number of hours assigned to each
such staff member. Such invoice shall contain a certification by a principal member of
Contracting Party specifying that the payment requested is for Services performed in
accordance with the terms of this Agreement. Upon approval in writing by the Contract
Officer, or assigned designee, and subject to retention pursuant to Section 8.3, City will
pay Contracting Party for all items stated thereon which are approved by City pursuant to
this Agreement no later than thirty (30) days after invoices are received by the City's
Finance Department.
2.3 Compensation for Additional Services. Additional Services approved in
advance by the Contract Officer, or assigned designee, pursuant to Section 1.7 of this
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Agreement shall be paid for in an amount agreed to in writing by both City and Contracting
Party in advance of the Additional Services being rendered by Contracting Party. Any
compensation for Additional Services amounting to five percent (5%) or less of the
Contract Sum may be approved by the Contract Officer, or assigned designee. Any
greater amount of compensation for Additional Services must be approved by the La
Quinta City Council, the City Manager, or Department Director, depending upon City laws,
regulations, rules and procedures concerning public contracting. Under no circumstances
shall Contracting Party receive compensation for any Additional Services unless prior
written approval for the Additional Services is obtained from the Contract Officer, or
assigned designee, pursuant to Section 1.7 of this Agreement.
3. PERFORMANCE SCHEDULE.
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement. If 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
suffer damage.
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, or
assigned designee.
3.3 Force Majeure. The time period specified in the Schedule of Performance
for performance of the Services rendered pursuant to this Agreement shall be extended
because of any delays due to unforeseeable causes beyond the control and without the
fault or negligence of Contracting Party, including, but not restricted to, acts of God or of
the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots,
strikes, freight embargoes, acts of any governmental agency other than City, and
unusually severe weather, if Contracting Party shall within ten (10) days of the
commencement of such delay notify the Contract Officer, or assigned designee, in
writing of the causes of the delay. The Contract Officer, or assigned designee, 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 the Contract Officer's judgment
such delay is justified, and the Contract Officer's determination, or assigned designee,
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, or
assigned designee, to be justified pursuant to this Section shall not entitle the
Contracting Party to additional compensation in excess of the Contract Sum.
3.4 Term. Unless earlier terminated in accordance with the provisions in
Article 8.0 of this Agreement, the term of this agreement shall commence on July 1, 2024,
and terminate on June 30, 2027 ("Initial Term"). This Agreement may be extended for
two additional year(s) upon mutual agreement by both parties ("Extended Term"), and
executed in writing.
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4. COORDINATION OF WORK.
4.1 Representative of Contracting Party. The following principals of Contracting
Party ("Principals") are hereby designated as being the principals and representatives of
Contracting Party authorized to act in its behalf with respect to the Services specified
herein and make all decisions in connection therewith:
(a) Lorissa Gruehl, PE, Senior Civil Engineer
Telephone No.: (760) 323-5344
Email: Igruehl@naiconsulting.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 Agreement for directing all activities of Contracting Party and devoting sufficient
time to personally supervise the Services hereunder. For purposes of this Agreement,
the foregoing Principals may not be changed by Contracting Party and no other personnel
may be assigned to perform the Services required hereunder without the express written
approval of City.
4.2 Contract Officer. The "Contract Officer", otherwise known as Bryan
McKinney, PE, Public Works Director/City Engineer, or assigned designee may
be designated in writing by the City Manager of the City. It shall be Contracting Party's
responsibility to assure that the Contract Officer, or assigned designee, is kept informed
of the progress of the performance of the Services, and Contracting Party shall refer any
decisions, that must be made by City to the Contract Officer, or assigned designee.
Unless otherwise specified herein, any approval of City required hereunder shall mean
the approval of the Contract Officer, or assigned designee. The Contract Officer, or
assigned designee, shall have authority to sign all documents on behalf of City required
hereunder to carry out the terms of this Agreement.
4.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability, and reputation of Contracting Party, its principals, and its
employees were a substantial inducement for City to enter into this Agreement. Except
as set forth in this Agreement, Contracting Party shall not contract or subcontract with
any other entity to perform in whole or in part the Services required hereunder without the
express written approval of City. In addition, neither this Agreement nor any interest
herein may be transferred, assigned, conveyed, hypothecated, or encumbered,
voluntarily or by operation of law, without the prior written approval of City. Transfers
restricted hereunder shall include the transfer to any person or group of persons acting in
concert of more than twenty five percent (25%) of the present ownership and/or control
of Contracting Party, taking all transfers into account on a cumulative basis. Any
attempted or purported assignment or contracting or subcontracting by Contracting Party
without City's express written approval shall be null, void, and of no effect. No approved
transfer shall release Contracting Party of any liability hereunder without the express
consent of City.
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4.4 Independent Contractor. Neither City nor any of its employees shall have
any control over the manner, mode, or means by which Contracting Party, its agents, or
its employees, perform the Services required herein, except as otherwise set forth herein.
City shall have no voice in the selection, discharge, supervision, or control of Contracting
Party's employees, servants, representatives, or agents, or in fixing their number or hours
of service. Contracting Party shall perform all Services required herein as an independent
contractor of City and shall remain at all times as to City a wholly independent contractor
with only such obligations as are consistent with that role. Contracting Party 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. City shall not in any way or for any purpose become or be deemed
to be a partner of Contracting Party in its business or otherwise or a joint venture or a
member of any joint enterprise with Contracting Party. Contracting Party shall have no
power to incur any debt, obligation, or liability on behalf of City. Contracting Party 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 Contracting Party as
provided in this Agreement, City shall not pay salaries, wages, or other compensation to
Contracting Party for performing the Services hereunder for City. City shall not be liable
for compensation or indemnification to Contracting Party for injury or sickness arising out
of performing the Services hereunder. Notwithstanding any other City, state, or federal
policy, rule, regulation, law, or ordinance to the contrary, Contracting Party and any of its
employees, 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. Contracting Party agrees to pay all required taxes on amounts paid to
Contracting Party 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 by this Agreement. Contracting Party
shall fully comply with the workers' compensation laws regarding Contracting Party and
Contracting Party's employees. Contracting Party further agrees to indemnify and hold
City harmless from any failure of Contracting Party to comply with applicable workers'
compensation laws. City shall have the right to offset against the amount of any payment
due to Contracting Party under this Agreement any amount due to City from Contracting
Party as a result of Contracting Party's failure to promptly pay to City any reimbursement
or indemnification arising under this Section.
4.5 Identity of Persons Performing Work. Contracting Party represents that it
employs or will employ at its own expense all personnel required for the satisfactory
performance of any and all of the Services set forth herein. Contracting Party represents
that the Services required herein will be performed by Contracting Party or under its direct
supervision, and that all personnel engaged in such work shall be fully qualified and shall
be authorized and permitted under applicable State and local law to perform such tasks
and services.
4.6 City Cooperation. City shall provide Contracting Party with any plans,
publications, reports, statistics, records, or other data or information pertinent to the
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Services to be performed hereunder which are reasonably available to Contracting Party
only from or through action by City.
5. INSURANCE.
5.1 Insurance. Prior to the beginning of any Services under this Agreement and
throughout the duration of the term of this Agreement, Contracting Party shall procure
and maintain, at its sole cost and expense, and submit concurrently with its execution of
this Agreement, 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.
5.2 Proof of Insurance. Contracting Party shall provide Certificate of Insurance
to Agency along with all required endorsements. Certificate of Insurance and
endorsements must be approved by Agency's Risk Manager prior to commencement of
performance.
6. INDEMNIFICATION.
6.1 Indemnification. To the fullest extent permitted by law, Contracting Party
shall indemnify, protect, defend (with counsel selected by City), and hold harmless City
and any and all of its officers, employees, agents, and volunteers as set forth in "Exhibit
F" ("Indemnification") which is incorporated herein by this reference and expressly made
a part hereof.
7. RECORDS AND REPORTS.
7.1 Reports. Contracting Party shall periodically prepare and submit to the
Contract Officer, or assigned designee, such reports concerning Contracting Party's
performance of the Services required by this Agreement as the Contract Officer, or
assigned designee, shall require. Contracting Party hereby acknowledges that City is
greatly concerned about the cost of the Services to be performed pursuant to this
Agreement. For this reason, Contracting Party agrees that if Contracting Party becomes
aware of any facts, circumstances, techniques, or events that may or will materially
increase or decrease the cost of the Services contemplated herein or, if Contracting Party
is providing design services, the cost of the project being designed, Contracting Party
shall promptly notify the Contract Officer, or assigned designee, of said fact,
circumstance, technique, or event and the estimated increased or decreased cost related
thereto and, if Contracting Party is providing design services, the estimated increased or
decreased cost estimate for the project being designed.
7.2 Records. Contracting Party 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, or assigned designee, to evaluate the performance of such
Services. Any and all such Books and Records shall be maintained in accordance with
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generally accepted accounting principles and shall be complete and detailed. The
Contract Officer, or assigned designee, shall have full and free access to such Books
and Records at all times during normal business hours of City, including the right to
inspect, copy, audit, and make records and transcripts from such Books and Records.
Such Books and Records shall be maintained for a 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 event of dissolution of Contracting
Party's business, custody of the Books and Records may be given to City, and access
shall be provided by Contracting Party's successor in interest. Under California
Government Code Section 8546.7, if the amount of public funds expended under this
Agreement exceeds Ten Thousand Dollars ($10,000.00), this Agreement shall be subject
to the examination and audit of the State Auditor, at the request of City or as part of any
audit of City, for a period of three (3) years after final payment under this Agreement.
7.3 Ownership of Documents. All drawings, specifications, maps, designs,
photographs, studies, surveys, data, notes, computer files, reports, records, documents,
and other materials plans, drawings, estimates, test 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 Contracting Party, its employees, subcontractors, and agents in the performance of
this Agreement (the "Documents and Materials") shall be the property of City and shall be
delivered to City upon request of the Contract Officer, or assigned designee, or upon
the expiration or termination of this Agreement, and Contracting Party shall have no claim
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 Materials
for other projects and/or use of uncompleted documents without specific written
authorization by Contracting Party will be at City's sole risk and without liability to
Contracting Party, and Contracting Party's guarantee and warranties shall not extend to
such use, revise, or assignment. Contracting Party may retain copies of such Documents
and Materials for its own use. Contracting Party 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 Contracting Party
fails to secure such assignment, Contracting Party shall indemnify City for all damages
resulting therefrom.
7.4 In the event City or any person, firm, or corporation authorized by City
reuses said Documents and Materials without written verification or adaptation by
Contracting Party for the specific purpose intended and causes to be made or makes any
changes or alterations in said Documents and Materials, City hereby releases,
discharges, and exonerates Contracting Party from liability resulting from said change.
The provisions of this clause shall survive the termination or expiration of this Agreement
and shall thereafter remain in full force and effect.
7.5 Licensing of Intellectual Property. This Agreement creates a non-exclusive
and perpetual license for City to copy, use, modify, reuse, or sublicense any and all
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copyrights, designs, rights of reproduction, and other intellectual property embodied in
the Documents and Materials. Contracting Party 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. Contracting
Party represents and warrants that Contracting Party has the legal right to license any
and all of the Documents and Materials. Contracting Party makes no such representation
and warranty in regard to the Documents and Materials which were prepared by design
professionals other than Contracting Party or provided to Contracting Party 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.
7.6 Release of Documents. The Documents and Materials shall not be
released publicly without the prior written approval of the Contract Officer, or assigned
designee, or as required by law. Contracting Party shall not disclose to any other entity
or person any information regarding the activities of City, except as required by law or as
authorized by City.
7.7 Confidential or Personal Identifying Information. Contracting Party
covenants that all City data, data lists, trade secrets, documents with personal identifying
information, documents that are not public records, draft documents, discussion notes, or
other information, if any, developed or received by Contracting Party or provided for
performance of this Agreement are deemed confidential and shall not be disclosed by
Contracting Party to any person or entity without prior written authorization by City or
unless required by law. City shall grant authorization for disclosure if required by any
lawful administrative or legal proceeding, court order, or similar directive with the force of
law. All City data, data lists, trade secrets, documents with personal identifying
information, documents that are not public records, draft documents, discussions, or other
information shall be returned to City upon the termination or expiration of this Agreement.
Contracting Party's covenant under this section shall survive the termination or expiration
of this Agreement.
8. ENFORCEMENT OF AGREEMENT.
8.1 California Law. This Agreement shall be interpreted, construed, and
governed both as to validity and to performance of the parties in accordance with the laws
of the State of California. Legal actions concerning any dispute, claim, or matter arising
out of or in relation to this Agreement shall be instituted in the Superior Court of the County
of Riverside, State of California, or any other appropriate court in such county, and
Contracting Party covenants and agrees to submit to the personal jurisdiction of such
court in the event of such action.
8.2 Disputes. In the event of any dispute arising under this Agreement, the
injured party shall notify the injuring party in writing of its contentions by submitting a claim
therefore. The injured party shall continue performing its obligations hereunder so long
as the injuring party commences to cure such default within ten (10) days of service of
such notice and completes the cure of such default within forty-five (45) days after service
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of the notice, or such longer period as may be permitted by the Contract Officer, or
assigned designee; provided that if the default is an immediate danger to the health,
safety, or general welfare, City may take such immediate action as City deems warranted.
Compliance with the provisions of this Section shall be a condition precedent to
termination of this Agreement for cause and to any legal action, and such compliance
shall not be a waiver of any party's right to take legal action in the event that the dispute
is not cured, provided that nothing herein shall limit City's right to terminate this
Agreement without cause pursuant to this Article 8.0. During the period of time that
Contracting Party 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
Contracting Party sufficient funds to compensate City for any losses, costs, liabilities, or
damages it reasonably believes were suffered by City due to the default of Contracting
Party in the performance of the Services required by this Agreement.
8.4 Waiver. No delay or omission in the exercise of any right or remedy of a
non -defaulting party on any default shall impair such right or remedy or be construed as
a waiver. City's consent or approval of any act by Contracting Party requiring City's
consent or approval shall not be deemed to waive or render unnecessary City's consent
to or approval of any subsequent act of Contracting Party. Any waiver by either party of
any default must be in writing and shall not be a waiver of any other default concerning
the same or any other provision of this Agreement.
8.5 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies
of the parties are cumulative and the exercise by either party of one or more of such rights
or remedies shall not preclude the exercise by it, at the same or different times, of any
other rights or remedies for the same default or any other default by the other party.
8.6 Legal Action. In addition to any other rights or remedies, either party may
take legal action, at law or at equity, to cure, correct, or remedy any default, to recover
damages for any default, to compel specific performance of this Agreement, to obtain
declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes
of this Agreement.
8.7 Termination Prior To Expiration of Term. This Section shall govern any
termination of this Agreement, except as specifically provided in the following Section for
termination for cause. City reserves the right to terminate this Agreement at any time,
with or without cause, upon thirty (30) days' written notice to Contracting Party. Upon
receipt of any notice of termination, Contracting Party shall immediately cease all
Services hereunder except such as may be specifically approved by the Contract Officer,
or assigned designee. Contracting Party 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, or assigned designee, thereafter in accordance with
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the Schedule of Compensation or such as may be approved by the Contract Officer, or
assigned designee, except amounts held as a retention pursuant to this Agreement.
8.8 Termination for Default of Contracting Party. If termination is due to the
failure of Contracting Party to fulfill its obligations under this Agreement, Contracting Party
shall vacate any City -owned property which Contracting Party is permitted to occupy
hereunder and 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
Contracting Party shall be liable to the extent that the total cost for completion of the
Services required hereunder exceeds the compensation herein stipulated (provided that
City shall use reasonable efforts to mitigate such damages), and City may withhold any
payments to Contracting Party for the purpose of setoff or partial payment of the amounts
owed City.
8.9 Attorneys' Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this
Agreement, the prevailing party in such action or proceeding, in addition to any other relief
which may be granted, whether legal or equitable, shall be entitled to reasonable
attorneys' fees; 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 of hours spent by the prevailing party in the conduct of the litigation.
Attorneys' fees shall include attorneys' fees on any appeal, and in addition a 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 costs the court allows
which are incurred in such litigation. All such fees shall be deemed to have accrued on
commencement of such action and shall be enforceable whether or not such action is
prosecuted to judgment. The court may set such fees in the same action or in a separate
action brought for that purpose.
9. CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION.
9.1 Non -liability of City Officers and Employees. No officer, official, employee,
agent, representative, or volunteer of City shall be personally liable to Contracting Party,
or any successor in interest, in the event or any default or breach by City or for any amount
which may become due to Contracting Party or to its successor, or for breach of any
obligation of the terms of this Agreement.
9.2 Conflict of Interest. Contracting Party covenants that neither it, nor any
officer or principal of it, has or shall acquire any interest, directly or indirectly, which would
conflict in any manner with the interests of City or which would in any way hinder
Contracting Party's performance of the Services under this Agreement. Contracting Party
further covenants that in the 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, or assigned designee. Contracting
Party agrees to at all times avoid conflicts of interest or the appearance of any conflicts
of interest with the interests of City in the performance of this Agreement.
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No officer or employee 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 which effects his financial interest or the financial
interest of any corporation, partnership or association in which he is, directly or indirectly,
interested, in violation of any State statute or regulation. Contracting Party warrants that
it has not paid or given and will not pay or give any third party any money or other
consideration for obtaining this Agreement.
9.3 Covenant against Discrimination. Contracting Party covenants that, by and
for itself, its heirs, executors, assigns, and all persons claiming under or through them,
that there shall be no discrimination against or segregation of, any person or group of
persons on account of any 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 Agreement. Contracting Party shall take affirmative action to
ensure that applicants are employed and that employees are treated during employment
without regard to their race, color, creed, religion, sex, marital status, sexual orientation,
national origin, or ancestry.
10. MISCELLANEOUS PROVISIONS.
10.1 Notice. Any notice, demand, request, consent, approval, 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 writing. Notice shall be deemed communicated forty-eight (48) hours from
the time of mailing if mailed as provided in this Section.
To City:
CITY OF LA QUINTA
Attention: Bryan McKinney, PE
78495 Calle Tampico
La Quinta, California 92253
To Contracting Party:
NAI Consulting, Inc.
Attention: Lorissa Gruehl, PE
68955 Adelina Road
Cathedral City, CA 92234
10.2 Interpretation. The terms of this Agreement shall 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 of
construction which might otherwise apply.
10.3 Section Headings and Subheadings. The section headings and
subheadings contained in this Agreement are included for convenience only and shall not
limit or otherwise affect the terms of this Agreement.
10.4 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, and such counterparts shall constitute one and
the same instrument.
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10.5 Integrated Agreement. This Agreement including the exhibits hereto is the
entire, complete, and exclusive expression of the understanding of the parties. It is
understood that there are no oral agreements between the parties hereto affecting this
Agreement and this Agreement supersedes and cancels any and all previous
negotiations, arrangements, agreements, and understandings, if any, between the
parties, and none shall be used to interpret this Agreement.
10.6 Amendment. No amendment to or modification of this Agreement shall be
valid unless made in writing and approved by Contracting Party 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.
10.7 Severability. In the event that any one or more of the articles, phrases,
sentences, clauses, paragraphs, or sections contained in this Agreement shall be
declared invalid or unenforceable, such invalidity or unenforceability shall not affect any
of the remaining articles, phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out
the intent of the parties hereunder unless the invalid provision is so material that its
invalidity deprives either party of the basic benefit of their bargain or renders this
Agreement meaningless.
10.8 Unfair Business Practices Claims. In entering into this Agreement,
Contracting Party offers and agrees to assign to City all rights, title, and interest in and to
all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or
under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of
Division 7 of the Business and Professions Code), arising from purchases of goods,
services, or materials related to this Agreement. This assignment shall be made and
become effective at the time City renders final payment to Contracting Party without
further acknowledgment of the parties.
10.9 No Third -Party Beneficiaries. 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 or obligations hereunder.
10.10 Authority. The persons executing this Agreement on behalf of each of the
parties hereto represent and warrant that (i) such party is duly organized and existing,
(ii) they are duly authorized to execute and deliver this Agreement on behalf of said party,
(iii) by so executing this Agreement, such party is formally bound to the provisions of this
Agreement, and (iv) 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.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
stated below.
CITY OF LA QUINTA, CONTRACTING PARTY:
a California Municipal Corporation
JON LLEN, City Manager
y of La Quinta, California
Dated: (e2A 20 Let
ATTEST:
v
MONIKA RAN EVL ' ity Clerk
City of La Quinta, California
APPROVED AS TO FORM:
By: SIGNED IN COUNTERPART
Name: Lorissa Gruehl, PE
Title: Senior Civil Engineer
By:
Name:
Title:
WILLIA IVH. IHRKE, City Attorney
City of La Quinta, California
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
stated below.
CITY OF LA QUINTA, CONTRACTING PARTY:
a California Municipal Corporation
SIGNED IN COUNTERPART
JON McMILLEN, City Manager
City of La Quinta, California
Dated:
Digitally signed by Lorissa
Lorissa Gruehl Garuehl
Dte: 2024.06.26 18:37:58
B y . -07'00'
Name: Lorissa Gruehl, PE
Title: Senior Civil Engineer
ATTEST: By:
Name:
Title:
SIGNED IN COUNTERPART
MONIKA RADEVA, City Clerk
City of La Quinta, California
APPROVED AS TO FORM:
SIGNED IN COUNTERPART
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
-14-
Exhibit A
Scope of Services
Design Engineering
Preparation of plans and specifications for capital improvement projects of varying complexity.
Services may include civil engineering and structural design work, preparation of preliminary
plans and cost estimates, necessary fieldwork, identification of alternatives, drafting, design, and
other civil engineering related work as needed. Preparation of engineering reports and studies
on a variety of subjects. Use of AutoCAD software to prepare project plans.
Project Management
The City is looking for a qualified engineering and project management firm to provide project
management support to City Staff for various capital improvement projects (CIP), including State
and Federally funded projects, projects of varying complexity, budget, and size, and all phases of
design and project management. The consultant will be responsible for maintaining compliance
with Caltrans Local Assistance Procedures Manual ("LAPM"), or other required agencies, for all
State or Federally funded projects. It is expected that the identified project manager(s) will be the
point of contact between the City and project consultants, including but not limited to design
engineer and construction management firms. The project manager(s) will have authority and
responsibility to act on the City's behalf in terms of interactions with the public and other project
stakeholders.
Duties of the selected firm and their project manager(s) include, but are not limited to:
• Project scoping during the planning or preliminary design phase.
• Securing necessary right-of-way, easements, and/or grading permits required for
projects.
• Preparation and acquisition of any required permits.
• Preparation of project plans and specifications for bidding; conductingprebid meetings,
as needed; preparation of addendums to bid documents; and attending bid openings.
• Participate in procurement, selection and contract negotiation processes, and provide
contract management of engineering design and other CIP project contracts.
• Identifying project stakeholders, both internal to the City and external, and engaging with
them throughout the planning, design, and construction phases of the project as
necessary.
• Preparation of, and/or support to staff, for grant applications, as needed.
• Preparation and submittal of all documents necessary for coordination, approvals,
funding reimbursements and reporting to State and Federal funding agencies.
• Planning, conducting, and/or providing support/information to staff for public
engagement meetings, as needed.
Exhibit A
Page 1 of 5
• Coordination with other City departments, local agencies, private utility companies,
consultants, and members of the public, as needed.
• Survey coordination.
• Construction engineering support.
• Prepare and/or manage the City's Development Impact Fee Update, as needed.
• Provide support for issues associated with the Coachella Valley Transportation Uniform
Mitigation Fee (TUMF) Program.
• Provide support for Measure A 1/2 Cent Sales Tax Capital Improvement Plan and
Maintenance of Effort requirements.
• Provide support for preparation of the City's 5 -Year Capital Improvement Plan.
• Any other items required for the successful design and/or execution of projects.
• Use of AutoCAD software to prepare project plans.
Exhibit A
Page2of5
ADDENDUM TO AGREEMENT
Re: Scope of Services
If the Scope of Services include construction, alteration, demolition, installation,
repair, or maintenance affecting real property or structures or improvements of any kind
appurtenant to real property, the following apply:
1. Prevailing Wage Compliance. If Contracting Party is a contractor
performing public works and maintenance projects, as described in this Section 1.3,
Contracting Party shall comply with applicable Federal, State, and local laws. Contracting
Party is aware of the requirements of California Labor Code Sections 1720, et seq., and
1770, et seq., as well as California Code of Regulations, Title 8, Sections 16000, et seq.,
(collectively, the "Prevailing Wage Laws"), and La Quinta Municipal Code
Section 3.12.040, which require the payment of prevailing wage rates and the
performance of other requirements on "Public works" and "Maintenance" projects. If the
Services are being performed as part of an applicable "Public works" or "Maintenance"
project, as defined by the Prevailing Wage Laws, and if construction work over twenty-
five thousand dollars ($25,000.00) and/or alterations, demolition, repair or maintenance
work over fifteen thousand dollars ($15,000.00) is entered into or extended on or after
January 1, 2015 by this Agreement, Contracting Party agrees to fully comply with such
Prevailing Wage Laws including, but not limited to, requirements related to the
maintenance of payroll records and the employment of apprentices. Pursuant to
California Labor Code Section 1725.5, no contractor or subcontractor may be awarded a
contract for public work on a "Public works" project unless registered with the California
Department of Industrial Relations ("DIR") at the time the contract is awarded. If the
Services are being performed as part of an applicable "Public works" or "Maintenance"
project, as defined by the Prevailing Wage Laws, this project is subject to compliance
monitoring and enforcement by the DIR. Contracting Party will maintain and will require
all subcontractors to maintain valid and current DIR Public Works contractor registration
during the term of this Agreement. Contracting Party shall notify City in writing
immediately, and in no case more than twenty-four (24) hours, after receiving any
information that Contracting Party's or any of its subcontractor's DIR registration status
has been suspended, revoked, expired, or otherwise changed. It is understood that it is
the responsibility of Contracting Party to determine the correct salary scale. Contracting
Party shall make copies of the prevailing rates of per diem wages for each craft,
classification, or type of worker needed to execute the Services available to interested
parties upon request, and shall post copies at Contracting Party's principal place of
business and at the project site, if any. The statutory penalties for failure to pay prevailing
wage or to comply with State wage and hour laws will be enforced. Contracting Party
must forfeit to City TWENTY-FIVE DOLLARS ($25.00) per day for each worker who
works in excess of the minimum working hours when Contracting Party does not pay
overtime. In accordance with the provisions of Labor Code Sections 1810 et seq., eight
(8) hours is the legal working day. Contracting Party also shall comply with State law
requirements to maintain payroll records and shall provide for certified records and
inspection of records as required by California Labor Code Section 1770 et seq., including
Section 1776. In addition to the other indemnities provided under this Agreement,
Contracting Party shall defend (with counsel selected by City), indemnify, and hold City,
Exhibit A
Page 3 of 5
its elected officials, officers, employees, and agents free and harmless from any claim or
liability arising out of any failure or alleged failure to comply with the Prevailing Wage
Laws. It is agreed by the parties that, in connection with performance of the Services,
including, without limitation, any and all "Public works" (as defined by the Prevailing Wage
Laws), Contracting Party shall bear all risks of payment or non-payment of prevailing
wages under California law and/or the implementation of Labor Code Section 1781, as
the same may be amended from time to time, and/or any other similar law. Contracting
Party acknowledges and agrees that it shall be independently responsible for reviewing
the applicable laws and regulations and effectuating compliance with such laws.
Contracting Party shall require the same of all subcontractors.
2. Retention. Payments shall be made in accordance with the provisions of
Article 2.0 of the Agreement. In accordance with said Sections, City shall pay Contracting
Party a sum based upon ninety-five percent (95%) of the Contract Sum apportionment of
the labor and materials incorporated into the Services under this Agreement during the
month covered by said invoice. The remaining five percent (5%) thereof shall be retained
as performance security to be paid to Contracting Party within sixty (60) days after final
acceptance of the Services by the City Council of City, after Contracting Party has
furnished City with a full release of all undisputed payments under this Agreement, if
required by City. In the event there are any claims specifically excluded by Contracting
Party from the operation of the release, City may retain proceeds (per Public Contract
Code § 7107) of up to one hundred fifty percent (150%) of the amount in dispute. City's
failure to deduct or withhold shall not affect Contracting Party's obligations under the
Agreement.
3. Utility Relocation. City is responsible for removal, relocation, or protection
of existing main or trunk -line utilities to the extent such utilities were not identified in the
invitation for bids or specifications. City shall reimburse Contracting Party for any costs
incurred in locating, repairing damage not caused by Contracting Party, and removing or
relocating such unidentified utility facilities. Contracting Party shall not be assessed
liquidated damages for delay arising from the removal or relocation of such unidentified
utility facilities.
4. Trenches or Excavations. Pursuant to California Public Contract Code
Section 7104, in the event the work included in this Agreement requires excavations more
than four (4) feet in depth, the following shall apply:
(a) Contracting Party shall promptly, and before the following conditions
are disturbed, notify City, in writing, of any: (1) material that Contracting Party believes
may be material that is hazardous waste, as defined in Section 25117 of the Health and
Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site
in accordance with provisions of existing law; (2) subsurface or latent physical conditions
at the site different from those indicated by information about the site made available to
bidders prior to the deadline for submitting bids; or (3) unknown physical conditions at the
site of any unusual nature, different materially from those ordinarily encountered and
generally recognized as inherent in work of the character provided for in the Agreement.
Exhibit A
Page 4 of 5
(b) City shall promptly investigate the conditions, and if it finds that the
conditions do materially so differ, or do involve hazardous waste, and cause a decrease
or increase in Contracting Party's cost of, or the time required for, performance of any
part of the work shall issue a change order per Section 1.8 of the Agreement.
(c) in the event that a dispute arises between City and Contracting Party
whether the conditions materially differ, or involve hazardous waste, or cause a decrease
or increase in Contracting Party's cost of, or time required for, performance of any part of
the work, Contracting Party shall not be excused from any scheduled completion date
provided for by this Agreement, but shall proceed with all work to be performed under this
Agreement. Contracting Party shall retain any and all rights provided either by contract
or by law which pertain to the resolution of disputes and protests between the contracting
Parties.
5. Safety. Contracting Party shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out the Services, Contracting
Party shall at all times be in compliance with all applicable local, state, and federal laws,
rules and regulations, and shall exercise all necessary precautions for the safety of
employees appropriate to the nature of the work and the conditions under which the work
is to be performed. Safety precautions as applicable shall include, but shall not be limited
to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions
in accident prevention for all employees and subcontractors, such as safe walkways,
scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing
apparel as are necessary or lawfully required to prevent accidents or injuries; and
(C) adequate facilities for the proper inspection and maintenance of all safety measures.
6. Liquidated Damages. Since the determination of actual damages for any
delay in performance of the Agreement would be extremely difficult or impractical to
determine in the event of a breach of this Agreement, Contracting Party shall be liable for
and shall pay to City the sum of One Thousand dollars ($1,000.00) as liquidated damages
for each working day of delay in the performance of any of the Services required
hereunder, as specified in the Schedule of Performance. In addition, liquidated damages
may be assessed for failure to comply with the emergency call out requirements, if any,
described in the Scope of Services. City may withhold from any moneys payable on
account of the Services performed by Contracting Party any accrued liquidated damages.
Exhibit A
Page 5 of 5
ON-CALL CIP PROJECT MANAGEMENT AND PROFESSIONAL ENGINEERING SERVICES
EXPLANATION OF METHODOLOGY
Design Engineering Services
The following tasks detail our understanding and
approach to a generic transportation project. This
hypothetical scope of work program describes the
effort needed for the preparation of construction
documents, including final design plans,
specifications, and construction cost estimates. NAI
always will employ value engineering techniques to
analyze design/construction alternatives that may
improve the design or make the project more cost-
efficient.
4Ottigra
The following tasks are ones that NAI can carry out as the lead designer or as a project manager.
Project Coordination
To facilitate the review and approval process, we will work closely with the key individuals at the City who
are responsible for the review of specific elements of the project and will submit draft copies of significant
work items before the milestone submittal date. This gives us a clear understanding of what the reviewers
expect, and they have a preview of what will be submitted before the actual submittal is made. Our past
experience working on projects with City oversight has taught us the importance of maintaining accurate
and detailed meeting minutes, decision logs, and action item lists during the project development
process. Utilizing this technique documents decisions, ensures consistency in decisions, and provides a
concise list of tasks to be accomplished by each participant and a specific time schedule to complete the
task.
We will hold a meeting with the City prior to beginning any significant work. The purpose of this meeting
is to:
• Solicit input regarding the goals for the project desired by each agency.
• Agree on the intended scope of the project.
• Agree on the basic design standards to be met.
• Review the status of design and plan preparation for other street improvements or development
projects near or adjacent to the proposed project site and obtain any mapping and design file
information that may be available for these other projects.
Review Existing Information
Once we have prepared the final scope documents and are issued a Notice to Proceed, we will begin the
design phase of the project. This will consist of research and data collection, reviewing the documents
provided by the City, coordination and investigation, field surveying, utility identification, and pavement
evaluation.
We will prepare our preliminary plans based on information obtained from our research, data collection,
survey, and pavement testing. After 65% review and approval by the City, we will incorporate comments
and begin work on the final PS&E.
NAI
Consulting
15
ON-CALL CIP PROJECT MANAGEMENT AND PROFESSIONAL ENGINEERING SERVICES
taadiftai
Field Survey
NAI can obtain a surveyor or NAI can coordinate with one of the City's on-call surveyors. We will
coordinate encroachment permits for surveys, not within the City's right-of-way.
In addition to cross-section surveys, the surveying task will locate all existing structures and
improvements within and behind existing street right-of-way and adjoining streets in areas of the
proposed improvements that may be pertinent to or in conflict with the proposed design and identifying
surface features that may not have been visible in aerial photographs. This may include such features as
structures, utility poles, fire hydrants, catch basins, signs, water valves, manholes, driveways, and
walkways.
Utility Conflict Map/ Utility Coordination
NAI will consult, coordinate, and perform related follow-ups with the affected utility companies regarding
the specific project -imposed impact locations to identify design controls and considerations necessary
for plan preparation and approvals. Requests for information will include requests for future utility projects
that may be affected by the proposed improvements. We will keep the City informed of the contact with
the utility companies. Plan submittals will be forwarded to the utility companies for verification of their
facilities known by them. The existing franchise agreements with each affected utility will determine
whether the plans indicate the necessary modifications/relocations to be performed as a part of the
project or whether the utility company must perform and pay for their own work. This will be determined
for each utility company and facility.
Right of Way and Permitting
If the project requires right of way, rights of entry, or encroachment permits, NAI can obtain a right of way
consultant or surveyor as needed, or NAI can coordinate with the City's on-call surveyor. Typical
information and procedures may include recommendations for impacted areas, negotiated agreements,
and coordination with the property owner or agency.
Geotechnical Information
If the project requires a geotechnical recommendation or street borings, NAI can obtain a Geotech or NAI
can coordinate with the City's on-call Geotech. Typical information and procedures may include
recommendations for the location of borings, review of draft recommendations, and coordination.
Hydrology and/or Hydraulics
If the project requires a hydrology study and/or hydraulic calculations, NAI can obtain a firm to conduct
the needed information. Typical information and procedures may include recommendations for the area
of impact, proposed and existing roadway profile, recommendations for the size of storm to calculate,
and coordination.
Geometric Base Maps
This task will include developing plans showing proposed geometry and other pertinent alignment data
of the proposed engineering, including typical sections, profiles, superelevations, proposed right-of-way
limits, approximate wall locations, and other clarifying information as necessary. They will be generated
using the project report geometric plans. The geometric base maps (GBM) will be submitted to the City
for approval before proceeding with the final design. The GBM will form the basis for the final design's
skeleton sheets.
NAI
Consulting
16
ON-CALL CIP PROJECT MANAGEMENT AND PROFESSIONAL ENGINEERING SERVICES
taatigra
- �., :; : ,� �� KI -
After the base sheets are developed, we will perform a field review to document existing field conditions
and determine where additional information or field data may be required to provide adequate information
to complete the conceptual widening alternatives and to confirm the location and type of utilities and other
improvements.
Roadway Plans
NAI will prepare roadway design plans to satisfy the project requirements as follows:
• Street Widening — The plan set typically will include alignment, profile, and widening details. Utility
relocations will be identified, and drainage improvements will be included as required. In most
cases, roadway widening occurs in areas with existing improvements within the City's right of way.
NAI will design the improvements to minimize conflicts to the furthest extent possible and will
provide positive drainage at all driveways within the right of way to the furthest extent possible.
NAI will also design the profile to minimize the amount of existing pavement to be reconstructed.
• Pavement Rehabilitation and/or Reconstruction— The plan set typically will include a plan view of
the streets with the limits of each type of rehabilitation or reconstruction method, i.e., crack fill,
slurry seal, grind and overlay, etc. NAI can make recommendations on the type of pavement
rehabilitation/reconstruction method, or we can prepare the plans based on the recommendation
of a geotechnical report. The plans will show all valves and manholes in the pavement that the
Contractor will need to raise/lower or cover to protect in place depending on the rehabilitation
method. For reconstruction projects the plan set will include an alignment, profile, and
reconstruction details. The profile may be omitted depending on if the profile will be adjusted. If
the profile changes significantly, the plans will identify utility line conflicts.
• Median Addition — The plan set will include an alignment and profile. The profile may be omitted
depending on whether positive drainage can be maintained along the alignment if placed at the
existing elevation on the road. This cannot be typically maintained at new left turn pockets since
the curb is typically placed on the opposite side of the crown.
Where the City does not wish to reconstruct the pavement, a curb opening can be designed to
prevent water from ponding at low spots. Where landscape medians are requested, NAI can
contract with a Landscape Architect or coordinate with one of the City's on-call Landscape
Architects. The plans will identify utility line conflicts.
• ADA -Compliant Sidewalks and Access Ramps — The plan set will include the limits and special
details where required to reconstruct or install an ADA -compliant sidewalk. The scale to prepare
sidewalk and access ramp plans is typically 1"=20' or 1"=10' depending on the length so that
adequate detail can be shown. NAI will verify that the location where the sidewalk joins is ADA -
compliant. NAI will verify that the sidewalk can be constructed to ADA standards. If it cannot,
special details such as short retaining walls will be designed. NAI will inspect each existing ramp
to determine the most cost-efficient way to bring the ramp into compliance. For instance, if a curb
ramp meets all standards except it does not have truncated domes. The curb ramp will be
protected, and domes will be added.
Traffic Plans
NAI is capable of preparing signing and striping, and traffic control plans for the roadway project we are
designing. However, NAI can also coordinate with the City's on-call Traffic Engineer as needed.
NAI
Consulting
17
ON-CALL CIP PROJECT MANAGEMENT AND PROFESSIONAL ENGINEERING SERVICES
4Ottigra
- .:r,t,.r:+: txtiMR1 -
Contract Specifications/Bid Documents
Project Specifications will conform to the requirements of the Standard Specifications for Public Works
Construction, City, and Caltrans Standard Specifications as applicable.
NAI will use the City's boilerplate front-end documents and prepare final special provisions for items,
details, materials, procedures, and other conditions not adequately covered by the City, Caltrans, or
Public Works Standard Specifications. A listing and copy of all standard plans required for the project will
be provided in the appendix, and copies of any plans used that are not standard will also be included.
After incorporating the first plan check comments, we will prepare final technical specifications and/or
special provisions for the proposed construction work.
Construction Cost Estimates
NAI will prepare a preliminary estimate of probable construction costs for the project that will include a
proposed bid item list, estimated quantity, line -item cost estimates, and estimate of construction working
days for the improvements in accordance with City format. At the first plan check, NAI will develop a
preliminary estimate of probable construction costs for comparison with previous project budget
estimates.
After incorporating the first plan check comments, NAI will prepare the final estimate of probable
construction costs for the project, including a proposed estimate of construction working days for the
improvements per City format. NAI will refine the preliminary estimate and provide quantity take -offs with
appropriate unit prices and extensions.
Quality Assurance/Quality Control
Quality Assurance / Quality Control is a key element of NAI's overall approach to the management and
control of the work. This helps ensure the City will be receiving a successful project on time and within
budget.
As part of the program, a competent designer will review the work provided by the project engineer.
During this review, the checker will mark up the plans and discuss any proposed changes with the project
engineer. Changes to the plans, specifications, and calculations are only made after the differences are
reconciled.
Final PS&E Package
After incorporating review comments for the plans, specifications, and cost estimate, NAI will submit an
electronic copy of all documents prepared for the project. At the request of the City, NAI will also submit
bond hard copies of the final package.
Bid Support/Construction Support
The NAI team will perform support services for the City during the advertising, bidding, and construction
of the project as requested. These services will include written interpretation and clarification regarding
the intent of the plans, specifications, and special provisions. NAI will provide a professional review of
shop drawings and contractor submittals for conformance to the bid documents. NAI will also provide
recommendations on progress pay estimates and change requests. Upon completion of construction,
NAI will perform a field review, include the contractor's as -built redlines, and provide record drawings to
the City.
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PROJECT MANAGEMENT SERVICES
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General Contract Management
As detailed in the requested services, NAI will actively manage the consultant contracts as assigned.
This will include attending PDT meetings, reviewing schedules, approving consultant invoices, managing
project submittals, and maintaining project budgets. Without this active management, we have found
that many contacts will stagnate as the consultants lose direction of the project needs.
Coordination with Various Funding Partners
Administering regional, county, state, or federal funding begins with the grant application and does not
end until the final report of expenditures is accepted and final payment is received by the city. NAI has
successfully delivered several hundred million dollars' worth of projects partially funded with grant
monies.
NAI's Project Team has a better than average understanding and working knowledge of the various grant
requirements and/or procedures and stays current on the ever-changing environment. This knowledge
and experience will ensure the successful delivery of capital projects that are partially funded with these
restricted sources.
Our team knows that there are state and federal regulations that extend beyond the life of a single project.
Every year the City must submit updated DBE and ADA forms specifying how the local agency is planning
to comply with these federal requirements throughout the year. Every five years, the City must update
its Quality Assurance Program (QAP) to ensure that the construction material testing and certifications
are kept current.
We know all of these ancillary state and federal requirements and will assist the City in maintaining good
standing with Caltrans Local Assistance. We will be responsible to track and update the DBE/ADA annual
forms in accordance with LAPM Chapter 9 "Civil Rights and Disadvantaged Business Enterprises" and
ensure the City's QAP is in compliance with Caltrans procedures outlined in the Caltrans QAP Manual.
Coordination with Other Agencies and Stakeholders
As a representative of the City for each assigned project, NAI will maintain a positive relationship with
other impacted agencies, stakeholders, and the public. This includes utilities agencies, flood control
districts, regulatory agencies, the Coachella Valley Association of Governments (CVAG) and adjoining
jurisdictions that share public improvements. As part of this on-going coordination NAI will hold
stakeholder or public engagement meetings as necessary to ensure the project is well received and
meets the expectations of everyone involved.
Prepare and Track Project Schedules
At the beginning of the fiscal year the NAI Team will meet with city staff and assist in prioritizing the
delivery of each project listed within the city's capital improvement program (CIP). NAI will prepare an
overall critical path Gantt chart schedule which clearly illustrates when objectives for each project will be
accomplished and the time relationship with other projects. This timeline "plan" is invaluable in managing
staff workload, design consultant deliverables and anticipating approvals by city management and
elected policy makers.
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Assistance During Bidding and Contractor Procurement
This critical objective begins with the preparation of biddable specifications, constructible plans, and
realistic engineer's estimate (PS&E) package. The NAI Team fully experienced with city procedures and
will respond to contractor requests for information (RFI), prepare any necessary addenda to the bid
documents, prepare bid comparison summaries that compare the bids received to the engineer's
estimate and/or each other, perform due diligence on the low bidder, and prepare a staff report with
award findings and recommendations for consideration by the City Council.
Project Scoping
When a project scope is complete and thorough, it is a powerful tool that can be used for many different
documents, such as the CIP, staff reports, and funding applications. Typical items NAI prepares or
coordinates are as follows:
1. Identify the project limits.
2. Identify above -ground utilities and other obstructions.
3. Identify existing right-of-way using parcel maps or other maps as available.
4. Research record drawings from the City's database.
5. Layout proposed improvements for quantities and other potential impacts (utilities and right of
way).
6. Coordinate Preliminary Hydrology as needed.
7. Coordinate a Traffic Study as needed - Typical information may include recommendations for
signal synchronization, signal optimization, interconnect, and coordination.
8. Prepare detailed scope and assumptions.
9. Prepare the engineer's estimate and add allowances for unknowns.
Consultant Procurement
The NAI Team has a strong working knowledge of the City's Consultant Selection Process for both small
and large projects. We will draft a comprehensive Request for Proposal (RFP) and/or Request for
Qualifications (RFQ) that clearly defines the project scope and intent and identifies critical path schedule
or administrative issues. We will negotiate the consultant's scope of work, negotiate the right fee, prepare
resultant professional services agreement, and prepare a staff report with consultant selection findings
and recommendations for consideration by the City Council.
Project Status Coordination
The NAI Team will provide project -specific input to the department's "Master Schedule," which provides
a status of critical path project issues. We will be prepared to report all project matters related to budget,
expected expenditures, and deliver schedule in the Departments monthly Master Schedule meeting or
any necessary impromptu meeting. We will also prepare for and attend the bi-monthly meeting with
Finance Department staff.
Prepare Staff Reports for City Council Consideration
We understand that the City typically prepares the required staff reports with support from the NAI Team.
However, when requested we will prepare the necessary staff reports to ensure the successful delivery
of assigned capital projects.
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Grant Applications
One quality that NAI provides above managing grant funded projects is the ability secure the regional,
state, or federal funding. Besides CVAG's well known 75% project funding support for projects listed in
the Transportation Project Prioritization Study (TPPS) report, there are numerous other grant
opportunities that we will assist and manage in applying. Common transportation grant opportunities
include:
1. TBAArticle 3 (SB821) Bicycle and Pedestrian Facilities through RCTC;
2. Congestion Mitigation and Air Quality (CMAQ) through CVAG;
3. Surface Transportation Block Grant (STBG) through RCTC;
4. Highway Safety Improvement Program (HSIP) through Caltrans;
5. Active Transportation Program (ATP) through CTC;
6. Highway Bridge Program (HBP) through Caltrans; and
7. State Transportation Improvement Program (STIP) through CTC.
As grant opportunities arise, we will work with the City in drafting the language in the application. We will
prepare all the information necessary for successful application.
5 Year Capital Improvement Program Updates
NAI Consulting understands that the City prepares the Capital Improvement Program (CIP) with the
assistance of NAI; however, at the City's direction, NAI is ready, willing, and able to take the lead in
preparing the CIP update yearly. We have prepared the City's CIP in the past and have an intimate
knowledge of the process. We understand the impact of early and frequent coordination with the various
departments in the City to ensure that all projects and funding sources are identified and that priority
projects are fully scoped and ready for implementation. There are many moving parts when preparing a
CIP including ensuring that all funding is being allocated correctly and that together with the CIP, Measure
A and SB1 funds need to be reviewed, updated, and forecasted.
Assistance with the Measure A 1/2 Cent Sales Tax Capital Improvement Plan and
Maintenance of Effort Requirements
The Measure A 1/2 Cent Sales Tax policies and procedures were also developed by CVAG in conjunction
with its TUMF Program. NAI has full knowledge of these requirements and will continue to advise the
City on any matter necessary to remain in compliance to ensure the City's local funding share is not
forfeited.
Project Management and Control System
NAI utilizes a very basic but streamlined project management and control system. We track project
history, deliverables, and action items with Microsoft Excel. This allows us to quickly update pertinent
project information for minimal cost and very little training. To supplement the Project Status Sheets, we
use Microsoft Project to track both a master schedule of all projects and a detailed schedule of individual
projects.
By using Excel and Project, we ensure all of our clients have the same project management and control
system tools to take over project delivery at any point. This approach fits with our vision of integrating
seamlessly into our client support.
In addition to the project management and control system, NAI maintains a business cloud account with
Citrix Sharefile. With Sharefile, we are able to provide our clients with unlimited cloud -based storage and
document delivery as necessary. This service can be used to mirror all the NAI files associated with this
as needed support so that the City can access everything NAI produces at any time.
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ON-CALL CIP PROJECT MANAGEMENT AND PROFESSIONAL ENGINEERING SERVICES
ADDITIONAL GRANT ADMINISTRATION SERVICES
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Agency Coordination
Throughout the contract period, NAI will work closely with the Riverside County Transportation
Commission (RCTC), the California Department of Transportation (Caltrans), and the California
Transportation Commission (CTC) to ensure the City's State and Federally funded projects are
processed correctly.
Through RCTC, NAI will update the FTIP with appropriate project changes; provide a general City update
to RCTC every two years; provide a list of projects to be included in the Regional Transportation Plan
(RTP); and provide any funding, invoice, or other project related update request by RCTC.
In coordinating with the Caltrans Department of Local Assistance, NAI will document submittals, meeting
requests, and maintaining an open communication channel. We will often contact Caltrans Local
Assistance when preparing a document to discuss their initial feedback and to inform them of the pending
submittal. If any comments are received, we are quick to correct the documents and return them to
Caltrans so that our projects remain first in line.
For state funded projects, we will coordinate with the CTC to ensure correct and on-time submittals. In
coordinating with the CTC, we work with both Caltrans and RCTC to ensure all project details are correctly
outlined.
Assist with Consultant Selection for Federally Funded Projects
NAI will coordinate with the City to identify the services required for each contract. Whether planning,
environmental, design, right of way, or construction management, NAI will develop the scope of work
programs to include in a Request for Proposals (RFP). In addition, NAI will prepare an Independent Cost
Estimate to use during negotiations. NAI will use this estimate to determine the Disadvantaged Business
Enterprise (DBE) goal for the RFP.
In accordance with Chapter 10 — Consultant Selection of the LAPM, NAI will prepare the RFP to select
the most qualified firm for the services required. This will include reviewing the City's standard RFP and
adding any federal language necessary. NAI will also review the City's standard Professional Services
Agreement and add any additional federal aid clauses that are required.
NAI will coordinate with the City's Consultant Selection Committee to ensure everyone has signed the
Conflict -of -Interest Statements and is using the appropriate evaluation forms. As part of the Consultant
Selection Committee, NAI will evaluate the submitted proposals and rank the consultants based on the
evaluation form. NAI will review the scope and fee of the top ranked consultant and negotiate a fair and
equitable price for the City.
For Contracts with federal reimbursement over $1 M, once NAI and the City have negotiated a final
contract with the top ranked proposer, NAI will assist the prime consultant in compiling the necessary
financial documents for submittal to Caltrans. NAI will prepare the 10-C Form for Caltrans review and
approval before the City can execute the final agreement. This task will include compiling any additional
information or forms necessary for the complete submittal.
Review PES and Environmental Technical Studies
Transportation projects using federal funds must meet the requirements of the National Environmental
Policy Act (NEPA) in addition to CEQA. The NEPA document must be accepted by Caltrans as part of
their stewardship agreement with FHWA. As such, the City must submit a Preliminary Environmental
Study (PES) to Caltrans that outlines the environmental setting for the project.
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As necessary, we will provide assistance in reviewing the PES form and any technical studies that may
be required. We have thorough experience managing projects through the NEPA process and will
provide invaluable experience on how to scope the environmental setting in the PES to avoid
unnecessary and costly technical studies. We will also review technical studies to ensure the study is
scoped properly to avoid unnecessary mitigation measures.
Our reviews will follow the guidelines outlined in LAPM Chapter 6, "Environmental Procedures", and the
Caltrans Standard Environmental Reference (SER).
Review/Draft PS&E Certification
Prior to bidding any federally funded project the City must certify that the PS&E is prepared in accordance
with all applicable local, state, and federal standards. Depending on the type of construction, whether or
not the project is on the National Highway System (NHS), and the size of the project, Caltrans may or
may not specify what design standards to use per LAPM Chapter 11, "Design Standards". This PS&E
Certification also includes a checklist of federal contract language that must be included in the project
specifications.
We will work with the consultant from the beginning of a design project to ensure proper design standards
are used, and we will review existing PS&E documents to ensure all items in the PS&E Certifications are
completed adequately. This may include securing any design exceptions or public interest findings as
needed. The PS&E Certification will be completed in accordance with the guidelines outlined in LAPM
Chapter 12, "Plans, Specifications, and Estimate".
Prepare City Boilerplate Specifications with State and Federal Provisions
Project Specifications for State and federal aid projects must include additional provisions, including
establishing DBE goals, and bidder forms for the bid to remain eligible for federal reimbursement. NAI
will work with the currently adopted standard specifications for the City to include the additional provisions
and forms.
The additional clauses can either be inserted into the general specifications section or we can create a
new section titled "Special Federal Specifications". All language will be added in accordance with LAPM
Chapter 12, "Plans, Specifications, and Estimate".
Review/Draft Utility Agreements
For State or Federally funded transportation projects, the City must determine who is fiscally responsible
for the utility relocation or adjustment and have a utility agreement defining the roles of each agency. If
the utility is responsible for adjusting their facilities (City has prior rights) then a simple utility agreement
is adequate. If the City is responsible for adjusting the facility (utility has prior rights) then a Caltrans -
specific utility agreement is required along with Specific Authorization from FHWA for the relocation to be
eligible for federal reimbursement.
Depending on the complexity of the project, we will either support the project by drafting utility agreements
or we will review utility agreements prepared by others for conformance with Caltrans procedures. Utility
agreements must be executed prior to receiving ROW Certification. All utility agreements will be prepared
per the guidelines outlined in LAPM Chapter 14, "Utility Relocations."
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Review/Draft ROW Certification
Before any federal project can begin the construction phase, the City must certify that it has secured all
property rights and easements to all properties being accessed. This Right -of -Way (ROW) Certification
is then submitted to Caltrans for review and approval. The ROW Certification could include full
acquisitions with relocation assistance, possession and use agreements, temporary construction
easements, and/or utility agreements among other items.
Depending on the complexity of the project, we will either support the project by drafting the ROW
Certifications or we will review ROW Certifications prepared by others for conformance with Caltrans
procedures. All ROW Certifications will be prepared per the guidelines outlined in LAPM Chapter 13,
"Right of Way."
Assist with Bidding Procedures and Provide Construction Support
For federally funded projects, we understand the challenges that cities face once the authorization to
proceed with construction (E-76) is received. Before construction begins, we will sit down with the City
and outline all federal construction requirements. We will assist the City in establishing bid advertising
procedures as required, attending any pre-bid meetings, reviewing bid documents for federal compliance,
preparing bid summary sheets, reviewing DBE goals and good faith efforts, and submitting the award
package to Caltrans. During construction we will manage the construction management team by
reviewing subcontractor request forms, labor compliance, progress payments, and contract change
orders. We will ensure that the City complies with all guidelines outlined in LAPM Chapter 15, "Advertise
and Award Project", Chapter 16, "Administer Construction Contracts", and the Caltrans Construction
Manual as needed.
Prepare and Submit Request for Federal Project Number
A federal project number is required for all federally funded projects. Before we can submit any
documents for Caltrans approval, we will need to apply for a federal project number. The request for
federal project number will follow the procedures outlined in LAPM Chapter 3, "Project Authorization". A
field review form performed in accordance with LAPM Chapter 7, "Field Review", must be included with
the request for federal project number.
Prepare and Submit Request for Allocation (State Funded Projects)
A request for funding allocation is required for all state funded phases of a project. Typical phases of a
capital improvement project subject to state funding include the Project Approval and Environmental
Document (PA&ED) Phase; the Plans, Specifications, and Estimate (PS&E) Phase, the Right -of -Way
(ROW) Phase, and the Construction (CON) Phase. Allocation is required prior to performing any
reimbursable work beginning with the date that the CTC meets to approve the allocation. The request for
allocations will follow the currently adopted guidelines established in the LAPG for each particular state
funding source.
Prepare and Submit RFA for Federally Funded Projects
The request for authorization (RFA) is required for all federally funded phases of a project. Typical
phases of a capital improvement project subject to federal funding include Preliminary Engineering (PE),
ROW, Utility Relocations, and CON. Authorization is required prior to beginning any reimbursable work
beginning with the date that the FHWA representative signs the project authorization document (E-76).
The RFA will follow the procedures outlined in LAPM Chapter 3, "Project Authorization". Each RFA
requires differing levels of project information. We will work closely with the City to ensure proper
documentation is provided.
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Assist with Project Funding Cost Adjustments
Throughout the life of a capital improvement project, the funding may need to be adjusted. This could
occur if the project has cost overruns and requires additional funding from the grant administrator, or if
the project needs to adjust funds within a specific phase of work, i.e. from Construction Engineering to
the Construction Contract. We will prepare the finance letter and other appropriate documentation
required for the cost adjustments, including any backup documentation required.
Assist with State and Federal Project Invoicing
Throughout the project, any state or federally funded phase requires diligent project invoicing. We will
work hard to make sure that the City receives the programmed reimbursement in a timely manner.
Caltrans reimbursement requests must be submitted at least once every six (6) months, but not more
frequently than once per month. Submitted invoices will follow the procedures outlined in LAPM Chapter
5, "Invoicing". We will maintain a log of all invoices paid on the project to contractors and consultants for
quick reference when preparing the request for reimbursement. We will prepare the invoice backup and
tracking log and bring it to the City for signature prior to mailing to Caltrans. We will quickly respond to
any Caltrans comment and keep the City informed of all progress.
Prepare and Submit Final Report of Expenditures
Upon project completion, NAI will prepare and submit the Final Report of Expenditures for federal aid
projects. We will work with the City to ensure the material certification is filled out properly, noting any
exceptions. We will compile the contract change order summary, final detail estimate, and final inspection
form. We will ensure the contractor submits final DBE paperwork prior to issuing the Notice of Completion
to include in the Final Report of Expenditures. A successful project closeout is contingent upon following
proper federal procedures throughout the life of the project, and we will be there every step of the way.
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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 compensation to be paid to Contracting
Party under this Agreement is not to exceed Six Hundred Thousand ($600,000.00) per
year for the life of the Agreement, encompassing the initial and any extended terms
("Contract Sum"). The Contract Sum shall be paid to Contracting Party in installment
payments made on a monthly basis and in an amount identified in Contracting Party's
schedule of compensation attached hereto for the work tasks performed and properly
invoiced by Contracting Party in conformance with Section 2.2 of this Agreement.
Initial Term:
"Not to exceed" Year 1:
"Not to exceed" Year 2:
"Not to exceed" Year 3:
$600,000.00
$600,000.00
$600,000.00
Possible Extended Term:
"Not to exceed" Year 4: $600,000.00
"Not to exceed" Year 5: $600,000.00
Exhibit B
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ON-CALL CIP PROJECT MANAGEMENT AND PROFESSIONAL ENGINEERING SERVICES
NAI FEE SCHEDULE
NAME
DISCIPLINE
HOURLY RATE
Lorissa Nickerson PRINCIPAL CIVIL ENGINEER $195.00
Josh Nickerson PRINCIPAL CIVIL ENGINEER $195.00
Jose Cortez ASSOCIATE ENGINEER $127.00
Erika Sinohuiz ASSOCIATE PROJECT MANAGER $127.00
Diana Smith ADMINISTRATIVE SUPPORT $95.00
Stephanie Milette ADMINISTRATIVE SUPPORT $95.00
NAME
ADDITIONAL HOURLY FEES (WHEN APPLICABLE*)
DISCIPLINE HOURLY RATE
PROJECT MANAGER $145.00-$175.00
SENIOR ENGINEER $145.00-$175.00
ASSISTANT PROJECT MANAGER $110.00
ASSISTANT ENGINEER $110.00
ADMINISTRATIVE ASSISTANT $75.00
*Additional hourly fees will only apply upon approval from the Contract Manager.
— i;LM e4 Jin L ESE]i'1
Please note that NAI Consulting will provide the reimbursable expenses (reproduction,
messenger service, and postage) at cost without markup.
NAI
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Exhibit C
Schedule of Performance
Contracting Party shall complete all services identified in the Scope of Services,
Exhibit A of this Agreement, as requested by City within the time allowed by the total
contract sum.
Exhibit C
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Exhibit D
Special Requirements
Projects covered by this Agreement may be partially funded by various Program funds
administered through the California Department of Transportation (Caltrans). As such,
the Consultant shall comply with the requirements of 48 CFR, Federal Acquisition
Regulations System, Chapter 1, Part 31 et seq.; 49 CFR, Part 18, Uniform Administrative
Requirements for Grants and Cooperative Agreements to State and Local Governments,
and Caltrans Local Procedures Manual Processing Procedures for Implementing Federal
and/or State Funded Local Public Transportation Projects.
Debarment And Suspension Certification.
TITLE 49, CODE OF FEDERAL REGULATIONS, PART 29
The Consultant's signature affixed to this Agreement shall constitute a certification, under
penalty of perjury, that, except as noted below, he/she or any other person associated
therewith in the capacity of owner, partner, director, officer, and manager:
• Is not currently under suspension, debarment, voluntary exclusion, or
determination of ineligibility by any federal agency;
• Has not been suspended, debarred, voluntarily excluded or determined
ineligible by any federal agency within the past 3 years;
• Does not have a proposed debarment pending; and
• Has not bee indicted, convicted, or had civil judgment rendered against it by a
court of competent jurisdiction in any matter involving fraud or official
misconduct within the past 3 years.
If there are any exceptions to this certification, insert the exceptions in the following space.
None.
Exceptions will not necessarily result in denial of award, but will be considered in
determining bidder responsibility. For any exception noted above, indicate below to
whom it applies, initiating agency, and dates of action.
Notes: Providing false information may result in criminal prosecution or administrative
sanctions. The above certification is part of the Agreement. Signing this
Agreement on the signature portion thereof shall also constitute signature of
this Certification.
Exhibit D
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1 Rebates, Kickbacks Or Other Unlawful Consideration. The CONSULTANT warrants
that this contract was not obtained or secured through rebates kickbacks or other
unlawful consideration, either promised or paid to any LOCAL AGENCY employee.
For breach or violation of this warranty, LOCAL AGENCY shall have the right in its
discretion; to terminate the contract without liability; to pay only for the value of the
work actually performed; or to deduct from the contract price; or otherwise recover
the full amount of such rebate, kickback or other unlawful consideration.
2. Prohibition Of Expending Local Agency State Or Federal Funds For Lobbying.
A. The CONSULTANT certifies to the best of his or her knowledge and belief that:
1) No state, federal or local agency appropriated funds have been paid, or will be
paid by -or -on behalf of the CONSULTANT to any person for influencing or
attempting to influence an officer or employee of any state or federal agency;
a Member of the State Legislature or United States Congress; an officer or
employee of the Legislature or Congress; or any employee of a Member of the
Legislature or Congress, in connection with the awarding of any state or federal
contract; the making of any state or federal grant; the making of any state or
federal loan; the entering into of any cooperative agreement, and the extension,
continuation, renewal, amendment, or modification of any state or federal
contract, grant, loan, or cooperative agreement.
2) If any funds other than federal appropriated funds have been paid, or will be
paid to any person for influencing or attempting to influence an officer or
employee of any federal agency; a Member of Congress; an officer or
employee of Congress, or an employee of a Member of Congress; in
connection with this federal contract, grant, loan, or cooperative agreement; the
CONSULTANT shall complete and submit Standard Form -LLL, "Disclosure
Form to Report Lobbying," in accordance with its instructions.
B. This certification is a material representation of fact upon which reliance was placed
when this transaction was made or entered into. Submission of this certification is
a prerequisite for making or entering into this transaction imposed by Section 1352,
Title 31, US. Code. Any person who fails to file the required certification shall be
subject to a civil penalty of not less than $10,000 and not more than $100,000 for
each such failure.
C. The CONSULTANT also agrees by signing this document that he or she shall require
that the language of this certification be included in all lower -tier subcontracts, which
exceed $100,000, and that all such sub recipients shall certify and disclose
accordingly.
Exhibit D
Page 2 of 6
3. Certifications.
Caltrans LAPM Exhibits 10-F Certification of Consultant and 10-G Certification of
Local Agency, are attached and a part of this Agreement.
4. Cost Principles.
A. NAI agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal
Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to
determine the allowability of cost individual items.
B. The NAI also agrees to comply with federal procedures in accordance with 49 CFR,
Part 18, Uniform Administrative Requirements for Grants and Cooperative
Agreements to State and Local Governments.
C. Any costs for which payment has been made to DESIGN PROFESSIONAL that are
determined by subsequent audit to be unallowable under 48 CFR, Federal
Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to
repayment by NAI to the City.
5. Retention of Records/Audit.
For the purpose of determining compliance with Public Contract Code 10115, et seq.
and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when
applicable and other matters connected with the performance of the contract
pursuant to Government Code 8546.7; the CONSULTANT, subcontractors, and the
City shall maintain all books, documents,_ papers, accounting records, and other
evidence pertaining to the performance of the contract, including but not limited to,
the costs of administering the contract. All parties shall make such materials
available at their respective offices at all reasonable times during the contract period
and for three years from the date of final payment under the contract. The state, the
State Auditor, City, FHWA, or any duly authorized representative of the federal
government shall have access to any books, records, and documents of the
CONSULTANT that are pertinent to the contract for audit, examinations, excerpts,
and transactions, and copies thereof shall be furnished if requested. Subcontracts in
excess of $25,000 shall contain this provision.
Community Development Block Grant (CDBG) Project Regulations
CDBG funded work under this Agreement for Contract Services is subject to all
applicable Federal, State, and local laws and regulations, including but not limited to the
regulations pertaining to the Community Development Block Grant program (24 CFR and
Part 570), Executive Order #11246, and other applicable requirements.
Exhibit D
Page 3of6
1. Access to Records and Records Retention:
The Consultant and any sub -consultants shall allow all duly authorized County, Federal,
or State officials or authorized representatives access to the work area, as well as all
books, documents, materials, papers, and records of the Consultant and any Sub -
consultants that are directly pertinent to a specific program for the purpose of making
audits, examinations, excerpts, and transcriptions.
The Consultant and any sub -consultants further agree to maintain and keep such books,
documents, materials, papers, and records, on a current basis, recording all transactions
pertaining to this agreement in a form in accordance with generally acceptable accounting
principles.
All such books and records shall be retained for such periods of time as required by law,
provided, however, notwithstanding any shorter periods of retention, all books, records,
and supporting detail shall be retained for a period of at least four (4) years after the
expiration of the term of this Agreement.
2. Federal Employee Benefit Clause:
No member of or delegate to the congress of the United States, and no Resident
Commissioner shall be admitted to any share or part of this agreement or to any benefit
to arise from the same.
3. Equal Opportunity
The Consultant will not discriminate against any employee or applicant for
employment because of race, color, religion, sex, or national origin. Consultant will ensure
that all qualified applicants will receive consideration for employment without regard to
race, color, religion, sex or national origin. The Consultant will take affirmative action to
ensure that applicants are employed, and the employees are treated during employment,
without regard to their race color, religion, sex, or national origin. Such actions shall
include, but are not limited to, the following: employment, up -grading, demotion, or
transfer; recruitment or recruitment advertising; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. The Consultant
agrees to post in a conspicuous place, available to employees and applicants for
employment, notices to be provided by HUD setting forth the provisions of this non-
discriminating clause.
4. Section 3 of the Housing and Community Development Act of 1968
Economic Opportunities for Section 3 Residents and Section 3 Business Concerns
Sec. 135.38 Section 3 clause.
All Section 3 covered contracts shall include the following clause (referred to as
the Section 3 Clause):
Exhibit D
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A. The work to be performed under this contract is subject to the requirements of
Section 3 of the Housing and Urban Development Act of 1968, as amended, 12
U.S.C. 1701u (Section 3). The purpose of Section 3 is to ensure that employment
and other economic opportunities generated by HUD assistance or HUD -
assisted projects covered by Section 3, shall, to the greatest extent feasible, be
directed to low- and very low-income persons, particularly persons who are
recipients of HUD assistance for housing.
B. The parties to this contract agree to comply with HUD's regulations in 24 CFR
part 135, which implement Section 3. As evidenced by their execution of this
contract, the parties to this contract certify that they are under no contractual or
other impediment that would prevent them from complying with the part 135
regulations.
C. The contractor agrees to send to each labor organization or representative of
workers with which the contractor has a collective bargaining agreement or other
understanding, if any, a notice advising the labor organization or workers'
representative of the contractor's commitments under this Section 3 clause, and
will post copies of the notice in conspicuous places at the work site where both
employees and applicants for training and employment positions can see the
notice. The notice shall describe the Section 3 preference, shall set forth
minimum number and job titles subject to hire, availability of apprenticeship and
training positions, the qualifications for each; and the name and location of the
person(s) taking applications for each of the positions; and the anticipated date
the work shall begin.
D. The contractor agrees to include this Section 3 clause in every subcontract
subject to compliance with regulations in 24 CFR part 135, and agrees to take
appropriate action, as provided in an applicable provision of the subcontract or
in this Section 3 clause, upon a finding that the subcontractor is in violation of the
regulations in 24 CFR part 135. The contractor will not subcontract with any
subcontractor where the contractor has notice or knowledge that the
subcontractor has been found in violation of the regulations in 24 CFR part 135.
E. The contractor will certify that any vacant employment positions, including
training positions, that are filled (1) after the contractor is selected but before the
contract is executed, and (2) with persons other than those to whom the
regulations of 24 CFR part 135 require employment opportunities to be directed,
were not filled to circumvent the contractor's obligations under 24 CFR part 135.
F. The contractor will certify that any vacant employment positions, including
training positions, that are filled (1) after the contractor is selected but before the
contract is executed, and (2) with persons other than those to whom the
regulations of 24 CFR part 135 require employment opportunities to be directed,
were not filled to circumvent the contractor's obligations under 24 CFR part 135.
Exhibit D
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G. Noncompliance with HUD's regulations in 24 CFR part 135 may result in
sanctions, termination of this contract for default, and debarment or suspension
from future HUD assisted contracts.
H. With respect to work performed in connection with Section 3 covered Indian
housing assistance, Section 7(b) of the Indian Self -Determination and Education
Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under
this contract. Section 7(b) requires that to the greatest extent feasible (i)
preference and opportunities for training and employment shall be given to
Indians, and (ii) preference in the award of contracts and subcontracts shall be
given to Indian organizations and Indian -owned Economic Enterprises. Parties
to this contract that are subject to the provisions of Section 3 and Section 7(b)
agree to comply with Section 3 to the maximum extent feasible, but not in
derogation of compliance with Section 7(b).
5. Certifications and Reporting
Contractor agrees to complete and submit the following reporting forms at the initiation of
project activities:
A. Exhibit B -5/B-6: BIDDER CERTIFICATION FOR AFFIRMATIVE ACTION
B. Exhibit B-8: QUESTIONNAIRE REGARDING BIDDER
C. Exhibit PA -5: SECTION 3 SUMMARY REPORT
Exhibit D
Page 6 of 6
Exhibit E
Insurance Requirements
E.1 Insurance. Prior to the beginning of and throughout the duration of this
Agreement, the following policies shall be maintained and kept in full force and effect
providing insurance with minimum limits as indicated below and issued by insurers with
A.M. Best ratings of no less than A -VI:
Commercial General Liability (at least as broad as ISO CG 0001)
$1,000,000 (per occurrence)
$2,000,000 (general aggregate)
Must include the following endorsements:
General Liability Additional Insured
General Liability Primary and Non-contributory
Commercial Auto Liability (at least as broad as ISO CA 0001)
$1,000,000 (per accident)
Auto Liability Additional Insured
Personal Auto Declaration Page if applicable
Errors and Omissions Liability
$1,000,000 (per claim and aggregate)
Workers' Compensation
(per statutory requirements)
Must include the following endorsements:
Workers Compensation with Waiver of Subrogation
Workers Compensation Declaration of Sole Proprietor if applicable
Contracting Party shall procure and maintain, at its cost, and submit
concurrently with its execution of this Agreement, Commercial General Liability insurance
against all claims for injuries against persons or damages to property resulting from
Contracting Party's acts or omissions rising out of or related to Contracting Party's
performance under this Agreement. The insurance policy shall contain a severability of
interest clause providing that the coverage shall be primary for losses arising out of
Contracting Party's performance hereunder and neither City nor its insurers shall be
required to contribute to any such loss. An endorsement evidencing the foregoing and
naming the City and its officers and employees as additional insured (on the Commercial
General Liability policy only) must be submitted concurrently with the execution of this
Agreement and approved by City prior to commencement of the services hereunder.
Contracting Party shall carry automobile liability insurance of $1,000,000 per
accident against all claims for injuries against persons or damages to property arising out
of the use of any automobile by Contracting Party, its officers, any person directly or
indirectly employed by Contracting Party, any subcontractor or agent, or anyone for
whose acts any of them may be liable, arising directly or indirectly out of or related to
Contracting Party's performance under this Agreement. If Contracting Party or
Exhibit E
Page 1 of 5
Contracting Party's employees will use personal autos in any way on this project,
Contracting Party shall provide evidence of personal auto liability coverage for each such
person. The term "automobile" includes, but is not limited to, a land motor vehicle, trailer
or semi -trailer designed for travel on public roads. The automobile insurance policy shall
contain a severability of interest clause providing that coverage shall be primary for losses
arising out of Contracting Party'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 Contracting Party and "Covered Professional Services" as designated
in the policy must specifically include work performed under this agreement. The policy
limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must
"pay on behalf of" the insured and must include a provision establishing the insurer's duty
to defend. The policy retroactive date shall be on or before the effective date of this
agreement.
Contracting Party shall carry Workers' Compensation Insurance in
accordance with State Worker's Compensation laws with employer's liability limits no less
than $1,000,000 per accident or disease.
If coverage is maintained on a claims -made basis, Contracting Party shall maintain such
coverage for an additional period of three (3) years following termination of the contract.
Contracting Party shall provide written notice to City within ten (10) working
days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the
required polices are reduced; or (3) the deductible or self-insured retention is increased.
In the event any of said policies of insurance are cancelled, Contracting Party shall, prior
to the cancellation date, submit new evidence of insurance in conformance with this
Exhibit to the Contract Officer. The procuring of such insurance or the delivery of policies
or certificates evidencing the same shall not be construed as a limitation of Contracting
Party's obligation to indemnify City, its officers, employees, contractors, subcontractors,
or agents.
E.2 Remedies. In addition to any other remedies City may have if Contracting
Party fails to provide or maintain any insurance policies or policy endorsements to the
extent and within the time herein required, City may, at its sole option:
a. Obtain such insurance and deduct and retain the amount of the
premiums for such insurance from any sums due under this Agreement.
b. Order Contracting Party to stop work under this Agreement and/or
withhold any payment(s) which become due to Contracting Party hereunder until
Contracting Party demonstrates compliance with the requirements hereof.
c. Terminate this Agreement.
Exhibit E
Page 2 of 5
Exercise 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
Contracting Party'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
Contracting Party may be held responsible for payments of damages to persons or
property resulting from Contracting Party's or its subcontractors' performance of work
under this Agreement.
E.3 General Conditions Pertaining to Provisions of Insurance Coverage by
Contracting Party. Contracting Party and City agree to the following with respect to
insurance provided by Contracting Party:
1. Contracting Party 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. Contracting Party also agrees to require all contractors, and subcontractors
to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall
prohibit Contracting Party, or Contracting Party's employees, or agents, from waiving the
right of subrogation prior to a loss. Contracting Party agrees to waive subrogation rights
against City regardless of the applicability of any insurance proceeds, and to require all
contractors and subcontractors to do likewise.
3. All insurance coverage and limits provided by Contracting Party and
available or applicable to this Agreement are intended to apply to the full extent of the
policies. Nothing contained in this Agreement or any other agreement relating to City or
its operations limits the application of such insurance coverage.
4. None of the coverages required herein will be in compliance with these
requirements if they include any limiting endorsement of any kind that has not been first
submitted to City and approved of in writing.
5. No liability policy shall contain any provision or definition that would serve
to eliminate so-called "third party action over" claims, including any exclusion for bodily
injury to an employee of the insured or of any contractor or subcontractor.
6. All coverage types and limits required are subject to approval, modification
and additional requirements by the City, as the need arises. Contracting Party shall not
make any reductions in scope of coverage (e.g. elimination of contractual liability or
reduction of discovery period) that may affect City's protection without City's prior written
consent.
7. Proof of compliance with these insurance requirements, consisting of
certificates of insurance evidencing all the coverages required and an additional insured
endorsement to Contracting Party's general liability policy, shall be delivered to City at or
prior to the execution of this Agreement. In the event such proof of any insurance is not
delivered as required, or in the event such insurance is canceled at any time and no
Exhibit E
Page 3 of 5
replacement coverage is provided, City has the right, but not the duty, to obtain any
insurance it deems necessary to protect its interests under this or any other agreement
and to pay the premium. Any premium so paid by City shall be charged to and promptly
paid by Contracting Party or deducted from sums due Contracting Party, at City option.
8. It is acknowledged by the parties of this agreement that all insurance
coverage required to be provided by Contracting Party 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. Contracting Party agrees to ensure that subcontractors, and any other party
involved with the project that is brought onto or involved in the project by Contracting
Party, provide the same minimum insurance coverage required of Contracting Party.
Contracting Party agrees to monitor and review all such coverage and assumes all
responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section. Contracting Party agrees that upon request, all agreements
with subcontractors and others engaged in the project will be submitted to City for review.
10. Contracting Party 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 or other entity or person in any
way involved in the performance of work on the project contemplated by this agreement
to self -insure its obligations to City. If Contracting Party's existing coverage includes a
deductible or self-insured retention, the deductible or self-insured retention must be
declared to the City. At that time the City shall review options with the Contracting Party,
which may include reduction or elimination of the deductible or self-insured retention,
substitution of other coverage, or other solutions.
11. The City reserves the right at any time during the term of this Agreement to
change the amounts and types of insurance required by giving the Contracting Party
ninety (90) days advance written notice of such change. If such change results in
substantial additional cost to the Contracting Party, the City will negotiate additional
compensation proportional to the increased benefit to City.
12. For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking any steps that
can be deemed to be in furtherance of or towards performance of this Agreement.
13. Contracting Party acknowledges and agrees that any actual or alleged
failure on the part of City to inform Contracting Party of non-compliance with any
insurance requirement in no way imposes any additional obligations on City nor does it
waive any rights hereunder in this or any other regard.
14. Contracting Party will renew the required coverage annually as long as City,
or its employees or agents face an exposure from operations of any type pursuant to this
agreement. This obligation applies whether the agreement is canceled or terminated for
Exhibit E
Page 4 of 5
any reason. Termination of this obligation is not effective until City executes a written
statement to that effect.
15. Contracting Party shall provide proof that policies of insurance required
herein expiring during the term of this Agreement have been renewed or replaced with
other policies providing at least the same coverage. Proof that such coverage has been
ordered shall be submitted prior to expiration. A coverage binder or letter from
Contracting Party's insurance agent to this effect is acceptable. A certificate of insurance
and an additional insured endorsement is required in these specifications applicable to
the renewing or new coverage must be provided to City within five (5) days of the
expiration of coverages.
16. The provisions of any workers' compensation or similar act will not limit the
obligations of Contracting Party under this agreement. Contracting Party expressly
agrees not to use any statutory immunity defenses under such laws with respect to City,
its employees, officials, and agents.
17. Requirements of specific coverage features, or limits contained in this
section are not intended as limitations on coverage, limits or other requirements nor as a
waiver of any coverage normally provided by any given policy. Specific reference to a
given coverage feature is for purposes of clarification only as it pertains to a given issue
and is not intended by any party or insured to be limiting or all-inclusive.
18. These insurance requirements are intended to be separate and distinct from
any other provision in this Agreement and are intended by the parties here to be
interpreted as such.
19. The requirements in this Exhibit supersede all other sections and provisions
of this Agreement to the extent that any other section or provision conflicts with or impairs
the provisions of this Exhibit.
20. Contracting Party agrees to be responsible for ensuring that no contract
used by any party involved in any way with the project reserves the right to charge City
or Contracting Party for the cost of additional insurance coverage required by this
agreement. Any such provisions are to be deleted with reference to City. It is not the
intent of City to reimburse any third party for the cost of complying with these
requirements. There shall be no recourse against City for payment of premiums or other
amounts with respect thereto.
21. Contracting Party agrees to provide immediate notice to City of any claim
or loss against Contracting Party 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.
Exhibit E
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Exhibit F
Indemnification
F.1 Indemnity for the Benefit of City.
a. Indemnification for Professional Liability. When the law establishes a
professional standard of care for Contracting Party's Services, to the fullest extent
permitted by law, Contracting Party 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 Contracting Party or of any subcontractor), costs and
expenses of any kind, whether actual, alleged or threatened, including, without limitation,
incidental and consequential damages, court costs, attorneys' fees, litigation expenses,
and fees of expert consultants or expert witnesses incurred in connection therewith and
costs of investigation, to the extent same are caused in whole or in part by any negligent
or wrongful act, error or omission of Contracting Party, its officers, agents, employees or
subcontractors (or any entity or individual that Contracting Party shall bear the legal
liability thereof) in the performance of professional services under this agreement. With
respect to the design of public improvements, the Contracting Party 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 Contracting Party.
b. Indemnification for Other Than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Contracting
Party 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, incidental and consequential damages, court costs, attorneys' fees,
litigation expenses, and fees of expert consultants or expert witnesses) incurred in
connection therewith and costs of investigation, where the same arise out of, are a
consequence of, or are in any way attributable to, in whole or in part, the performance of
this Agreement by Contracting Party or by any individual or entity for which Contracting
Party is legally liable, including but not limited to officers, agents, employees, or
subcontractors of Contracting Party.
c. Indemnity Provisions for Contracts Related to Construction (Limitation on
Indemnity). Without affecting the rights of City under any provision of this agreement,
Contracting Party 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 Contracting Party will be for that entire portion or percentage of liability not
attributable to the active negligence of City.
Exhibit F
Page 1 of 2
d. Indemnification Provision for Design Professionals.
1. Applicability of this Section F.1(d). Notwithstanding Section F.1(a)
hereinabove, the following indemnification provision shall apply to a Contracting Party
who constitutes a "design professional" as the term is defined in paragraph 3 below.
2. Scope of Indemnification. When the law establishes a professional
standard of care for Contracting Party's Services, to the fullest extent permitted by law,
Contracting Party shall indemnify and hold harmless City and any and all of its officials,
employees, and agents ("Indemnified Parties") from and against any and all losses,
liabilities of every kind, nature, and description, damages, injury (including, without
limitation, injury to or death of an employee of Contracting Party or of any subcontractor),
costs and expenses, including, without limitation, incidental and consequential damages,
court costs, reimbursement of 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 caused by any negligent or wrongful act, error or
omission of Contracting Party, its officers, agents, employees or subcontractors (or any
entity or individual that Contracting Party shall bear the legal liability thereof) in the
performance of professional services under this agreement. With respect to the design
of public improvements, the Contracting Party 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 Contracting Party.
3. Design Professional Defined. As used in this Section F.1(d), the
term "design professional" shall be limited to licensed architects, registered professional
engineers, licensed professional land surveyors and landscape architects, all as defined
under current law, and as may be amended from time to time by Civil Code § 2782.8.
F.2 Obligation to Secure Indemnification Provisions. Contracting Party agrees
to obtain executed indemnity agreements with provisions identical to those set forth
herein this Exhibit F, as applicable to the Contracting Party, from each and every
subcontractor or any other person or entity involved by, for, with or on behalf of
Contracting Party in the performance of this Agreement. In the event Contracting Party
fails to obtain such indemnity obligations from others as required herein, Contracting
Party agrees to be fully responsible according to the terms 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 a waiver of any rights hereunder. This obligation to indemnify
and defend City as set forth in this Agreement are binding on the successors, assigns or
heirs of Contracting Party and shall survive the termination of this Agreement.
Exhibit F
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CONSENT CALENDAR ITEM NO. 9
City of La Quinta
CITY COUNCIL MEETING: June 18, 2024
STAFF REPORT
AGENDA TITLE: APPROVE AGREEMENT FOR CONTRACT SERVICES WITH NAI
CONSULTING, INC. FOR CAPITAL IMPROVEMENT PROGRAM PROJECT
MANAGEMENT AND PROFESSIONAL ENGINEERING SERVICES
RECOMMENDATION
Approve agreement for contract services with NAI Consulting, Inc. for Capital Improvement
Program project management and professional engineering services; and authorize the
City Manager to execute the agreement.
EXECUTIVE SUMMARY
• NAI Consulting, Inc. (NAI) provides project management and engineering services
related to the City's Capital Improvement Program (CIP), which includes State,
Federal, and Community Development Block Grant (CDBG) funded projects.
• NAI is best qualified to provide on-call project management and professional
engineering services and was selected through the competitive Request for
Proposals (RFP) process completed in May 2024.
• In 2019, following an RFP selection process, the City contracted with NAI, selected
as the winning proposal, for these services; the existing agreement expires on June
30, 2024.
FISCAL IMPACT
Annual compensation is $600,000 per fiscal year (FY). Funds will be budgeted in the CIP
project budgets, and the Engineering Services Consultants account 101-7006-60104 for
special projects, for each FY through the term of the agreement.
BACKGROUND/ANALYSIS
NAI is a local firm that has provided the City with contract project management, project
design, and State and Federal funding administration services since 1997. NAI provides
specialized technical expertise that staff does not possess.
In May 2024, staff published an RFP, and three proposals were received. NAI is the most
cost effective and best qualified firm.
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The proposed agreement with NAI, is for a three-year term, beginning July 1, 2024, through
June 30, 2027, at a not to exceed compensation amount of $600,000 per FY, with an
option to extend for one additional two-year term (extended term) (Attachment 1).
ALTERNATIVES
Staff does not recommend an alternative.
Prepared by:
Approved by:
Attachment:
Carley Escarrega, Administrative Technician
Bryan McKinney, P.E., Public Works Director/City Engineer
1. Agreement for Contract Services
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