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2025-27 Albert A. Webb - PS&E Design Washington Connector Project 2023-09
MEMORANDUM DATE: March 19, 2025 TO: Jon McMillen, City Manager ,Ca QaG &a CALIFORNIA FROM: Carley Escarrega, Administrative Technician RE: Albert A. Webb Associates for design services for Wash st. connector to Art & Music Line, project no. 2023-09 Please list the Contracting Party / Vendor Name, 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 March 18, 2025 - C5 ❑ City Manager's signing authority provided under the City's Purchasing & Contracting Policy [Resolution No. 2023-008] for budget expenditures of $50,000 or less. Wl a City Manager's signing authority provided under the City's Personnel Policy Section 3.2 for temporary employment positions. 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. Procurement Method (one must apply): Bid ❑✓ RFP ❑ RFQ ❑ 3 written informal bids Sole Source ❑ Select Source ❑ Cooperative Procurement Requesting department shall check and attach the items below as appropriate. Agreement payment will be charged to Account No.: 401-0000-60185-202309-D Agreement term: Start Date March 19, 2025 End Date December 31, 2027 Amount of Agreement, Amendment, Change Order, etc.: $ 263,062 REMINDER: Signing authorities listed above are applicable on the a_g_pre_pate Agreement amount, not individual Amendments or Change Orders! ❑✓ Insurance certificates as required by the Agreement for Risk Manager approval Approved by: Oscar Mojica Date: 3/21/2025 ❑ Bonds (ori_ginals) 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. 0109303 Expires: 02/28/2026 ❑✓ 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 Albert A. Webb Associates (WEBB) with a place of business at 3788 McCray Street, Riverside, CA 92506 ("Contracting Party"). The parties hereto agree as follows.. 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contracting Party shall provide those services related to design and related professional services for the Washington Street Connector to Arts and Music Line Project, Project no. 2023-09, 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. -2- 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. � WelLVAI»0W111I116101 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 Two Hundred Sixty -Three Thousand Sixty -Two Dollars ($263,062), 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 -3- 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. 3.1 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 March 19, 2025, and terminate on December 31, 2027 ("Initial Term"). This Agreement may be extended upon mutual agreement by both parties ("Extended Term"), and executed in writing. H 4. COORDINATION OF WORK. 4.1 Representative of Contracting Party. The following principals of Contracting Party ("Principal") are hereby designated as being the principal and representative of Contracting Party authorized to act in its behalf with respect to the Services specified herein and make all decisions in connection therewith: (a) Name: Dilesh Sheth, Vice President Telephone No.: 951-686-1070 Email: dilesh.sheth@webbassociates.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. -5- 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 M Services to be performed hereunder which are reasonably available to Contracting Party only from or through action by City. �111111111060191de10us] :1111 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 shall indemnify, protect, defer and any and all of its officers, F" ("Indemnification") which is a part hereof. To the fullest extent permitted by law, Contracting Party d (with counsel selected by City), and hold harmless City employees, agents, and volunteers as set forth in "Exhibit incorporated herein by this reference and expressly made 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 -7- 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 in 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 in 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 -10- 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. -11- 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 78495 Calle Tampico La Quinta, California 92253 To Contracting Party: WEBB Attention: Dilesh Sheth, Vice President 3788 McCray Street Riverside, CA 92506 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. -12- 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] -13- IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA QUINTA, a California Municipal Corporation J0,N iN cMILLEN, City Manager City of La Quinta, California Dated: /2-0 Z � ATTEST: MONIKA RADEVA, City Jerk City of La Quinta, California APPROVED AS TO FORM: WILLIAM H. IHRKE, City Attorney City of La Quinta, California ALBERT A. WEBB ASSOCIATES By-��OZL& Dilesh.Sheth, Vice President -14- Exhibit A Scope of Services TASK 1 - PROJECT MANAGEMENT/ADMINISTRATION 1.1 Project Management We will plan. organize. direct. and monitor project work activities and resources in accordance with the contract scope. schedule, and budget. This task includes ongoing general project management with the City and stakeholders. including preparing contract paperwork. memos. letters, emails. phone calls. and maintaining project files. This activity commences after receipt of the Notice -to -Proceed, continues through submittal of key final project deliverables. and concludes at the completion of construction and closeout. For this scope of work. we assume a project duration of 6 months. 1.2 Meetings and Schedule We will schedule and attend meetings as follows: a. Kick-off meeting including City of La Ouinta and subconsultants to discuss the proposed work plan and special concerns. b. Schedule and attend a field walk with City representatives. c. Schedule and chair Project Development Team (PDT) meetings - monthly We will schedule. chair. and prepare meeting agendas and minutes for all meetings. The agendas will be submitted to the City for review at least one working day before the meeting. The minutes will be distributed to all attendees. everyone who was invited. and the City's Project Manager within five working days after the meeting. The minutes shall include. but not be limited to. a list of attendees with their contact information. a summary of discussion items. any pertinent information. action items. and follow-up to action items. We will prepare the project schedule utilizing Microsoft Project. The project schedule will be divided into tasks and subtasks in full detail. including. but not limited to City function timeline. critical path. and outside sources such as utilities. DELIVERABLES: Project Management. PDT Meetings (assumption of 6 meetings). Meeting Agendas and Minutes (electronic). Monthly Status Reports (electronic). Project Schedules (two). Monthly Invoices. and Ouality Control TASK 2 - FIELD SURVEY AND BASE MAP 2.1 Field Topographic Survey • Field locate and recover an existing benchmark. and establish survey datum for the project. Vertical datum shall be based on the North Amenca Vertical Datum of 1988 (NAVD88). and Horizontal control will be North American Datum of 1983 (NAD83) State Plan Coordinates. Zone VI. unless otherwise requested. • Conduct field topographic survey of project limits to obtain existing ground surface elevations along Washington Street at a cross sections interval of 25-feet. from the south side of Eisenhower Drive to the north side of Avenue 48. to include existing curb. gutter flowline. crown line. edge of pavement. ADA ramps. median. meters. catch basins. utilities boxes/vaults, overhead utility lines, palm trees. trees. and utility poles from right-of-way to right-of-way width. • Provide a minimum 1" = 40' scale digital topographic survey of the project areas with one -foot contours. • Process and draft field survey data and prepare electronic CAD files for the existing ground features (FT) file. Civil 3D existing ground surface (0) file. and existing plan (XP) file for design teams use. DELIVERABLES: TO CAD (Topo) file with Civil 3D surface for design and XP CAD (Existing Plan) file with existing planimetric linework. 2.2 AllgnmenVROW Survey • Utilizing pnor survey data obtained with the Arts 8 Music Line project. prepare a base map delineating the existing right-of-way and street centerlines from the south side of Eisenhower Drive to the north side of Avenue 48. based on the obtained records research. field survey data and documents from the Arts & Music Line project. DELIVERABLES: AutoCAD file with 2D Iinework for the existing property lines. easements. right of -way. and street centerlines to be used and referenced for design (PB File). Exhibit A Page 1 of 10 Last revised summer 2017 Note: This scope of work does not include a record of survey. If it becomes necessary to file a record of survey and/or set survey monuments, a separate authorization will be needed. TASK 3 - UTILITY COORDINATION 3.1 Data Compilation/Stte Visit We will contact Dig -Alert to secure an official ticket with contact information of all known utilities within the project limits. Record request forms will be sent to all utility owners requesting as -built facilities and available record drawings. Upon compiling as -built information from utility owners. we will conduct a site visit to identity all existing improvements shown on the as-builts to verify their accuracy and note facilities such as manholes and valves that are identified in the as -built plans but not visible in the held. These conditions will be flagged and sent to our project survey team. Additionally, follow-up discussions with the utility owners will occur for these cases in the event past improvement projects inadvertentty paved over the manhole/valve covers. 32 Utility Conflict Mapping/Utiltty Relocation Coordination and Agreements We will utilize as -built data and maps obtained from the utility companies to prepare existing utility base mapping and identity all utilities on the plans that are within the project limits. The utility mapping developed for the PSSE will be verified through topographic surveys. During the design development. high and low-nsk facilities will be identified. and a Utility Conflict Matrix will be developed to record the findings and begin coordinating with the utility owners. We will provide all correspondence/communication efforts to the City upon completion of the final design. We will call the utility companies as necessary until a written response form is received from each potentially conflicting utility. We will Identity all known utilities that potentially conflict with the planned project improvements and determine special requirements for facilities. including protection. relocation. rght-of-way easements. and construction. We will coordinate with utility companies to schedule the relocation of the utilities before the start of construction. DELIVERABLES: Records obtained from the City and Outside Agencies. Utility locations shown on the base mapping, Certified List of Utilities per USA, Utility Conflict Mapping Procedure ("ABC" Letters) TASK 4 - MULTI -USE PATH IMPROVEMENT PLANS 4.1 35% Concept Plan At the 35% concept review stage. we will submit the geometric approval drawings for the Washington Street Connector multi -use path. which extends east of Washington Street from Avenue 48 to Eisenhower Drive. This submittal will include an initial set of drawings showing the multi -use path's proposed alignment. We will ensure that all curves. tapers. and other key geometric elements are clearly represented. Proposed curb ramp(s) will also be shown in the plan view, including a new curb ramp at the southwest corner of the intersection of Washington Street and Eisenhower Drive. If any right-of-way concems anse due to improvements. they will be identified as easements. or dedications may be required. Additionally, we will identify and document any potential utility conflicts at this stage. it is understood that this stage may require multiple revisions and re -submittals to refine the design and ensure it aligns with project goals. We anticipate a maximum of 3 revisions. A well -coordinated concept review is crucial for laying a solid foundation and ensuring a smooth transition to the next design stages. 42 65% Plan Set We will submit the 659' multi -use path improvement plan set after the initial concept review. Improvement plans will be prepared using the 1" = 40' scale for the plan view and the 1" = 4' scale for the profile view. using current City of La Ouinta standards and requirements. This submittal will include a complete set of plans covering all key design elements, including existing sidewalk demolition. grading and grading limits, curb ramp replacements, ADA-compliant ramps. and necessary utility relocations or adjustments. Curb. gutter. and curb ramps will be designed according to the City's standards. We will address any required utility adjustments or relocations. ensuring that changes to existing utilities or features are property incorporated into the design. Furthermore. coordination with the HOA regarding landscaping maintenance will likely result Exhibit A Page 2 of 10 in wider and/or thicker concrete path areas near the intersections to accommodate vehicles. These modifications to a standard path will help increase the facility's Irfespan. Additionally, we will identify any streetscape elements and outline plans to protect, remove, or relocate any site features. Once the plans are submitted to the City. we will review and revise them based on feedback to ensure we are prepared for the 90% plan submittal. 4.3 90-100% Plan Set The 90-1009' final review submittal will include the fully developed and completed improvement plans. including details for sidewalk demolition, grading. curb ramp replacements. and utility relocations/adjustments. At this stage, we will ensure all design elements are finalized. and the plans will undergo a thorough internal review to confirm their completeness and accuracy. Once submitted to the City, we will address any comments and make necessary revisions before resubmitting the updated plans for final approval. DELIVERABLES Multi -Use Path Improvement Plans at 35%, 65%. 90-100%. Note: This scope of work does not include the potential reconstruction of the existing wall at the southwest comer of the Eisenhower and Washington Street intersection. TASK 5 - SIGNING & STRIPING PLANS 5.1 65% and 90-100% Plan Set We will prepare detailed signing and stnping plans. submitted as part of the 65%, 903Yo. and 100 , pgan sets. These plans will be prepared at a 1 " = 40' scale and will clearly illustrate the proposed stnpng. pavement legends. sign types, and sign locations. as well as include general construction notes. We will ensure that the signing and striping plans fully comply with Caltrans Standard Plans, the Califomia Manual on Uniform Traffic Control Devices (CAMUTCD) standards. and the City of La Ounta's design standards. We also understand that, at the city's request. the north leg crosswalk at the Washington St and Eisenhower Dr intersection will be removed. The signing and striping plans will be updated and refined through each review stage to ensure accuracy and alignment with project requirements. Improvements include are trail, intersection. and street improvements as necessary. DELIVERABLES Signing & Striping Plans at 65%. and 90-100%. TASK 6 - TRAFFIC SIGNAL MODIFICATION 5.1 65% and 90-100% Traffic Plan Set tt is the goal of the project to avoid major traffic signal modifications at the two intersections adjacent to the project area. It is not expected that any traffic signal improvements or modifications will be needed at the intersection of Washington Street and Avenue 48. Minor traffic signal modifications may be required at the intersection of Washington Street and Eisenhower Drive to accommodate the new trail and curb ramp at the southwest comer of the intersection. It is also understood that the City desires to remove the existing crosswalk at the north side of the intersection. Signal modification work may be required at the southwest comer of the intersection to accommodate the proposed curb ramp and for ADA compliance. No pole relocations or new poles are currently anticipated. We will prepare a detailed traffic signal modification plan for the intersection of Washnton Street and Eisenhower Drive. submitted as part of the 65%. 90%. and 100% plan sets. These plans will be prepared at a 1" = 20' scale and will clearly illustrate the existing traffic signal poles. existing traffic signal equipment. existing and proposed roadways. ramps. sidewalks. and existing and proposed stnpng. The traffic signal equipment to be relocated or removed will be shown. and separate construction notes will be provided for each. The traffic signal pole schedule and conductor schedule will be provided to clearly show the equipment that is required along with the existing equipment. Underground and overhead utilities will be shown on the plans based on utility maps and survey data. We will ensure that the traffic signal modification plans fully comply with Caltrans Standard Plans. the Califomo Manual on Uniform Traffic Control Devices (CAMUTCD) standards. and the City of La Quinta's design standards. The plans will be updated and refined through each review stage to ensure accuracy and alignment with project requirements. DELIVERABLES: Traffic Signal Modification Plans at 659a. and 90-10OV.. Exhibit A Page 3 of 10 This scope of work does not cover bicycle signal phasing or utility potholing dunng design. If the City decides to move forward with this. a separate scope and budget will be developed. TASK 7 - LANDSCAPE PLANS 7.1 35% Concept Plan As mentioned above. a concept plan will be developed to introduce the stakeholders to the new width and alignment of the path and its connection to the proposed Arts and Music Line along Avenue 48.Our landscape architectural team will design the new alignment. proposing the most pleasant user experience possible. As the existing slope could be a hindrance or an opportunity, a is essential to evaluate different possibilities. The decision on wall materials or grading solutions will be made at this phase. If the City opts to proceed with the wall option. the wall's location will be determined during this stage. Alternatively. if the City chooses the slope reconstruction option. landscaping removal and replanting areas will be identified at this stage. We will develop an overall plan at a reasonable scale with enlargements at areas that may require more detail. Materials and colors will also be available for team evaluation. DELIVERABLES: Concept plan of path route. materials board 72 65% Plan Set The landscape construction set will be at a 1" =20' scale or be more prominent so that the planting plans can be easily interpreted. Landscape Construction plans will include: • Landscape demolition Plans • The construction plan shows site elements not included in the engineenng plans. including wall details and site elements. • An irrigation plan showing the new location of heads and pipes. New head types may need to be specified to eliminate overspray onto sidewalks or into the street. • Planting plan showing climate -appropriate plantings conforming to city standards and details • Preliminary Landscape specifications • Preliminary Cost estimate. DELIVERABLES: 55% construction plan set. cost estimate. and details. 7.3 90-1000o Plan Set After the city reviews the 65% Plan Set. we will incorporate comments into the final design package. The Final Landscape Construction Package will include: • Landscape Demolition plans • Construction plan including wall details and site elements • Irrigation plan • Planting plan • Final Landscape Specifications • Final Cost Estimate DELIVERABLES: 90-100% construction plan set, revised cost estimate. and details. 7.4 Landscape Irrigation Plan The existing irrigation system will be evaluated for adaptation to the new path layout. We will overlay the existing equipment onto the new plan to determine the extent of head replacement or complete redesign. This will also help us determine the most cost-effective design alternative for the path. Knowing the full scope of any changes to the existing irrigation system during the design process will save the city time and money during the construction by not relying on the contractor to design head type or layout to accommodate the new path. The landscape irrgation set will be at a 1" =20' scale or be more prominent so that the irrigation plans can be easiy interpreted. Landscape plans for this task will include: • 65% and 100% Imgation plan designed per city standards. including water use calculations and details. Exhibit A Page 4 of 10 DELIVERABLE(S): 65% and 100% Irrigation Plan Set. details. and water use calculations. TASK 8 - SPECIFICATION AND ESTIMATE 8.1 Specifications and Estimate As part of the project. we will prepare a comprehensive quantity breakdown and cost estimate for the proposed improvements. which will be provided at the 65%, 90%. and 100% plan check stages. Additionally, we will obtain the City's specification boilerplate (contract documents) and modify them to be project -specific. with the final specifications provided at the 90% and 100% plan check stages. We will also develop a bid schedule, and technical specifications tailored to the multi -use path improvements. signing striping, traffic signal, and landscaping plans ensuring all documents are aligned with the project's requirements and ready for review at the appropriate stages. DELIVERABLES Project Cost Estimate at 35%. 65%. and 90-1001Y, stages. project specifications. TASK 9 - RIGHT OF WAY Legal and Plat Documentation: Webb will be responsible for preparing the necessary legal and plat documents for the property located at the southwest comer of the Washington St / Eisenhower intersection. This will involve creating and finalizing both the legal descriptions and plat maps required for proper land documentation. DELIVERABLE(S): One complete set of legal descriptions and plat map for the property located at the SW comer of Eisenhowec Washington intersection Appraisals: All appraisals and appraisal reviews for the acquisition of real property will be prepared in accordance with the 49 CFR Part 24 and with the Uniform Standards of Professional Appraisal Practice (USPAP). A single -serf-contained" appraisal report will be prepared for each property acquisition that will contain relevant project -related data. subject property information. market comparable. and an analysis of the appraiser's value conclusions. During the appraisal process. Monument will be responsible for the following procedures: • Prepare appraisal scope. fees, and timing on a property -by -property basis. • Issue appraisal notices to property owners. Conduct field reviews of property issues with appraisers. • Make weekly contact with appraisers to update progress. • Review appraisals for quality: request changes/addrtions as necessary or based on preliminary communication with the City. Complete memo indicating appraisal received and forwarding for review. Appraisals will be prepared in accordance with USPAP requirements. and. at a minimum, contain the following requirements: • Adequate description of the physical characteristics of the property being appraised (and. in the case of a partial acquisition. an adequate description of the remaining property). • Items identified as personal property. • Statement of the known and observed encumbrances. if any. location, zoning, present use. an analysis of highest and best use. and at least a five-year sales history of the property. • All relevant and reliable approaches to value consistent with established practices. If the appraiser uses more than one approach, there is to be an analysis and reconciliation of approaches to value used that is sufficient to support the appraiser's opinion of value. • A description of comparable sales, including a description of all relevant physical. legal. and economic factors such as parties to the transaction, source. and method of financing, and verification by a party involved in the transaction. • Statement of the value of the real property to be acquired and. for a partial acquisition, a statement of value of the damages and benefits. a any, to the remaining real property where appropriate. • The effective date of valuation, date of appraisal. signature. and certification of the appraiser. DELIVERABLES: up to 1 appraisal report. Exhibit A Page 5 of 10 Acquisition and Negotiation: Based on our understanding of the project and information provided by the City. Monument assumes that the Project will require the acquisition of property rights from 1 owner. Monument will provide all acquisition services required for the City to purchase the right-of-way required to construct the Project. All tasks will be performed in accordance with applicable Federal. State. and local regulations. and the City's ntemal policies and procedures. Specifically. Monument will: • Provide all acquisition services in a timety, efficient manner and at a reasonable cost. Work shall be performed in accordance with all applicable Federal. State. and local regulations. • Coordinate and manage the acquisition process with the City. legal counsel, design team. property owners. and tenants along with the title company. appraisers, and other consultants to insure effective cross -discipline communications. • Review right-of-way plans. appraisal reports, title reports. appraisal maps and legal descriptions and all other pertinent documents. • Prepare acquisition offer packages consisting of the City's written purchase offer, appraisal summary statement, acquisition brochure, acquisition agreement, conveying instruments (Grant Deed. Permanent and/or Temporary Easements. etc.). Certificate of Acceptance, recommendation of amount of Just Compensation. plat maps and legal descriptions. and Title VI Information. • Monument's acquisition agent will meet personally with each property owner to present the City's purchase otter. explain the project design requirement, and inform him or her of the City's right-of-way acquisition process. • Negotiate personally in good faith with each property owner. his/her agent or representative and discuss the valuation of the property interests. gather information for consideration and address any questions or concems that may anse during the acquisition process. • Establish and maintain an acquisition file for each property owner or property interest acquired and maintain a file checklist pursuant to the City's specifications. • Promptly transmit executed documents (acquisition agreements. executed deeds. rental agreements, statements of information. offset statements. and the like) to the City for acceptance and processing. A report summarizing the pertinent information relative to the transaction will be included. • Prepare and submit a Letter of Recommendation to the City for any proposed administrative settlements with property owners. The letter will include a chronology of the negotiation efforts. provide supporting evidence and documentation, and an explanation of the benefits and rationale behind the recommendation. • Escrow Coordination - Coordinate opening of escrows, assist the escrow company in obtaining additional documentation as necessary to provide clear title to the City. supervise and review the closing of escrows. and review closing statements for completeness and accuracy. We will serve as liaisons between the title company, escrow holder, and the City. • Recommend condemnation action when negotiations have reached an impasse. The required justification will be submitted in writing to the City. Our primary goal will be to reach an acceptance of the otter with each property owner. We will work with the City to recommend solutions to achieve acceptance of the offer. • Perform any other normal procedures and processes to implement the acquisition assignment and provide any other supporting information and/or correspondence required by the City. • Provide bilingual acquisition agents. it necessary. • Prepare all applicable forms. secure the property owner's approval and signature. and submit the forms to the Crty for review and acceptance. • Upon completion of the acquisition process for each property or property interest, or at project completion. Monument will provide the City with the original acquisition file as well as an electronic copy of files for future audit purposes. DELIVERABLES: Up to 1 executed Agreement and Deed/Easement. TASK 10- BID ASSISTANCE & CONSTRUCTION SUPPORT We will attend up to two pre -bid meetings with the appropriate technical personnel. When requested by the City. we will respond to bidder inquiries for the updated Final PS&E bid package. Should the City request bid addendum documents and plans. we will require an addendum to the contract to account for the additional work. We will attend up to two pre - construction meetings with the appropriate technical personnel. We will draft Request for Information (RFI) responses as requested by the Resident Engineer and assist the City in issuing Contract Change Orders as requested by the City. We will respond to RFI's and/or Contract Change Orders in any combination up to the maximum of 15 responses. Exhibit A Page 6 of 10 While the City is responsible for maintaining field record drawings, we will keep records of changes based solely on information provided by the City and will respond to RFls and additional drawings prepared at the City request. These marked up plans from City will form the basis for the development of the Final Record Drawings. • Pre -Bid Meeting • Response to Bidders' Inquines • Pre -Construction Meetings • Response to RFls • Contractor Change Orders • Final Record Drawings DELIVERABLES: Attendance at up to two Pre -Bid Meetings. two Pre -Construction Meetings. up to 15 RFI Responses and, or Contract Change Orders. and final Record Drawings OPTIONAL TASK 11 - LIGHTING ALONG THE PATH TASK 1 - 35% CONCEPTUAL LIGHTING PLANS 1. Provide lighting design services for a conceptual lighting plan. Plans shall include proposed light specifications. details. schedules. photometric analysis. light locations and preliminary power locations. 2. Coordinate with civil engineer for light locations and conflict resolution. 3 Coordinate with utility coordinator for potential power locations. s. Provide preliminary cost estimate for �q^ting product only. TASK 2 - 65% ELECTRICAL CONSTRUCTION DOCUMENTS 1. Provide electrical engineering services to install pedestnan lights. electrical meter pedestal and associated electrical infrastructure along the path of travel within the project boundary. Plans shall include all notes. legends. schedules. summaries. wrong diagrams. voltage drop calculations. details and panel schedules. 2. Coordinate with utility coordinator for meter pedestal service location. 3. Provide 65% CSI book specifications. -t Provide structural pole base calculations stamped by a licensed structural engineer. 5. Provide 65% construction cost estimate. TASK 3 - 100°v ELECTRICAL CONSTRUCTION DOCUMENTS 1. Provide electrical engineering services to install pedestrian lights. electrical meter pedestal and associated electncal infrastructure along the path of travel within the project boundary. Plans shall include all notes. legends, schedules. summaries, wrong diagrams. voltage drop calculations. details and panel schedules. 2. Provide 100% CSI book specifications. 3. Provide 100 /. construction cost estimate. Not Included: 1. Plan submittal shall be the responsibility of the plan processor or the client's agent. 2 Acceptance testing for final inspection by others. OPTIONAL TASK 12 - REAL ESTATE CONSULTANT SERVICES for MASTER ASSOCIATION OF RANCHO LA OUINTA Monument will act as Faison between the City and the Association to facilitate the review and amendment of an existing Operation and Maintenance Agreement. or similar document. for the purposes of defining post -construction maintenance responsibilities. as well as determining the location of maintenance vehicle access points. Monument will be responsible for the following tasks: • Investigation of existing easements. rights. and ownership. • Initial outreach to property owner to introduce project. with support from Engineer and the City. • Assist in revising Maintenance Agreement with property owner and the City. • Consulting with the property owner and City to determine k)cation of maintenance vehicle access points • Coordinate up to a review meetings between parties. Exhibit A Page 7 of 10 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 8 of 10 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 9 of 10 (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 10 of 10 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 Two Hundred Sixty -Three Thousand Sixty - Two Dollars ($263,062) ("Contract Sum"). The Contract Sum shall be paid to Contracting Party in installment payments made on a monthly basis, monthly payments will be made as shown below, 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. • Tasks 1.1 through 9.4 shall be paid on a lump -sum percentage complete basis not to exceed the approved amounts per line item. • Task 9.5 shall pay for reimbursable items on a material and milage basis not to exceed the approved amount per line item. • Tasks 10.1 through 10.2 shall be paid on a time basis not to exceed the approved amounts per line item. • Optional tasks 11 and 12 are not allowable payment items unless City's Contracting Officer expressly provides approval in writing. Exhibit B Page 1 of 1 =fibs, ¢. f ' I_ Item Descr on O + �.ii■ • ; fi fV V1 H i 0 Took 1 - Ptolect Manacpom*WAdnrti.troi o 20 6 40 4 20 4 16 110 $ 26.9SS f - s - f 20.90e ® NEE FINUM KEK= Took 2 • Field Surwv & Baa. Map 2 1 4 7 9 20 43 S 12.335 S S 300 S 12A91 y ® •. ���������©0����mE�mE��F��F7 Teak 3 -Utility CoordnNbn 2 2 4 12 24 44 ! 8.090 f f f eA90 Task 4 - Muhi-Uw PathJlmprovement Plan S 20 16 200 6 250 $ SS.410 S - f f 59.410 Task 5- Sip.irq 8tripn9 Plan 2 2 1 24 29 s 6.990 s 6 S CM Task 0-Traffic Si9nN ModAication 4 4 2 52 62 S 14.955 f S f 14A60 �,..•.. �©©moo®���������®E�ranRa�E�m Ta.k 7 - Landscape Plana 46 194 72 1f Cl..ck S SS.776 f f f 59.770 ... Took S - Specification S Cost Estnrt. 1 f ! /e le f 2 12 06 s 1ae06 s - f s 13AN • 0O�00m®��������E3�lE���ShT'•:•7 Task 9- Right-Of•W.v 4 2 e S 1.194 S 16.675 S 1.000 S 23.446 Took 10 -Bid Await— A C—truction Support 4 e 10 0 4 42 s 10.156 f S S 10.150 MbTetsl aAOm.R Ondonel Took W.221 • 1e.0f6 f CM a 2SUM 0pdon.1 Tasks Optional Took 11 - bahtr9 Plan. 6 2 9 S 1.706 S /7A83 S S 19A49 Options) Teak 12 Real Estsls Coneu0ant M.dsM f - f A625 f - f 6.625 Os11rr1Tsals TMM 8 1.7f0 8 2LM 9 - f U.274 Exhibit C Schedule of Performance Contracting Party shall complete all services identified in the Scope of Services, Exhibit A of this Agreement, in accordance with the Project Schedule, attached hereto and incorporated herein by this reference. Exhibit C Page 1 of 1 Project Schedule rftirr Pnjaet Kickoff Meeting Wit- 1 day gun Mun 2/3125 9~ Mon 2/3/2 Ilrr 1 It an as - 1 OT 1 I I I I I I I I I I I 1 I I I 1 e..�.. 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F... l.w .. �1 .us..a.. r laraa/Tr sw ewinew r+ws Wwr • - e.-. .., .._ . waaor O o.raraarq a1YM/ L coed" .. Exhibit C Attachment None Exhibit D Special Requirements Exhibit D Page 1 of 1 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 Exhibit E Page 1 of 6 Contracting Party's performance under this Agreement. If Contracting Party or 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. Contracting Party shall procure and maintain Cyber Liability insurance with limits of $1,000,000 per occurrence/loss which shall include the following coverage: a. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including credit monitoring and regulatory fines arising from such theft, dissemination or use of the confidential information. b. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems. c. Liability arising from the failure of technology products (software) required under the contract for Consultant to properly perform the services intended. d. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep - linking or framing, and infringement or violation of intellectual property rights. e. Liability arising from the failure to render professional services. 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. Exhibit E Page 2 of 6 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. 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. Exhibit E Page 3 of 6 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 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 Exhibit E Page 4 of 6 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 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. Exhibit E Page 5 of 6 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 Page 6 of 6 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 Desian 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 Page 2 of 2 CONSENT CALENDAR ITEM NO. 3 City of La Quinta CITY COUNCIL MEETIN( March 18, 2025 STAFF REPORT AGENDA TITLE: APPROVE AGREEMENT FOR CONTRACT SERVICES WITH ALBERT A. WEBB ASSOCIATES FOR DESIGN SERVICES FOR THE WASHINGTON STREET CONNECTOR TO ART AND MUSIC LINE AND CV LINK PROJECTS RECOMMENDATION Approve Agreement for Contract Services with Albert A. Webb Associates for design services for the Washington Street Connector to the Art and Music Line and CV Link projects; and authorize the City Manager to execute the agreement. EXEVu i ivt auiviMARY • This project is located along the east side of Washington Street, from Avenue 48 to Eisenhower Drive, and will construct an off -roadway multi -use path that connects to the Art and Music Line and CV -Link (Project) (Attachment 1). • In November 2024, staff issued a Request for Proposals (RFP) for professional engineering consultants to prepare plans, specifications and engineer's estimate for the project. The City received three (3) proposals from qualified firms. • Proposed is an agreement with Albert A. Webb Associates (Webb) in the amount not to exceed $263,062 (Attachment 2). FISCAL IMPAC-i Budget for the Project was allocated in fiscal year 2023/24 Capital Improvement Program (CIP) in the amount of $1,200,000 in Measure G Funds. The following is the Project budget: Project Budget* Professional $ 50,000 Design $ 263,062 Inspection/Testing/SurveyInspection/Testing/Survey $ 87,500 Construction $ 700,000 Contingency $ 99,438 TOTAL: $ 1,200,000 17 BACKGROUND/ANALYSIS In November 2024, staff issued an RFP for professional engineering consultants to prepare plans, specifications and engineer's estimate for the Project. The City received three (3) proposals from qualified firms. The proposed agreement with Webb to provide the services is for a total not to exceed amount of $263,062. The Project will construct a Class I Multi -Use Path (off roadway) along the east side of Washington Street, spanning from Avenue 48 to Eisenhower Drive. This multi -use path will be located within the existing sidewalk easement in the parkway area and is designed to replace the current sidewalk, providing an enhanced, safe, and accessible route for pedestrians, cyclists, other non -motorized users, and golf carts. This multi -use path will provide an integral component for La Quinta residents to the Coachella Valley Association of Governments (CVAG) planned Class I and Class IV bikeways project on Avenue 48, which will connect to Class II bike lanes on Eisenhower Drive, creating a continuous, safe cycling corridor. The CVAG project will improve cycling safety and accessibility along a 9-mile stretch on Avenue 48, connecting the cities of Coachella, Indio, and La Quinta. Additionally, the proposed multi -use path will connect to the CV Link, a regional multi - modal pathway that accommodates walking, biking, and low -speed vehicle travel, further enhancing the region's connectivity and non -motorized transportation network. ALTERNATIVES Staff does not recommend an alternative. Prepared by: Ubaldo Ayon, Assistant Construction Manager Approved by: Bryan McKinney, P.E., Public Works Director/City Engineer Attachments: 1. Vicinity Map 2. Agreement for Contract Services with Webb W ATTACHMENT 1 Washington Street Connector to Art and Music Line Vicinity Map Ctviof ian Wells = 'dr�t•3I, Avo it vC 4-5 1 A:enoe S� _ 1 ti " f } �=i a,tr, a•:z City of Indio - i z � I City of ` La Quinta �:,anr{�tir�:• i La Quiftta Ave-ue52 '1•;� ; �••-- , Jda J _ 04, — 4 n +> Legend Blueline Streams City Areas Los, n- es World Street Map an Diego (Nex�ca�l Tijuana Notes Washington Street From Calle Tampico to Avenida Montero *IMPORTANT* Maps and data are to be used for reference purposes only. Map features are approximate, and are not necessarily accurate to surveying or engineering standards. The County of Riverside makes no warranty or guarantee as to the content (the source is often third party), accuracy, timeliness, or completeness of any of the data provided, and assumes no legal responsibility for the information contained on this map. Any use of this product with respect to accuracy and precision shall be the sole responsibility of 0 3,009 6,019 Feet the user. REPORT PRINTED ON ... 2/21/2019 2:50:13 PM © Rive e County GIS