2007 Willdan - Speed Limit Studyi
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and
entered into by and between the CITY OF LA QUINTA, ("City"), a California municipal
corporation, and WILLDAN ("Consultant"). The parties hereto agree as follows:
1.0 SERVICES OF CONSULTANT
1.1 Scope of Services. In compliance with all terms and conditions of this Agreement,
Consultant shall provide those services related to the Citywide Speed Limit Study,
Project No. 2006-14, as specified in the "Scope of Services" attached hereto as Exhibit
"A" and incorporated herein by this reference (the "services" or "work"). Consultant
warrants that all services will be performed in a competent, professional and satisfactory
manner in accordance with the standards prevalent in the industry for such services.
1.2 Compliance with Law. All services rendered hereunder shall be provided in
accordance with all ordinances, resolutions, statutes, rules, regulations and laws of the
City of La Quinta and any Federal, State or local governmental agency of competent
jurisdiction.
1.3 Licenses, Permits. Fees and Assessments. Except as otherwise specified
herein, Consultant shall obtain at its sole cost and expense such licenses, permits and
approvals as may be required by law for the performance of the services required by
this Agreement. Consultant shall have the sole obligation to pay for any fees,
assessments and taxes, plus applicable penalties and interest, which may be imposed
by law and arise from or are necessary for the performance of the services required by
this Agreement.
1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that
(a) it has thoroughly investigated and considered the work to be performed, (b) it has
investigated the site of the work and fully acquainted itself with the conditions there
existing, (c) it has carefully considered how the work should be performed, and (d) it
fully understands the facilities, difficulties and restrictions attending performance of the
work under this Agreement. Should Consultant discover any latent or unknown
conditions materially differing from those inherent in the work or as represented by City,
Consultant shall immediately inform City of such fact and shall not proceed except at
Consultant's risk until written instructions are received from the Contract Officer (as
defined in Section 4.2 hereof).
1.5 Care of Work and Standard of Work.
a. Care of Work. Consultant shall adopt reasonable methods during the life of
the Agreement to furnish continuous protection to the work performed by Consultant,
and the equipment, materials, papers and other components thereof to prevent losses
or damages, and shall be responsible for all such damages, to persons or property, until
acceptance of the work by City, except such losses or damages as may be caused by
City's own negligence. The performance of services by Consultant shall not relieve
Consultant from any obligation to correct any incomplete, inaccurate or defective work
at no further cost to City, when such inaccuracies are due to the negligence of
Consultant.
b. Standard of Work. Consultant acknowledges and understands that the
services and work contracted for under this Agreement require specialized skills and
abilities and that, consistent with this understanding, Consultant's services and work will
be held to a standard of quality and workmanship consistent with the standard of care
ordinarily practiced by members of consultants profession who are regularly retained to
perform services on project of such complexity. Consistent with Section 1.4
hereinabove, Consultant represents to City that it holds the necessary skills and abilities
to satisfy the work as set forth in this Agreement.
1.6 Additional Services. In accordance with the terms and conditions of this
Agreement, Consultant shall perform services in addition to those specified in the Scope
of Services when directed to do so by the Contract Officer, provided that Consultant
shall not be required to perform any additional services without compensation. Any
addition in compensation not exceeding five percent (5%) of the Contract Sum may be
approved by the Contract Officer. Any greater increase must be approved by the City
Council.
1.7 Special Requirements. Additional terms and conditions of this Agreement, if
any, which are made a part hereof are set forth in Exhibit "D" (the "Special
Requirements'). In the event of a conflict between the provisions of the Special
Requirements and any other provisions of this Agreement, the provisions of the Special
Requirements shall govern.
2.0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement,
Consultant shall be compensated in accordance with Exhibit "B" (the "Schedule of
Compensation") in a total amount not to exceed Twenty -Three Thousand Five
Hundred Twenty Dollars ($23,520.00) (the "Contract Sum"), except as provided in
Section 1.6. The method of compensation set forth in the Schedule of Compensation
may include a lump sum payment upon completion, payment in accordance with the
percentage of completion of the services, payment for time and materials based upon
Consultant's rate schedule, but not exceeding the Contract Sum, or such other methods
as may be specified in the Schedule of Compensation. Compensation may include
reimbursement for actual and necessary expenditures for reproduction costs,
transportation expense, telephone expense, and similar costs and expenses when and
if specified in the Schedule of Compensation.
2.2 Method of Payment. Any month in which Consultant wishes to receive
payment, Consultant shall submit to City no later than the tenth (10th) working day of
such month, in the form approved by City's Finance Director, an invoice for services
rendered prior to the date of the invoice. Such invoice shall (1) describe in detail the
services provided, including time and materials, and (2) specify each staff member who
has provided services and the number of hours assigned to each such staff member.
Such invoice shall contain a certification by a principal member of Consultant specifying
that the payment requested is for work performed in accordance with the terms of this
Agreement. City will pay Consultant for all expenses stated thereon which are
approved by City pursuant to this Agreement no later than the last working day of the
month.
3.0 PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
3.2 Schedule of Performance. All services rendered pursuant to this Agreement
shall be performed diligently and within the time period established in Exhibit "C" (the
"Schedule of Performance'). Extensions to the time period specified in the Schedule of
Performance may be approved in writing by the Contract Officer.
3.3 Force Maieure. The time period specified in the Schedule of Performance for
performance of the services rendered pursuant to this Agreement shall be extended
because of any delays due to unforeseeable causes beyond the control and without the
fault or negligence of Consultant, including, but not restricted to, acts of God or of the
public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes,
freight embargoes, acts of any governmental agency other than City, and unusually
severe weather, if Consultant shall within ten (10) days of the commencement of such
delay notify the Contract Officer in writing of the causes of the delay. The Contract
Officer shall ascertain the facts and the extent of delay, and extend the time for
performing the services for the period of the forced delay when and if in his or her
judgment such delay is justified, and the Contract Officer's determination shall be final
and conclusive upon the parties to this Agreement.
3.4 Term. The term of this agreement shall commence on February 12, 2007
and terminate on June 30, 2007 (initial term). This agreement may be extended upon
mutual agreement by both parties (extended term). Unless earlier terminated in
accordance with Sections 7.7 or 7.8 of this Agreement, this Agreement shall continue in
full force and effect until completion of the services, except as otherwise provided in the
Schedule of Performance.
4.0 COORDINATION OF WORK
4.1 Representative of Consultant. The following principals of Consultant are
hereby designated as being the principals and representatives of Consultant authorized
to act in its behalf with respect to the work specified herein and make all decisions in
connection therewith:
Mr. Lew Gluesing, P.E., T.E., Vice President
Mr. William C. Pagett, P.E., Senior Vice President
Ms. Vanessa Munoz, P.E., T.E., Project Engineer
a. It is expressly understood that the experience, knowledge, capability, and
reputation of the foregoing principals were a substantial inducement for City to enter into
this Agreement. Therefore, the foregoing principals shall be responsible during the term
of this Agreement for directing all activities of Consultant and devoting sufficient time to
personally supervise the services hereunder.
The foregoing principals may not be changed by Consultant and no other
personnel may be assigned to perform the service required hereunder without the
express written approval of City.
4.2 Contract Officer. The Contract Officer shall be Timothy R. Jonasson, P.E..
Public Works Director/City Engineer or such other person as may be designated by the
City Manager of City. It shall be Consultants responsibility to assure that the Contract
Officer is kept informed of the progress of the performance of the services and
Consultant shall refer any decisions, which must be made by City to the Contract
Officer. Unless otherwise specified herein, any approval of City required hereunder
shall mean the approval of the Contract Officer.
4.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability and reputation of Consultant, its principals and employees were a
substantial inducement for City to enter into this Agreement. Except as set forth in this
Agreement, Consultant shall not contract with any other entity to perform in whole or in
part the services required hereunder without the express written approval of City. In
addition, neither this Agreement nor any interest herein may be assigned or transferred,
voluntarily or by operation of law, without the prior written approval of City.
4.4 Independent Contractor. Neither City nor any of its employees shall have
any control over the manner, mode or means by which Consultant, its agents or
employees, perform the services required herein, except as otherwise set forth.
Consultant shall perform all services required herein as an independent contractor of
City and shall remain at all times as to City a wholly independent contractor with only
such obligations as are consistent with that role. Consultant shall not at any time or in
any manner represent that it or any of its agents or employees are agents or employees
Of City.
4.5 City Cooperation. City shall provide Consultant with any plans, publications,
reports, statistics, records or other data or information pertinent to services to be
performed hereunder which are reasonably available to Consultant only from or through
action by City.
5.0 INSURANCE INDEMNIFICATION AND BONDS.
5.1 Insurance. Prior to the beginning of and throughout the duration of the Work
performed under this Agreement, Consultant shall procure and maintain, at its cost, and
submit concurrently with its execution of this Agreement, personal and public liability
and property damage insurance against all claims for injuries against persons or
damages to property resulting from Consultant's acts or omissions rising out of or
related to Consultant's performance under this Agreement. The insurance policy shall
contain a severability of interest clause providing that the coverage shall be primary for
losses arising out of Consultant's performance hereunder and neither City nor its
insurers shall be required to contribute to any such loss. A certificate evidencing the
foregoing and naming City and its officers and employees as additional insured shall be
delivered to and approved by City prior to commencement of the services hereunder.
The amount of insurance required hereunder shall be determined by the Contract
Sum in accordance with the following table:
Contract Sum Personal Iniury/Property Damage Coverage
Less than $50,000 $100,000 per individual; $300,000 per occurrence
$50,000 - $300,000 $250,000 per individual; $500,000 per occurrence
Over $300,000 $500,000 per individual; $1,000,000 per
occurrence
Any aggregate limit shall be at least double the occurrence limit required above.
Consultant shall carry automobile liability insurance of $1,000,000 per accident
against all claims for injuries against persons or damages to property arising out of the
use of any automobile by Consultant, its officers, any person directly or indirectly
employed by Consultant, any subcontractor or agent, or anyone for whose acts any of
them may be liable, arising directly or indirectly out of or related to Consultant's
performance under this Agreement. If Consultant or Consultant's employees will use
personal autos in any way on this project, Consultant shall provide evidence of personal
auto liability coverage for each such person. The term "automobile" includes, but is not
limited to, a land motor vehicle, trailer or semi -trailer designed for travel on public roads.
The automobile insurance policy shall contain a severability of interest clause providing
that coverage shall be primary for losses arising out of Consultant's performance
hereunder and neither City nor its insurers shall be required to contribute to such loss.
A certificate evidencing the foregoing and naming City and its officers and employees
as additional insured shall be delivered to and approved by City prior to commencement,
of the services hereunder.
Consultant shall carry Workers' Compensation Insurance in accordance with State
Worker's Compensation laws with employer's liability limits no less than $1,000,000 per
accident or disease.
Professional Liability or Errors and omissions Insurance as appropriate shall be
written on a policy form coverage specifically designed to protect against acts, errors or
omissions of the consultant and "Covered Professional Services" as designated in the
policy must specifically include work performed under this agreement. The policy limit
shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay
on behalf of the insured and must include a provision establishing the insurer's duty to
defend. The policy retroactive date shall be on or before the effective date of this
agreement.
Insurance procured pursuant to these requirements shall be written by insurers
that are admitted carriers in the State of California and with an A.M. Bests rating of "A"
or better and a minimum financial size VII.
All insurance required by this Section shall be kept in effect during the term of this
Agreement and shall not be cancelable without thirty (30) days written notice to City of
proposed cancellation, ten (10 days notice if cancellation is due to nonpayment of
premium. The procuring of such insurance or the delivery of policies or certificates
evidencing the same shall not be construed as a limitation of Consultant's obligation to
indemnify City, its officers, employees, contractors, subcontractors, or agents.
5.2 Indemnification.
a. General Indemnification Provision.
1. Indemnification for Professional Liability. When the law
establishes a professional standard of care for Consultant's Services, to the fullest
extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless
City and any and all of its officials, employees and agents ("Indemnified Parties") from
and against any and all claims, losses, liabilities of every kind, nature and description,
damages, injury (including, without limitation, injury to or death of an employee of
Consultant or subconsultants), costs and expenses of any kind, whether actual, alleged
or threatened, including, without limitation, incidental and consequential damages, court
costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert
witnesses incurred in connection therewith and costs of investigation, to the extent
same are cause in whole or in part by any negligent or wrongful act, error or omission of
Consultant, its officers, agents, employees or subconsultants (or any entity or individual
that Consultant shall bear the legal liability thereof) in the performance of professional
services under this agreement. With respect to the design of public improvements, the
Consultant shall not be liable for any injuries or property damage resulting from the
reuse of the design at a location other than that specified in Exhibit C without the written
consent of the Consultant.
2. Indemnification for Other Than Professional Liability. Other than
in the performance of professional services and to the full extent permitted by law,
Consultant shall indemnify, defend and hold harmless City, and any and all of its
employees, officials and agents from and against any liability (including liability for
claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory
proceedings, losses, expenses or costs of any kind, whether actual, alleged or
threatened, including, without limitation, incidental and consequential damages, court
costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert
witnesses) incurred in connection therewith and costs of investigation, where the same
arise out of, are a consequence of, or are in any way attributable to, in whole or in part,
the performance of this Agreement by Consultant or by any individual or entity for which
Consultant is legally liable, including but not limited to officers, agents, employees or
subconsultants of Consultant.
3. Standard Indemnification Provisions. Consultant agrees to obtain
executed indemnity agreements with provisions identical to those set forth herein this
section from each and every subconsultant or any other person or entity involved by,
for, with or on behalf of Consultant in the performance of this agreement. In the event
Consultant fails to obtain such indemnity obligations from others as required herein,
Consultant agrees to be fully responsible according to the terms of this section. Failure
of City to monitor compliance with these requirements imposes no additional obligations
on City and will in no way act as a waiver of any rights hereunder. This obligation to
indemnify and defend City as set forth herein is binding on the successors, assigns or
heirs of Consultant and shall survive the termination of this agreement or this section.
4. Indemnity Provisions for Contracts Related to Construction.
Without affecting the rights of City under any provision of this agreement, Consultant
shall not be required to indemnify and hold harmless City for liability attributable to the
active negligence of City, provided such active negligence is determined by agreement
between the parties or by the findings of a court of competent jurisdiction. In instances
where City is shown to have been actively negligent and where City's active negligence
accounts for only a percentage of the liability involved, the obligation of Consultant will
be for that entire portion or percentage of liability not attributable to the active
negligence of City.
b. Indemnification Provision for Design Professionals.
1. Applicability of Section 5.2(b). Notwithstanding Section 5.2(a)
hereinabove, the following indemnification provision shall apply to Consultants who
constitute "design professionals" as the term is defined in paragraph 3 below.
2. Scope of Indemnification. To the fullest extent permitted by law,
Consultant shall indemnify, defend, and hold harmless City and City's agents, officers,
officials, employees, representatives, and departments ("Indemnified Parties") from and
against any and all claims, losses, liabilities of every kind, nature and description,
damages, injury (including, without limitation, injury to or death of an employee of
Consultant or subconsultants), costs and expenses of any kind, whether actual, alleged
or threatened, including, without limitation, incidental and consequential damages, court
costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert
witnesses incurred in connection therewith and costs of investigation, that arise out of,
pertain to, or relate to, directly or indirectly, in whole or in part, the negligence,
recklessness, or willful misconduct of Consultant, any subconsultant, anyone directly or
indirectly employed by them or anyone that they control.
3. Design Professional Defined. As used in this Section 5.2(b), the
term "design professional" shall be limited to licensed architects, registered professional
engineers, licensed professional land surveyors and landscape architects, all as defined
under current law, and as may be amended from time to time by Civil Code § 2782.8.
5.3 Remedies. In addition to any other remedies City may have if Consultant
fails to provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option:
a. Obtain such insurance and deduct and retain the amount of the
premiums for such insurance from any sums due under this Agreement.
b. Order Consultant to stop work under this Agreement and/or withhold
any payment(s) which become due to Consultant hereunder until Consultant
demonstrates compliance with the requirements hereof.
C. Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to any other
remedies City may have. The above remedies are not the exclusive remedies for
Consultant's failure to maintain or secure appropriate policies or endorsements.
Nothing herein contained shall be construed as limiting in any way the extent to which
Consultant may be held responsible for payments of damages to persons or property
resulting from Consultant's or its subcontractors' performance of work under this
Agreement.
5.4 General conaicions PeRaffilliti w ivviawna . - -
Consultant. Consultant and City agree to the following with respect to insurance
provided by Consultant:
1. Consultant agrees to have its insurer endorse the third party general
liability coverage required herein to include as additional insureds City, its officials,
employees and agents, using standard ISO endorsement No. CG 2010 with an edition
prior to 1992. Consultant also agrees to require all contractors, and subcontractors to
do likewise.
2. No liability insurance coverage provided to comply with this Agreement
shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of
subrogation prior to a loss. Consultant agrees to waive subrogation rights against City
regardless of the applicability of any insurance proceeds, and to require all contractors
and subcontractors to do likewise.
3. All insurance coverage and limits provided by Contractor and available
or applicable to this agreement are intended to apply to the full extent of the policies.
Nothing contained in this Agreement or any other agreement relating to the City or its
operations limits the application of such insurance coverage.
4. None of the coverages required herein will be in compliance with these
requirements if they include any limiting endorsement of any kind that has not been first
submitted to City and approved of in writing.
5. No liability policy shall contain any provision or definition that would
serve to eliminate so-called "third party action over' claims, including any exclusion for
bodily injury to an employee of the insured or of any contractor or subcontractor.
6. All coverage types and limits required are subject to approval,
modification and additional requirements by the City, as the need arises. Consultant
shall not make any reductions in scope of coverage (e.g. elimination of contractual
liability or reduction of discovery period) that may affect City's protection without City's
prior written consent.
7. Proof of compliance with these insurance requirements, consisting of
certificates of insurance evidencing all of the coverages required and an additional
insured endorsement to Consultant's general liability policy, shall be delivered to City at
or prior to the execution of this Agreement. In the event such proof of any insurance is
not delivered as required, or in the event such insurance is canceled at any time and no
replacement coverage is provided, City has the right , but not the duty, to obtain any
insurance it deems necessary to protect its interests under this or any other agreement
and to pay the premium. Any premium so paid by City shall be charged to and promptly
paid by Consultant or deducted from sums due Consultant, at City option.
B. Certificate(s) are to reflect that the insurer will provide thirty (30) days
notice to City of any cancellation of coverage. Consultant agrees to require its insurer
to modify such certificates to delete any exculpatory wording stating that failure of the
insurer to mail written notice of cancellation imposes no obligation, or that any party will
"endeavor" (as opposed to being required) to comply with the requirements of the
certificate.
9. It is acknowledged by the parties of this agreement that all insurance
coverage required to be provided by Consultant or any subcontractor, is intended to
apply first and on a primary, non-contributing basis in relation to any other insurance or
self insurance available to City.
10. Consultant agrees to ensure that subcontractors, and any other party
involved with the project who is brought onto or involved in the project by Consultant,
provide the same minimum insurance coverage required of Consultant. Consultant
agrees to monitor and review all such coverage and assumes all responsibility for
ensuring that such coverage is provided in conformity with the requirements of this
section. Consultant agrees that upon request, all agreements with subcontractors and
others engaged in the project will be submitted to City for review.
11. Consultant agrees not to self -insure or to use any self -insured
retentions or deductibles on any portion of the insurance required herein and further
agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other
entity or person in any way involved in the performance of work on the project
contemplated by this agreement to self -insure its obligations to City, If Consultant's
existing coverage includes a deductible or self -insured retention, the deductible or self -
insured retention must be declared to the City. At that time the City shall review options
with the Consultant, which may include reduction or elimination of the deductible or self -
insured retention, substitution of other coverage, or other solutions.
12. The City reserves the right at any time during the term of the contract to
change the amounts and types of insurance required by giving the Consultant ninety
(90) days advance written notice of such change. If such change results in substantial
additional cost to the Consultant, the City will negotiate additional compensation
proportional to the increased benefit to City.
13. 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.
14. Consultant acknowledges and agrees that any actual or alleged failure
on the part of City to inform Consultant of non-compliance with any insurance
requirement in no way imposes any additional obligations on City nor does it waive any
rights hereunder in this or any other regard.
15. Consultant will renew the required coverage annually as long as City, or
its employees or agents face an exposure from operations of any type pursuant to this
agreement. This obligation applies whether or not the agreement is canceled or
terminated for any reason. Termination of this obligation is not effective until City
executes a written statement to that effect.
16. Consultant shall provide proof that policies of insurance required herein
expiring during the term of this Agreement have been renewed or replaced with other
policies providing at least the same coverage. Proof that such coverage has been
ordered shall be submitted prior to expiration. A coverage binder or letter from
Consultant's insurance agent to this effect is acceptable. A certificate of insurance
and/or additional insured endorsement as required in these specifications applicable to
the renewing or new coverage must be provided to City within five (5) days of the
expiration of coverages.
17. The provisions of any workers' compensation or similar act will not limit
the obligations of Consultant under this agreement. Consultant expressly agrees not to
use any statutory immunity defenses under such laws with respect to City, its
employees, officials and agents.
18. 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.
19. 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.
20. The requirements in this Section supersede all other sections and
provisions of this Agreement to the extent that any other section or provision conflicts
with or impairs the provisions of this Section.
21. Consultant agrees to be responsible for ensuring that no contract used
by any party involved in any way with the project reserves the right to charge City or
Consultant for the cost of additional insurance coverage required by this agreement.
Any such provisions are to be deleted with reference to City. It is not the intent of City
to reimburse any third party for the cost of complying with these requirements. There
shall be no recourse against City for payment of premiums or other amounts with
respect thereto.
Consultant agrees to provide immediate notice to City of any claim or loss against
Consultant arising out of the work performed under this agreement. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to monitor the
handling of any such claim or claims if they are likely to involve City.
6.0 RECORDS AND REPORTS.
6.1 Reports. Consultant shall periodically prepare and submit to the Contract
Officer such reports concerning Consultant's performance of the services required by
this Agreement as the Contract Officer shall require.
6.2 Records. Consultant shall keep such books and records as shall be
necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the cost and the performance of such services. Books and records
pertaining to costs shall be kept and prepared in accordance with generally accepted
accounting principals. The Contract Officer shall have full and free access to such
books and records at all reasonable times, including the right to inspect, copy, audit,
and make records and transcripts from such records.
6.3 Ownership of Documents. Originals of all drawings, specifications, reports,
records, documents and other materials, whether in hard copy or electronic form, which
are prepared by Consultant, its employees, subcontractors and agents in the
performance of this Agreement, shall be the property of City and shall be delivered to
City upon termination of this Agreement or upon the earlier request of the Contract
Officer, and Consultant shall have no claim for further employment or additional
compensation as a result of the exercise by City of its full rights of ownership of the
documents and materials hereunder. Consultant shall cause all subcontractors to
assign to City any documents or materials prepared by them, and in the event
Consultant fails to secure such assignment, Consultant shall indemnify City for all
damages suffered thereby.
In the event City or any person, firm or corporation authorized by City reuses said
documents and materials without written verification or adaptation by Consultant for the
specific purpose intended and causes to be made or makes any changes or alterations
in said documents and materials, City hereby releases, discharges, and exonerates
Consultant from liability resulting from said change. The provisions of this clause shall
survive the completion of this Contract and shall thereafter remain in full force and
effect.
6.4 Release of Documents. The drawings, specifications, reports, records,
documents and other materials prepared by Consultant in the performance of services
under this Agreement shall not be released publicly without the prior written approval of
the Contract Officer or as required by law. Consultant shall not disclose to any other
entity or person any information regarding the activities of City, except as required by
law or as authorized by City.
7.0 ENFORCEMENT OF AGREEMENT.
7.1 California Law. This Agreement shall be construed and interpreted 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
Consultant covenants and agrees to submit to the personal jurisdiction of such court in
the event of such action.
7.2 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 of the notice, or such longer period as may be permitted by the Contract
Officer; provided that if the default is an immediate danger to the health, safety and
general 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 Section 7.8.
7.3 Retention of Funds. City may withhold from any monies payable to
Consultant sufficient funds to compensate City for any losses, costs, liabilities, or
damages it reasonably believes were suffered by City due to the default of Consultant in
the performance of the services required by this Agreement.
7.4 Waiver. No delay or omission in the exercise of any right or remedy of a non
defaulting party on any default shall impair such right or remedy or be construed as a
waiver. City's consent or approval of any act by Consultant requiring City's consent or
approval shall not be deemed to waive or render unnecessary City's consent to or
approval of any subsequent act of Consultant. Any waiver by either party of any default
must be in writing and shall not be a waiver of any other default concerning the same or
any other provision of this Agreement.
7.5 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 She 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.
7.6 Legal Action. In addition to any other rights or remedies, either party may
take legal action, at law or at equity, to cure, correct or remedy any default, to recover
damages for any default, to compel specific performance of this Agreement, to obtain
injunctive relief, or to obtain any other remedy consistent with the purposes of this
Agreement.
7.7 Termination Prior To Expiration Of Term. This section shall govern any
termination of this Agreement, except as specifically provided in the following Section
7.8 for termination for cause. City reserves the right to terminate this Agreement at any
time, with or without cause, upon thirty (30) days' written notice to Consultant. Upon
receipt of any notice of termination, Consultant shall immediately cease all services
hereunder except such as may be specifically approved by the Contract Officer.
Consultant shall be entitled to compensation for all services rendered prior to receipt of
the notice of termination and for any services authorized by the Contract Officer
thereafter in accordance with the Schedule of Compensation or such as may be
approved by the Contract Officer, except as provided in Section 7.3.
7.8 Termination for Default of Consultant. If termination is due to the failure of
Consultant to fulfill its obligations under this Agreement, City may, after compliance with
the provisions of Section 7.2, take over work and prosecute the same to completion by
contract or otherwise, and Consultant shall be liable to the extent that the total cost for
completion of the services required hereunder exceeds the compensation herein
stipulated (provided that City shall use reasonable efforts to mitigate such damages),
and City may withhold any payments to Consultant for the purpose of setoff or partial
payment of the amounts owed City as previously stated in Section 7.3.
7.9 Attorneys' Fees. If either party commences an action against the other party
arising out of or in connection with this Agreement, the prevailing party shall be entitled
to recover reasonable attorneys' fees and costs of suit from the losing party.
8.0 CITY OFFICERS AND EMPLOYEES& NONDISCRIMINATION.
8.1 Non -liability of City Officers and Employees. No officer or employee of City
shall be personally liable to Consultant, or any successor in interest, in the event or any
default or breach by City or for any amount which may become due to Consultant or to
its successor, or for breach of any obligation of the terms of this Agreement.
8.2 Conflict of Interest. No officer or employee of City shall have any personal
interest, direct or indirect, in this Agreement nor shall any such officer or employee
participate in any decision relating to the Agreement which affects his or her personal
interest or the interest of any corporation, partnership or association in which she or he
is, directly or indirectly, interested, in violation of any State statute or regulation.
Consultant warrants that it has not paid or given and will not pay or give any third party
any money or general consideration for obtaining this Agreement.
8.3 Covenant aaainst Discrimination. Consultant 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 race, color, creed, religion, sex, marital status, national origin or
ancestry in the performance of this Agreement. Consultant shall take affirmative action
to insure that applicants are employed and that employees are treated during
employment without regard to their race, color, creed, religion, sex, marital status,
national origin or ancestry.
9.0 MISCELLANEOUS PROVISIONS
9.1 Notice. Any notice, demand, request, consent, approval, communication
either party desires or is required to give the other party or any other person shall be in
writing and either served personally or sent by prepaid, first-class mail to the address
set forth below. Either party may change its address by notifying the other party of the
change of address in writing. Notice shall be deemed communicated forty-eight (48)
hours from the time of mailing if mailed as provided in this section.
To City:
CITY OF LA QUINTA
Attention: Thomas P. Genovese
City Manager
78-495 Calle Tampico
P.O. Box 1504
La Quinta, CA 92247-1504
To Consultant:
WILLDAN
Attention: Lew Gluesing, P.E., T.E.
Vice President
13191 Crossroads Parkway North, Ste 405
Industry, CA 91746-3497
9.2 Integrated Agreement. This Agreement contains all of the agreements of the
parties and all previous understanding, negotiations and agreements are integrated into
and superseded by this Agreement.
9.3 Amendment. This Agreement may be amended at any time by the mutual
consent of the parties by an instrument in writing signed by both parties.
9.4 Severability. In the event that any one or more of the phrases, sentences,
clauses, paragraphs, or sections contained in this Agreement shall be declared invalid
or unenforceable by a valid judgment or decree of a court of competent jurisdiction,
such invalidity or unenforceability shall not affect any of the remaining phrases,
sentences, clauses, paragraphs, or sections of this Agreement which are hereby
declared as severable and shall be interpreted to carry out the intent of the parties
hereunder.
9.5 Authority. The persons executing this Agreement on behalf of the parties
hereto warrant that they are duly authorized to execute this Agreement on behalf of said
parties and that by so executing this Agreement the parties hereto are formally bound to
the provisions of this Agreement.
The Remainder of This Page Intentionally Left Blank
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates stated below.
CITY OF LA QUINTA a California municipal corporation
iz- ;�/Yl7
Thomas P. Genovese, City Manager Date
ATTEST =
Veronica J: Mqy Gino, CMC, City Clerk
APPROVED AS TO FORM:
ne Jensq`n,/City Attorney
ANT: WILLDAN
Lew Gluesing, P.E., T.E.
Title: Vice President
Exhibit A
Scope of Services
Consultant's scope of work to prepare the Citywide Speed Limit Study is attached and
made a part of this agreement.
CITY OF LA QUINTA
CITYWIDE SPEED LIMIT STUDY
STUDY APPROACH
PROJECT APPROACH
Willdan understands that the City of La Quinta is commissioning an Engineering and
Traffic (E&T) survey in order to establish and re -certify posted speed limits on 56 streets
throughout the City. This survey will be conducted in compliance with the provisions of
the California Vehicle Code (CVC), which require that such surveys be updated every 5
years to enable law enforcement agencies to perform radar enforcement. Recent
changes to the CVC have allowed this time period to be extended to 7 or 10 years if
specific conditions are met. The purpose of the code provisions is to guarantee that
posted speed limits are kept reasonably accurate and up-to-date.
Initially, a scoping meeting will be held with City Public Works, Police Department staff,
and Willdan's registered Traffic Engineer to establish the base information for the
survey. This meeting will serve as a forum for discussing the major aspects of the
project including the priority schedule for completing radar surveys, locations for radar
surveys, time of surveys (based on expected levels of traffic and congestion), and other
special conditions that may influence the results of the E&T survey.
At the meeting, relevant information to the project will be exchanged. Data requested of
the City will include:
1. Copy of the latest Engineering and Traffic Surveys;
2. Access to Statewide Integrated Traffic Records System (SWITRS) Reports or the
City's traffic record system for the last 3 years in electronic format; and
Willdan will provide samples of the Speed Survey Sheets, various Data Summary
Sheets, Collision History Summary Sheet, and Summary of Recommendations Chart for
pre -approval. A review of the current speed zone survey will be conducted with the
meeting's attendees to determine if it adequately addresses the survey requirements
and to identify any known changes in the existing roadway system since the last survey
was prepared.
The La Quinta E&T survey will be completed in accordance with the procedures
outlined in the California Manual on Uniform Traffic Control Devices (CAMUTCD)
Section 213.13 and as required by CVC Section 627.
WILLDAN 13
Serving Nbk A,mol
CITY OF LA QUINTA
CITYWIDE SPEED LIMIT STUDY
Willdan proposes to perform the required services as follows:
WORK PROGRAM
TASK 1 - COLLECT RADAR SPEED DATA
Radar speed data will be gathered for each of the 56 street segments including street
segment containing a raised median or designated as needing two surveys per segment
in the survey. The surveys shall not be conducted on weekends, school or civic
holidays, during congested peak traffic hours, or inclement weather conditions. The
data collected will consist of an optimum of 100 samples with 50 samples in each
direction but not less than 50 samples or more than 2 hours of measurement for each
segment. The information will be recorded on field tally sheets and will include date,
time, field conditions, weather and engineering calculations of the average speed, 85th
percentile speed, 10 mph pace speed, and percent -in -pace. The data collection will
meet the requirements of Section 2B.13 of the CAMUTCD.
Current radar speed data will be collected by a trained, certified radar operator using a
certified hand-held radar unit. The results will be analyzed to determine the average
speed, critical speed, and 10 mile -per -hour (MPH) pace.
The segment will be resurveyed if multiple peaks in distribution of speeds occur, too few
vehicles are in the pace (typically 70%), and the pace is too far from 85th percentile.
Task Deliverables: Radar Speed Survey Field Tally Sheets
TASK 2 — COLLECT TRAFFIC VOLUME DATA
Twenty-four hour directional machine traffic volume counts will be conducted by a traffic
counting company subconsultant for 56 street segments. The counts will not be
conducted on weekends, Mondays or Fridays. Traffic volume data will be collected in
hourly increments.
Task Deliverables: Raw Traffic Count Data Sheets for each segment indexed in
notebook
TASK 3 — FIELD REVIEW AND OTHER DATA COLLECTION
Using the existing survey data for reference, a field inspection and assessment of each
street segment will be conducted to determine traffic and roadway conditions that are
not readily apparent to motorists. Existing speed limit postings and locations will be
verified. Roadway and traffic conditions, major traffic control devices, adjacent land
use, and pedestrian activity will be noted. Any changes in roadway conditions since the
last survey was conducted will be identified and noted on the survey data sheets.
WILLDAN 14
Senmg Nbhi Agwo.
vie
CITY OF LA QUINTA
CITYWIDE SPEED LIMIT STUDY
Willdan will work with the City to evaluate unusual conditions on roadway segments. All
field inspections will be made on weekdays when school is in session.
TASK 4 - ANALYSIS
For each street segment, collision records for the most recent 3-year period using the
City's SWITRS or other automated collision reporting system will be reviewed and
summarized. Collision rates will be calculated and compared with the State of
California average collision rates for similar roadways and street segments. The results
will be summarized on survey data sheets and in tabular form.
The data gathered in the previous tasks will also be summarized on the survey data
sheets. Each survey data sheet will contain all of the information necessary to
determine the appropriate speed limit for each street segment surveyed. The statistical
report for each survey location will include 50th percentile speed, 85 h percentile speed,
10 mph pace speeds, range of all speeds surveyed, and other relevant information.
After collection of all data above, the survey data sheets will be analyzed to determine
the recommended speed limit based on the latest State requirements. The previous
reasons given in the past E&T Survey for reducing speed limits will be considered when
determining the recommended speed limits. The recommended speed limits will be
provided on the survey data sheets and summarized in tabular form in the Report.
Task Deliverables: Survey Data Sheets for each street segment
TASK 5 - PREPARE ENGINEERING AND TRAFFIC REPORT
All of the tasks in this project will be documented to form the basis of the Final E&T
Report. The Report will include a written explanation of "Realistic Speed Zoning" and
the requirements for conducting speed zone surveys. The Report will document the
methodology and procedures used for the survey, statistical analysis factors, field data
collection description, collision history, results and recommendations. It will also include
excerpts from the California Vehicle Code that pertain to the establishment of speed
limits.
The E&T Report will include a summary of recommendations and certification pages per
City standard that are often useful in presentation of information to City Council and for
use in the court system. A summary of recommendations will be prepared in chart form
including the street name, street segment, existing speed limit, recommended speed
limit, critical (85`h percentile) speed, mean speed, 10-mile per hour pace range, percent
in pace, date of survey, and reason for speed limit change from the 85th percentile.
Willdan carefully constructs the recommendations summary to include clear
descriptions of the application of "conditions not readily apparent to motorists" in order
WILLDAN 15
Swmnq Nb;m A,111e1
CITY OF LA QUINTA
CITYWIDE SPEED LIMIT STUDY
to facilitate consistent interpretation of the report by the court system. Other portions of
the Report will include:
• The methodology of the study including certification statement and radar speed
survey operational procedures.
A survey of the existing street conditions (geometrics, land uses, posting of
existing speed limit signs driveway frequency, pedestrians and bicycles,
schools).
• Crash Rate Analysis (data used and location where high crash rates may warrant
a reduction in the posted speed limit).
• Spot Speed Survey (method of data collection and software to calculate the
findings).
Other relevant information.
Findings and recommendations (including Tables 1-3 described above).
• Summary of Conclusions
Tables will summarize distance, direction, 85th percentile, 10 mile pace,
percentile in pace, ADT, actual accident rate, expected accident rate, posted
speed limit, proposed speed limit and remarks. Table 2 will include vertical
curve, horizontal curve, superelevation (%) shoulder conditions, profile
conditions, commercial driveway, pedestrian traffic, adjacent land use,
intersection spacing and offsets, pavement conditions, truck traffic,
channelization, street width, traffic flow, uniformity and on -street parking, and
Table 3 will include a speed map showing the speeds for the surveyed segments.
• Speed zone map similar to the one handed out at the January 8, 2007 meeting
Four (4) copies of the Draft E&T Report will be prepared and delivered to the City for
consideration by City staff. The Draft Report will include the recommended speed limits
and a list of recommended speed limit increases and decreases.
Following review and approval by City staff, ten (10) bound copies of the Final E&T
Report will be delivered to the City for approval by the City Council. The Final E&T
Report will include the recommended speed limits and a list of recommended speed
limit increases and decreases.
Task Deliverables: Four (4) copies of the Draft E&T Report
Ten (10) bound copies of the Final E&T Report with Maps
One (1) copy of the speed zone survey sheet, cumulative speed
curve sheet, and vehicle speed survey sheet for each location.
The sheets will be in compliance with Figure 213101-213104 of the
CAMUTCD.
WILLDAN 16
Serving Nbk Agencies
CITY OF LA QUINTA
CITYWIDE SPEED LIMIT STUDY
TASK 6 - MEETINGS
For the purposes of this proposal, three meetings with the City, and/or City Council, and
police department are included. Additional meetings beyond this can be attended on an
hourly basis based on Willdan's standard hourly rates.
WILLDAN 17
Serving Public All
Exhibit B
Schedule of Compensation
Payment shall be on a "Lump Sum" basis in accordance with the Consultants
Schedule of Compensation attached herewith for the work tasks performed in
conformance with Section 2.2 of the Agreement. Total compensation for all work under
this contract shall not exceed Twenty -Three Thousand Five Hundred Twenty Dollars
($23,620.00) except as specified in Section 1.6 - Additional Services of the Agreement.
FEE PROPOSAL
Division
$160
Supervising Sr. Design,
$145 $110
Design
$100
570
ProcessingHours Cost
0
40
40
90.6
34
62.5
8
0
0
0
0
0
0
0
0
0
0
0
$0
$2,800
$2,800
$7,280
$3,640
$5,880
$1,120
$0
$0
$o
$0
$0
$0
$0
$0
$0
$0
$0
Task 1- Collect Radar Speed Data
40
Task 2 - Collect Traffic Volume Data
40
Task 3 - Field Review and Other Data Collection
0.5
30
60
Task 4 - Analysis
2
28
2
2
Task 5 - Prepare Engineering and Traffic Report
15
20
12
2
4
Task 6- Meetings
2
4
2
Subtotal for Combined Components $720 $2,755 $5,500 $4,200 $10,045 $300
$23,520
Exhibit C
Schedule of Performance
Consultants Project Schedule is attached and made a part of this agreement.
Consultant shall complete services presented within the scope of work contained within
Exhibit "A" in accordance with the attached project schedule.
CITY OF LA QUINTA
CITYWIDE SPEED LIMIT STUDY
STUDY SCHEDULING
Willdan expects to be completed with all work, except submittal of the Final E&T Report
and Final Traffic Count Report as defined in the Scope of Work within 8 weeks after a
Notice -to -Proceed. Upon receipt of City comments on the Draft Reports, Willdan will
submit the final reports within 2 additional weeks. Willdan will proceed with due
diligence to complete all work in a timely and efficient manner.
WILLDAN 18
3erving P.bl" Agen ",
CITY OF LA QUINTA
CITYWIDE SPEED LIMIT STUDY
ID
Task Name
Duration
Start
Finish
February
March
April Ma
1/14 1/21 1/28 2/4 2/11 2/18 2/25 3/4 3/11 3/18 3/25
4/1 4/8 4/15 4/22 4/29 5/6 5/13 5/20 5/27
1
Engineering & Traffic Survey
66 days
Mon 2112107
Mon 5114107
2
Kick-off Meeting
1 day
Mon 2/12/07.
Mon 2/12/07
Task 1 - Collect Radar
20 days
Tue 2/13/07
Mon 3/12/07
3/12
3
Speed Data
Task 2 - Collect Traffic
20 days
Tue 2/13/07
Mon 3112/07
3112
4
Volume Data
Task 3 - Field Review and
{ 20 days
Tue 2113/07
Mon 3/12/07
3/12
5
Other Data Collection
Task 4 - Analysis
5 days
Tue 3/13/07
Mon 3/19107
3119
6
Task 5 - Prepare
15 days
Tue 3/20/07
Mon 4/9/07
419
7
Engineering and Traffic
Report
Submit to City for Review
1 day
Tue 4/10/07
Tue 4/10107
10
8
and Comment
City Review
3 wks
Tue 4/10/07
Mon 4/30107
4130
9
Revise Engineering and
2 wks
Tue 5/1/07
Mon 5/14/07
5114
10
Traffic Survey
Final Engineering and
1 day
Mon 5/14/07�
Mon 5/14/07
5114
11
Traffic Survey
Task
Summary
Deadline
Project: schedule
Date. Fri 212/07
Progress
® External Tasks
Meeting
o
External Milestone .
Page 1
Exhibit D
Special Requirements
PROJECT NO. 2006-14
PROFESSIONAL SERVICES AGREEMENT:
CITYWIDE SPEED LIMIT STUDY
CONSULTANT: WILLDAN
Attention: Lew Gluesing, P.E., Vice President
13191 Crossroads Parkway North, Suite 405
Industry, CA 91746-3497
CONTRACT AMENDMENT NO. 1
Pursuant to the terms of the original Contract Agreement, you are hereby
directed to make the herein described changes or do the following described
work not included in the plans and specifications for this Contract. Unless
otherwise stated all work shalt conform to the terms, general conditions, and
special provisions of the Contract.
DESCRIPTION OF CHANGE
This contract amendment authorizes Willdan to re-evaluate and survey the
following four segments:
Avenida Bermudas, between Calle Tampico and Avenue 52;
Fred Waring Drive, between Washington Street and Jefferson Street;
Westward Ho Drive, between Dune Palms Road and Roadrunner Lane; and
Westward He Drive, between Adams Street and Dune Palms Road.
The additional services will be performed in accordance with Wilidan's
Additional Work Request Number 1, dated October 5, 2007, which is
attached and made part of this contract amendment.
Previous Contract Amount Thru Contract Amendment No. -_0$23,520.00
Add this Amendment $1,480.00
Revised Contract Total $25,000.00
The contract completion date has been extended until December 31, 2007.