2007 Willdan Engineering - Traffic Engineering01
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 professional traffic
engineering services, 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 Consultant's profession
who are regularly retained to perform services on projects 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 One Hundred Thousand Dollars
($100,000 the Contract Sum") during the initial six month term, 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 in
conducting City business, telephone expense, and similar costs and expenses
when and if specified in the Schedule of Compensation. Consultant's hourly rates
include all costs for transportation to and from work.
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 thirty (30) days after invoices are received by the
City's Finance Department.
3.0 PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
3.2 Schedule of Performance. All services rendered pursuant to this
Agreement 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 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 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 January 1, 2008
and terminate on June 30, 2008 (initial term). This agreement may be extended
for one additional year 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:
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 or
such other person as may be designated by the City Manager of City. It shall be
Consultant's responsibility to assure that the Contract Officer is kept informed of
the progress of the performance of the services and Consultant 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 550,000 $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. 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.
t. 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 Qr 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.
G. 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 Conditions pertaining to provisions of insurance co
Consultant. Consultant and City agree to the following with respect to
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.
8. 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 that 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 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.
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 against 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, California 92247-1504
To Consultant:
WILLDAN
Attention: Lew Gluesing, Vice President
13191 Crossroads Pkwy. N. Ste 405
Industry, California 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.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates stated below.
CITY OF LA QUINTA a California municipal corporation
Thomas P. Genovese, City Manager Date
APPROVED AS TO FORM:
/Oatherin�J-e4n, torne
MK y
CONSULTANT: W I L-L-MN
By:
Name: 1409001? L. CjLIX-*lWCa j
Title: 11[e—j—'oW¢%p*N'C
Date: 11 •150 - 0 1
crXiverr
WILL-DAN
Sen�iny Public A9ear;ies
November 21, 2007
Mr. Tim Jonasson, P.E.
Public Works Director/City Engineer
City of La Quinta
78,495 Calle Tampico
La Quinta, CA 92253
Subject: Proposal for City Traffic Engineering Services
Dear Mr.Jonasson:
13191 Crossroaas Parkway North, Suite 41)b
Industry, California 91746-3497
562/908-6200 fax 5621695-2120
www wilidan wm
RECEIVED
NOV-2 9 Z007
PUBLIC WORKS
W illdan is pleased to submit this proposal to the City of La Quinta to provide professional traffic
engineering services. Based on our understanding of the requested services, we propose to
provide a professional traffic engineer, licensed to practice in the State of California, to serve the
City as its City Traffic Engineer.
The individual assigned to act in this capacity by Willdan will be available to provide the following
tasks upon specific request by City staff.
• Serve as technical advisor to City staff on a regular basis or when called upon by City staff.
Y Investigate and report on requests, suggestions, and complaints from citizens, homeowners
groups, school authorities, or the police department involving traffic -related issues.
Y Investigate and report on locations which have been identified as experiencing an atypical
number of reported traffic collisions.
C Assist the City with traffic signal timing and operation of the City's traffic signals.
Y Assist City staff with periodic budget preparation fortraffic-related maintenance activities and
capital improvement projects.
0 Be available to make technical presentations before the City's Planning Commission and
City Council on traffic -related matters.
Y Attend various meetings (scheduled on the consultant's office day during working hours) and
make technical presentations.
• Assist City staff and City attorney's office on traffic -related matters involving claims and
litigation against the City.
• Recommend policies and procedures on traffic -related matters involving risk management.
In addition to the above -traffic -operational tasks, Willdan's assigned individual will be available to
assist the Community Services Department with the following tasks:
Review of Traffic Impact Reports for proposed development.
November 21, 2007
Page 2
Review circulation studies for General and Specific Plans.
Through Willdan's technical staff, review transportation modeling studies.
Assist with conditioning proposed development for appropriate public works improvements.
Willdan, through the use of a traffic data collection firm, will provide traffic count information on an
"a$ needed" basis.
Willdan proposes to assign Mr. William "Rusty" Beardsley, P.E., to the City of La Quinta to serve as
City Traffic Engineer. Mr. Beardsley is very uniquely qualified to serve the City of La Quinta as its
City Traffic Engineer. He has over 18 years of experience in traffic engineering including 12 years
specializing in municipal traffic engineering.
Mr. Beardsley is currently available to serve the City routinely up to 24 hours/week. Willdan can
offer flexible weekly hours and alternative off -site work hours as high priority tasks require. In
addition, Mr. Beardsley will remain accessible to the community and City staff by telephone, mobile
phone, and e-mail during normal business hours.
Willdan proposes to assign Mr. Beardsley at a reduced billing rate of $150 per hour. This rate
includes the usual overhead expenses and all automobile -related expenses, except mileage
expenses while on City business. We suggest that word processing be normally done by City staff.
Willdan can provide this service along with other technical support, which would be billed at our
standard billing rates as described on the enclosed Schedule of Hourly Rates. Mileage costs while
on City business would be invoiced at the then current federal rate for mileage reimbursement.
Other indirect expenses, such as reproduction, printing and mailing and delivery fees would be billed
at the direct cost of the expense.
Willdan sincerely appreciates this opportunity to offer Mr. Beardsley as the City's Traffic Engineer.
Should you have any questions or desire additional information regarding this proposal, please
contact Mr. Lew Gluesing at (562) 908-6291.
Respectfully submitted,
LLDAN
Lew Gluesing, P.E., T.E., P.T.O.E.
Vice President
Enclosures
LG:mh
95610-07\06-1601P07-283R1
William C. Pagett, P.E.
Senior Vice President
WILLDAN
Schedule of Hourly Rates
Effective
Principal Engineer ...............................................
$190.00
Division Manager ............. ................
................ 170.00
City Engineer............................................................170.00
City Traffic Engineer..................................................170.00
ProjectMalnager........................................................170.00
Program Manager......................................................170.00
Supervising Engineer.................................................155.00
SeniorEngineer.........................................................140.00
Senior Design Manager.............................................140.00
Design Manager........................................................130.00
Associate Engineer....................................................130.00
Senior Designer.........................................................125.00
Senior Design Engineer 11..........................................125.00
Senior Design Engineer I...........................................120.00
DesignerII.................................................................115.00
DesignerI..................................................................110.00
Design Engineer II.....................................................115.00
Design Engineer I......................................................110.00
SeniorDrafter............................................................105.00
Drafter11.......................................................................95.00
DrafterI........................................................................90.00
TechnicalAide ....................................................
80.00
CONSTRUCTION MANAGEMENT
Division M$nager.......................................................170.00
Project Manager ...... .............................
.............170.00
Senior Construction Manager....................................150.00
Construction Manager...............................................140.00
Assistant Construction Manager................................115.00
Utility Coordinator......................................................120.00
Labor Compliance Manager......................................115.00
Labor Compliance Specialist.......................................90.00
INSPECTION SERVICES
Supervising Public Works Observer .......................115.00
Senior Public Works Observer............................105.00
Public Works Observer ............................ .**95.00/105.00
Assistant Public Works Observer .... ..... .... ..**95.00/105.00
SURVEYING
Division Manager.......................................................170.00
Supervisor. Survey & Mapping.................................150.00
Senior Survey Analyst................................................125.00
Senior Calculator.......................................................115.00
Calculator 11................................................................105.00
Calculator Il..................................................................95.00
Survey Analyst II........................................................110.00
Survey Analyst I..........................................................95.00
Survey Party Chief.....................................................110.00
Field Party (One)..............................................170.00
Field Party
(Two).......................................................225.00
Field Party
(Three) .....................................................285.00
to
Division Manager.......................................................170.00
Principal Landscape Architect....................................145.00
Senior Landscape Architect.......................................120.00
Associate Landscape Architect..................................110.00
Assistant Landscape Architect....................................95.00
BUILDING AND SAFETY
Division Manager.......................................................170.00
Supervising
Plan Check Engineer.............................145.00
Building
Official..........................................................145.00
Plan Check Engineer.................................................135.00
Deputy Building Official..............................................135.00
Inspector of Record...................................................135.00
Senior Plans Examiner..............................................120.00
Supervising Building Inspector...................................120.00
Plans Examiner..........................................................110.00
Senior Building Inspector...........................................110.00
Supervisor Code Enforcement...................................110.00
Building Inspector .......................................
**100.00/105.00
Supervising Construction Permit Specialist
...............100.00
Senior Construction Permit Specialist ..........................95.00
Senior Code Enforcement Officer................................90.00
Assistant Building Inspector ....... ............. ......
**90.00/105.00
Code Enforcement Officer...........................................75.00
Construction Permit Specialist.....................................75.00
Assistant Construction Permit Specialist .....................80.00
Plans Examiner Aide....................................................70.00
Assistant Code Enforcement Officer...........................65.00
PLANNING
Division Manager.......................................................170.00
Principal Planner........................................................145.00
Principal Community Development Planner..............145.00
Senior Planner...........................................................125.00
Senior Community Development Planner..................125.00
Associate Planner......................................................110.00
Associate Community Development Planner ............110.00
Assistant Community Development Planner .............1M.00
Assistant Planner......................................................100.00
Planning Technician.....................................................80.00
Community Development Technician ..........................80.00
ADMINISTRATIVE
Computer Data Entry ...................................................60.00
Clerical.........................................................................60.00
Word Processing.........................................................60.00
Personal Computer Time.............................................25.00
Mileage reimbursement will be charged at the current Federal
guideline rate at the time of billing. Vehicles will be charged at a
monthly rate of $500.00.
** Prevailing Wage Project, Use $105 00
Additional billigg classifications may be added to the above listing during the year as new positions are created. Consultation in connection with litigation and
court appearances will be quoted separately. The above schedule is for straight time. Overtime will be charged at 1.25 times, and Sundays and holidays, 1.70
times the standard rates. Blueprinting, reproduction, messenger services, and printing will be invoiced at cost. Valid July 1, 2007 thru June 30. 2008.
William J.'Rusty' Beardsley, T.E.
City Traffic Engineer
Education
Prior to joining Willdan, Mr. William "Rusty" Beardsley served 12 years with
Bachelor of Science,
the City of Corona (pop 150,000) in their traffic engineering section, the last 7
Clarkson University,
of which were spent as the City's Traffic Engineer. In this position. Mr
Potsdam, NY
Beardsley directed a nine -person staff and had full responsibility for all aspects
of the City's day-to-day traffic operations as well as future planning.
Registration
Specifically, this included, but was not limited to the following:
Registered Traffic Engineer,
California No. TR 1784
• Signal timing and maintenance (140 signals).
• Implementing a state-of-the-art Advance Traffic Management System
Affiliations
(ATMS) and Traffic Management Center (TMC).
Institute of Transportation
• Traffic Impact Study review.
Engineers
Neighborhood traffic calming measures.
Traffic Signal Association
• Signal, striping and traffic control plans.
• Citywide signing and striping
Yw 9 9 li g program.
City Traffic Engineers
On -street parking restrictions.
Association
Warrants for signals, stop signs, crossing guards and Traffic and
Engineering (speed limit) surveys.
78 Years Experience
Interface with citizens and public officials.
• Close coordination with police as well as other City departments.
• Creating reports and graphics for presentations.
• School circulation plans.
• Input to traffic model and Circulation Element of the General Plan.
• Accident history analysis.
Prior to his employment with the City of Corona, Mr. Beardsley worked 6 years
for Albert Grover & Associates and Mohle, Grover & Associates. His
responsibilities included signal and signing/striping design as well as
developing interconnect and coordinated signal timing systems. He also
handled the company's field engineering and was the inspector on all the
companies design/build signal installations. Mr. Beardsley also has prior
experience as an estimator with a traffic signal construction company.
Exhibit B
Schedule of Compensation
Payment shall be on a "Fixed Fee" basis in accordance with the Consultant's
Schedule of Hourly Rates attached herewith for the work tasks performed in
conformance with Section 2.2 of the Agreement.
Total compensation for all work under this contract during the initial term shall
not exceed One Hundred Thousand Dollars ($100,000) which includes the Traffic
Engineer hourly rate, mileage and other expenses for the initial term of the
Agreement, except as specified in Section 1.6 - Additional_ Services of the
Agreement.
City Traffic Engineer services will be billed at a rate of $150 per hour.
Consultant's hourly rates include all costs for transportation to and from work.
Consultant may be reimbursed for mileage while conducting City business.
Other non -wage costs directly related to the project will be billed at cost.
Exhibit C
Schedule of Performance
The initial term for this agreement shall be January 1, 2008 through June 30,
2008, unless extended in accordance with Section 3.4 of this agreement.
Exhibit D
Special Requirements
The City will provide office space, telephone and a computer. Consultant
will provide his/her own transportation.
i
PROFESSIONAL SERVICES AGREEMENT: Interim Traffic Engineering
Services
CONSULTANT: Willdan
Herbert L. Gluesing, Jr., Vice President
CONTRACT CHANGE ORDER NO. 1
Sheet 1 of 1
PROJECT NO.
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
shall conform to the terms, general conditions, and special provisions of the original Contract.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
DESCRIPTION OF CHANGE The existing Professional Services Agreement (PSA) expires on June 30, 2008. This change
order will extend the PSA for an additional 6 months, making the expiration date December 31, 2008, and approve additional
funding in the amount of $100,000.00 to cover expenses for these services through December 31, 2008.
Previous 6-month Contract Amount
1 $100,000.00
Add this Change Order No. 1
$100,000.00
Revised Contract Total
1 $200,000.00
By reason of this contract change order the time of completion Is adjusted as follows: 6 months added to contract time.
The original contract completion date shall be: 12/3l/08
Submitted
Approved
We, the undersigned Consultant, have given careful consideration to the change proposed and hereby agree, if this
proposal is approved, that we will provide all equipment, furnish all materials, perform all labor, except as may be noted above,
and perform all services necessary to es lete, tye above specified work, and hereby accept as full payment the amount
shown above. � / 1
Accepted
Title: VIG�- ka:�W21QW
Consultant: W I"12--AW Date: A". r1. i)b
C\DOCUMENTS AN D SETTINGS\LGLUESING\LOCALSETTINGS\TEMPORARY INTERNET FILES\OLKA\CA- ATTACH 1 PSA AMEND WIILDAN R BEARDSLEY DOC 4/17/08
PROFESSIONAL SERVICES AGREEMENT
Sheet of 1
Interim Traffic Engineering PROJECT NO.
Services
CONSULTANT: Willdan
Herbert L. Gluesing, Jr., Vice President
CONTRACT CHANGE ORDER NO. 2
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
shall conform to the terms, general conditions, and special provisions of the original Contract.
*++++++++x++++++++xx+xx+x++x++++x+++*xxx++++++x+xx+x+x+x++x+++++x++++x+x++xxx++xx+++++++++
DESCRIPTION OF CHANGE The existing Professional Services Agreement (PSA) expires on June 30, 2008. Change order
No. 1 extended the PSA for an additional 6 months, making the expiration date December 31, 2008, and approved additional
funding in the amount of $100,000.00 to cover expenses for these services through December 31, 2008. Change Order No. 2
will extend the PSA for an additional 6 months, making the expiration date June 30, 2009, and approve additional funding in the
amount of $100,000.00 to cover expenses for these services through June 30, 2009.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Previous 6-month Contract Amount
$100,000.00
Change Order No. 1
$100,000.00
Add this Change Order No. 2
$100,000.00
Revised Contract Total
$300,000.00
By reason of this contract change order the time of completion is adjusted as follows: 6 months added to contract time.
The original contract completion date shall be: 6130/09
+++++++x+xx+x+++++xxxx+x+xx++x+xxxx+xx+x+++++++++++++xxxx+xx+xxx+++++++x++++++++++++++x++x
Submitted
Approved
+++++++++++++xx+xx++++++x+++x++++++++x+++++xx+x+x+++x++x++xxx+++xxxxx++xxxxx++x+xxxx++++++
We, the undersigned Consultant, have given careful consideration to the change proposed and hereby agree, if this
proposal is approved, that we will provide all equipment, furnish all materials, perform all labor, except as maybe noted above,
and perform all services necessary to complete the above specified work, and hereby accept as full payment the amount shown
above. /i i
Accepted
Consultant: WI-r--5*1.4 Date: H - &- 0b
T'\COUNCIL@008412-2-08\CD-ATTACH 1 PSA AMEND W iILDAN R BEARDSLEY DOC
11/19/08