RGA Landscape Arch/Hwy 111 Median 09PROFESSIONAL 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 RGA Landscape Architects, Inc. ("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 Highway 111
Median Island Landscape Improvements, Project No. 2009-03, 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).
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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 heightened standard of quality and workmanship. Consistent
with Section 1.4 hereinabove, Consultant represents to City that it holds the
necessary skills and abilities to satisfy the heightened standard of 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 Seventy Seven Thousand One
Hundred Twenty -Five Dollars ($77,125) (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
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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 (1Oth)
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 Maleure. 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.
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3.4 Term. The term of this agreement shall commence on November 18,
2009 and terminate on August 31, 2010 (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:
a. Ronald Gregory, President
b. Rob Parker, Project Designer
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 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.
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4.4 Independent Contractor. Neither City nor any of its employees shall have
any control over the manner, mode or means by which 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 AND INDEMNIFICATION.
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 (on the general liability policy
only) shall be delivered to and approved by City prior to commencement of the
services hereunder.
The following policies shall be maintained and kept in full force and effect
providing insurance with minimum limits as indicated below and issued by insurers
with A.M. Best ratings of no less than A -:VI:
Commercial General Liability (at least as broad as ISO CG 0001)
$1,000,000 (per occurrence)
$2,000,000 (general aggregate)
Commercial Auto Liability (at least as broad as ISO CA 0001)
$1,000,000 (per accident)
Errors and Omissions Liability
$1,000,000 (per claim and aggregate)
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Workers' Compensation
(per statutory requirements)
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.
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.
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.
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.
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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
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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.
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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 Conditions pertaining to provisions of insurance coverage by
Consultant. Consultant and City agree to the following with respect to insurance
provided by Consultant:
1 . Consultant agrees to have its insurer endorse the third party general
liability coverage required herein to include as additional insureds City, its officials,
employees and agents, using standard ISO endorsement No. CG 2010 with an
edition prior to 1992. Consultant also agrees to require all contractors, and
subcontractors 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.
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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
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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.
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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
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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.
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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.
Last revised 6-30-09 - l4 -
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.
Last revised 6-30-09 - 15 -
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:
RGA Landscape Architects, Inc.
Attention: Ronald Gregory
President
74020 Alessandro, Suite E
Palm Desert, CA 92260
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.
Last revised 6-30-09 - t 6 -
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
//--l8' -D9
Thomas P. Genovese, City Manager Date
ATTEST:r
Veronica J. 1�,ontecino, CMC, City Clerk
APPROVED AS TO FORM:
1 �
i
M. Katherine Je son, City Attorney
CONSULTANT: RGA Landscape Architects, Inc.
n
Y.
d`
Na e: Ronald Gregory
Title: President
Date:
Last revised 6-30-09 - 17 -
Exhibit A
Scope of Services
The Consultant's Scope of Work, dated November 18, 2009, is attached and
made a part herewith.
Last revised 6-30-09 18
Exhibit A - Scope of Services
Our team will follow this process to prepare the design:
1. Pre -Design Phase
a. Pre -design meeting with the City to clarify project objectives and
requirements.
b. Project research, including review of existing documentation for the
site and review of existing site conditions.
c. Perform site visit to research / determine existing irrigation and lighting
utilities. Create existing utility base plan in AutoCAD format.
2. Concept Phase and Preparation of Highway 111 Design Guidelines
a. Preparation of up to four concepts, including plant palettes,
enlargements of selected areas, cross sections through street, 3D
street level exhibits and callouts for light fixtures.
b. Review with City Staff and selection of concept.
c. Preparation of Highway 111 Design Guidelines
d. Meeting with City staff and final revisions.
e. Meeting with local business owners.
f. Meeting with Architecture and Landscape Review Committee.
g. Meeting with City Planning Commission
h. Meeting with City Council.
3. Agency Approval Phase
a. Concept review, indicating adaptation of selected concept to the
medians from Adams to Jefferson, indicating new planting and lighting
elements. Includes 1 meeting with City staff and estimate of costs.
b. Final review and approval of concept, incorporating comments.
c. Preparation of construction documents, including:
i. Hardscape plan indicating paved elements (if any).
ii. Lighting and electrical plans, including new light fixtures,
circuiting, electrical connections and equipment specifications.
RGA Landscape Architects, Inc. November 18, 2009
iii. Irrigation improvement plans, including notes and details as
needed, and coordination with CVWD as needed, including
preparation of water use calculations.
iv. Planting plan, indicating existing trees to remain and all new
plant material in common and botanical names, quantities and
sizes.
v. Specifications.
vi. Details.
vii. Updated estimate of costs.
d. Plan check submittals to the City at 85-90%, 100% and preliminary
final. Includes 2 meetings with the City.
e. Submittal to City for staff approval.
f. Submittal of CVWD and staff approved PS&E to City Council.
Includes 1 meeting with the City.
4. Bid Phase
a. Technical support during bidding and award process, and preparation
of bid schedule.
b. Attendance at pre -bid meeting.
5. Construction Phase
Construction phase services, if requested, will be by separate agreement.
Exclusions:
1. Grading design is not included in our scope or work.
2. Hydrology, hydraulic calculations, storm drain system and/or retention are not
included.
3. Legals, exhibits or easements are not included.
4. Pothole coordination, as -built survey, and as -build plan not included.
RGA Landscape Architects, Inc. November 18, 2009
Exhibit B
Schedule of Compensation
Payment shall be percentage of completion 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 Seventy Seven Thousand One
Hundred Thirty Dollars ($77,130) except as specified in Section 1.6 - Additional
Services of the Agreement.
Reimbursable Expenses are included in the total contract amount and shall be billed
at cost without markup.
Last revised 6-30-09 19
1
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.
Last revised 6-30-09 20
rre-uesign
-
11/23/09
Meeting
11/23/09
Research
11/23/09
Base Information
11/23/09
Concept Phase
11/30/09
Preparation of Concepts
11/30/09
Meetings with Staff and Revisions
12/10/09
Meeting with Local Business Owners
1/14/10
Meeting with ALRC
2/3/10
Meeting with Planning Commission
2/23/10
Meeting with City Council
3/16/10
Agency Approval
3/17/10
Concept Design
3/17/10
City / Team Meeting
3/30/10
Revisions
3/31/10
City/Team Meeting -Final Concept Approval
4/7/10
85% Construction Documents
4/8/10
City Meeting
5/6/10
100% Construction Documents
5/7/10
Screen Check
5/21/10
Revisions
6/2/10
Submit to CVWD
6/9/10
Resubmittal Check/Staff Approval
7/8/10
Submit City Approved Plan to City Council
7/22/10
Resubmit to CVWD
7/23/10
Bid Phase
7/23/10
Pre -Bid Meetina
719'Ailn
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Exhibit D
Special Requirements
None.
Last revised 6-30-09 21
Lw�
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ti
PROJECT NO. 2009-03
PROFESSIONAL SERVICES AGREEMENT:
Highway 111 Median Island Landscape Improvements
CONSULTANT: RGA Landscape Architects, Inc.
Attention: Ronald Gregory, President
74020 Alessandro, Suite E
Palm Desert, CA 92260
CONTRACT AMENDMENT NO. 1
###xx###x####x###xx###xxx##x###xx##xx###xx###xx###x##xx###xx####xx###x###x##xx
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 Contract.
##xx###x###xx##xx##xxx####x###x###xx##xx###xx###xx###x#######xx#######xx##xx##
DESCRIPTION OF CHANGE
This contract amendment authorizes the consultant to provide a conceptual design for the
parkway on Highway 111 in front of the proposed auto dealerships
####xx####x###x##xx####x########x###xxxx######zx#xx####x###x###xx##xx###x###x#
Previous Contract Amount Through Contract Amendment No. -0- $77,125.00
Add this Amendment $17,000.00
Revised Contract Total $94,125.00
The contract completion date is not affected by this contract amendment.
###x###x##xx########xx###xx###xx###xx###xx###xx##xx##x###xx###x####x####x##xx#
Submitted Date:
Approved ( 1/ LSDY� Date:
By:
###x##x###xx###x###xx####xx#xxx####x####xx##xx###x##x###x####x####xx##xx##xx##
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
complete the above ci work, a er by ac pt as full payment the amount shown above.
Accepted By: Title: v 1G2 T (C' Si 4414
Consultant: ���/�t l DtJ17SGFP£� tH4lS(� Date: %• t9 • i D
a
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440� w
cF'v OF
PROJECT NO. 2009-03
PROFESSIONAL SERVICES AGREEMENT:
Highway 111 Median Island Landscape Improvements
CONSULTANT: RGA Landscape Architects, Inc.
Attention: Ronald Gregory, President
74020 Alessandro, Suite E
Palm Desert, CA 92260
CONTRACT AMENDMENT 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 Contract.
DESCRIPTION OF CHANGE
This contract amendment authorizes the consultant to provide photo simulations depicting the
auto center and median islands and to prepare cost estimates for the public and private
improvements. The additional work will be performed in accordance with the consultant's
Additional Work Request (AWR), dated September 10, 2010, attached and made apart hereof.
Previous Contract Amount Through Contract Amendment No. -1- $94,125.00
Add this Amendment $3,350.00
Revised Contract Total $97,475.00
The contract completion date is extended through June 30, 2011.
Submitted Date:
By:
Approved Date: %D
By:
*********xxxxx**********x*xxx***********x*xx***********xx*x*******xxx*********
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
complete the above specified work, and hereby accept as full payment the amount shown above.
Accepted By: (A t 4W, �( S�ik �/ Title: , P.
Consultant: ///a�/l �L-- Date: I D • S• 1 D
0 C
RGA LANDSCAPE ARCHITECTS, INC.
AUTHORIZATION FOR ADDITIONAL SERVICES
DATE: September 10, 2010
PROJECT: La Quinta Highway 111
PROJECT NO: R0941
SUBJECT: Additional Photo Simulations and Cost Estimates
FROM: Bill Kortsch
TO: Nick Nickerson (nnickerson@naiconsulting.com)
C: Ron Gregory, RGA Landscape Architects, Inc.
Rob Parker, RGA Landscape Architects, Inc.
As requested by the City of La Quinta, RGA will provide the following additional services for the
Highway 111 corridor.
1. Prepare three additional photo simulations depicting the auto center and median islands.
2. Prepare additional cost estimates for the public and private improvements, as coordinated
with the City.
Fee: Our fee for the additional services will be as follows:
1. Photo simulations: 3 @ $750 = $2,250.00
2. Cost estimates: 6 hours @ $135/hr = $ 810.00
3 hours @ $80/hr = $ 240.00
1 hour @ $50 = 50.00
Total: $1,100.00
All other provisions of our existing agreement will remain as stated.
Please sign and return one copy of this authorization to initiate commencement of work.
Signed
BK/bc
Dated
74020 Alessandro, Suite E . Palm Desert, CA 92260 • 760-568-3624 . FAX • 760-773-5615
1850 Fifth Ave., Suite 8 • San Diego, CA 92101 .619-293-0589 • w .rga-pd.com
CA Lic. #1532 • AZ Lic. #13754 . NV Lic. #94