2020-23 GHD, Inc - Highway 111 Corridor - Form-Based Code Project 2019-05MEMORANDUM
DATE:
TO:
FROM:
RE:
Please list the Contracting Party / Vendor Name, type of agreement to be executed, including any change orders or
amendments, and the type of services to be provided. Make sure to list any related Project No. and Project Name.
Authority to execute this agreement is based upon:
___ Approved by City Council on ___________________________________________
___ City Manager’s signing authority provided under the City’s Purchasing Police
[Resolution No. 2019-021] for budget expenditures of $50,000 or less.
___ Department Director’s or Manager’s signing authority provided under the City’s
Purchasing Policy [Resolution No. 2019-021] for budget expenditures of $15,000 and
$5,000, respectively, or less.
Procurement Method (one must apply):
___ Bid ___ RFP ___ RFQ ___ 3 written informal bids
___ Sole Source ___ Select Source ___ Cooperative Procurement
Requesting department shall check and attach the items below as appropriate:
___ Agreement payment will be charged to Account No.: _____________________
___ Agreement term: Start Date ________________ End Date ________________
___ Amount of Agreement, Amendment, Change Order, etc.: $____________________
REMINDER: Signing authorities listed above are applicable on the aggregate Agreement amount,
not individual Amendments or Change Orders!
___ Insurance certificates as required by the Agreement for Risk Manager approval
Approved by: ______________________________ Date: _______________
___ Bonds (originals)as required by the Agreement (Performance, Payment, etc.)
___ Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s)
NOTE: Review the “Form 700 Disclosure for Consultants” guidance to determine if a Form 700 is
required pursuant FPPC regulation 18701(2)
___ Business License No. __________________; Expires: __________________
___ Requisition for a Purchase Order has been prepared (Agreements over $5,000)
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AGREEMENT FOR CONTRACT SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (the “Agreement”) is made
and entered into by and between the CITY OF LA QUINTA, (“City”), a California
municipal corporation, and GHD, Inc., a Corporation (“Contracting Party”).
The parties hereto agree as follows:
1. SERVICES OF CONTRACTING PARTY.
1.1 Scope of Services. In compliance with all terms and conditions of
this Agreement, Contracting Party shall provide those services related to
Highway 111 Corridor Form Based Code Planning and Engineering Services,
Project No. 2019-05, as specified in the “Scope of Services” attached hereto
as “Exhibit A” and incorporated herein by this reference (the “Services”).
Contracting Party represents and warrants that Contracting Party is a provider
of first-class work and/or services and Contracting Party is experienced in
performing the Services contemplated herein and, in light of such status and
experience, Contracting Party covenants that it shall follow industry standards
in performing the Services required hereunder, and that all materials, if any,
will be of good quality, fit for the purpose intended. For purposes of this
Agreement, the phrase “industry standards” shall mean those standards of
practice recognized by one or more first-class firms performing similar
services under similar circumstances.
1.2 Compliance with Law. All Services rendered hereunder shall be
provided in accordance with all ordinances, resolutions, statutes, rules,
regulations, and laws of the City and any Federal, State, or local governmental
agency of competent jurisdiction.
1.3 Wage and Hour Compliance, Contracting Party shall comply with
applicable Federal, State, and local wage and hour laws.
1.4 Licenses, Permits, Fees and Assessments. Except as otherwise
specified herein, Contracting Party shall obtain at its sole cost and expense
such licenses, permits, and approvals as may be required by law for the
performance of the Services required by this Agreement, including a City of
La Quinta business license. Contracting Party and its employees, agents, and
subcontractors shall, at their sole cost and expense, keep in effect at all times
during the term of this Agreement any licenses, permits, and approvals that
are legally required for the performance of the Services required by this
Agreement. Contracting Party shall have the sole obligation to pay for any
fees, assessments, and taxes, plus applicable penalties and interest, which
may be imposed by law and arise from or are necessary for the performance
of the Services required by this Agreement, and shall indemnify, defend (with
counsel selected by City), and hold City, its elected officials, officers,
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employees, and agents, free and harmless against any such fees,
assessments, taxes, penalties, or interest levied, assessed, or imposed
against City hereunder. Contracting Party shall be responsible for all
subcontractors’ compliance with this Section.
1.5 Familiarity with Work. By executing this Agreement, Contracting
Party warrants that (a) it has thoroughly investigated and considered the
Services to be performed, (b) it has investigated the site where the Services
are to be performed, if any, and fully acquainted itself with the conditions
there existing, (c) it has carefully considered how the Services should be
performed, and (d) it fully understands the facilities, difficulties, and
restrictions attending performance of the Services under this Agreement.
Should Contracting Party discover any latent or unknown conditions materially
differing from those inherent in the Services or as represented by City,
Contracting Party shall immediately inform City of such fact and shall not
proceed except at Contracting Party’s risk until written instructions are
received from the Contract Officer, or assigned designee (as defined in
Section 4.2 hereof).
1.6 Standard of Care. Contracting Party acknowledges and
understands that the Services contracted for under this Agreement require
specialized skills and abilities and that, consistent with this understanding,
Contracting Party’s work will be held to an industry standard of quality and
workmanship. Consistent with Section 1.5 hereinabove, Contracting Party
represents to City that it holds the necessary skills and abilities to satisfy the
industry standard of quality as set forth in this Agreement. Contracting Party
shall adopt reasonable methods during the life of this Agreement to furnish
continuous protection to the Services performed by Contracting Party, and the
equipment, materials, papers, and other components thereof to prevent losses
or damages, and shall be responsible for all such damages, to persons or
property, until acceptance of the Services by City, except such losses or
damages as may be caused by City’s own negligence. The performance of
Services by Contracting Party shall not relieve Contracting Party from any
obligation to correct any incomplete, inaccurate, or defective work at no
further cost to City, when such inaccuracies are due to the negligence of
Contracting Party.
1.7 Additional Services. In accordance with the terms and conditions
of this Agreement, Contracting Party shall perform services in addition to
those specified in the Scope of Services (“Additional Services”) only when
directed to do so by the Contract Officer,or assigned designee,provided
that Contracting Party shall not be required to perform any Additional Services
without compensation. Contracting Party shall not perform any Additional
Services until receiving prior written authorization (in the form of a written
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change order if Contracting Party is a contractor performing the Services) from
the Contract Officer,or assigned designee,incorporating therein any
adjustment in (i)the Contract Sum, and/or (ii)the time to perform this
Agreement, which said adjustments are subject to the written approval of
Contracting Party. It is expressly understood by Contracting Party that the
provisions of this Section shall not apply to the Services specifically set forth
in the Scope of Services or reasonably contemplated therein. It is specifically
understood and agreed that oral requests and/or approvals of Additional
Services shall be barred and are unenforceable. Failure of Contracting Party
to secure the Contract Officer’s,or assigned designee’s written authorization
for Additional Services shall constitute a waiver of any and all right to
adjustment of the Contract Sum or time to perform this Agreement, whether
by way of compensation, restitution, quantum meruit, or the like, for
Additional Services provided without the appropriate authorization from the
Contract Officer,or assigned designee. Compensation for properly
authorized Additional Services shall be made in accordance with Section 2.3
of this Agreement.
1.8 Special Requirements. Additional terms and conditions of this
Agreement, if any, which are made a part hereof are set forth in “Exhibit D”
(the “Special Requirements”), which is incorporated herein by this reference
and expressly made a part hereof. In the event of a conflict between the
provisions of the Special Requirements and any other provisions of this
Agreement, the provisions of the Special Requirements shall govern.
2. COMPENSATION.
2.1 Contract Sum. For the Services rendered pursuant to this
Agreement, Contracting Party shall be compensated in accordance with
“Exhibit B” (the “Schedule of Compensation”) in a total amount not to exceed
Eight Hundred Eighty Five Thousand Two Hundred Twenty Eight Dollars
($885,228.00) for the life of the Agreement, encompassing the initial
and any extended terms. (the “Contract Sum”), except as provided in
Section 1.7. The method of compensation set forth in the Schedule of
Compensation may include a lump sum payment upon completion, payment
in accordance with the percentage of completion of the Services, payment for
time and materials based upon Contracting Party’s rate schedule, but not
exceeding the Contract Sum, or such other reasonable methods as may be
specified in the Schedule of Compensation. The Contract Sum shall include
the attendance of Contracting Party at all project meetings reasonably deemed
necessary by City; Contracting Party shall not be entitled to any additional
compensation for attending said meetings. Compensation may include
reimbursement for actual and necessary expenditures for reproduction costs,
transportation expense, telephone expense, and similar costs and expenses
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when and if specified in the Schedule of Compensation. Regardless of the
method of compensation set forth in the Schedule of Compensation,
Contracting Party’s overall compensation shall not exceed the Contract Sum,
except as provided in Section 1.7 of this Agreement.
2.2 Method of Billing & Payment. Any month in which Contracting
Party wishes to receive payment, Contracting Party shall submit to City no
later than the tenth (10th) working day of such month, in the form approved
by City’s Finance Director, an invoice for Services rendered prior to the date
of the invoice. Such invoice shall (1) describe in detail the Services provided,
including time and materials, and (2) specify each staff member who has
provided Services and the number of hours assigned to each such staff
member. Such invoice shall contain a certification by a principal member of
Contracting Party specifying that the payment requested is for Services
performed in accordance with the terms of this Agreement. Upon approval in
writing by the Contract Officer, or assigned designee,and subject to
retention pursuant to Section 8.3, City will pay Contracting Party for all items
stated thereon which are approved by City pursuant to this Agreement no
later than thirty (30) days after invoices are received by the City’s Finance
Department.
2.3 Compensation for Additional Services. Additional Services
approved in advance by the Contract Officer,or assigned designee,pursuant
to Section 1.7 of this Agreement shall be paid for in an amount agreed to in
writing by both City and Contracting Party in advance of the Additional
Services being rendered by Contracting Party. Any compensation for
Additional Services amounting to five percent (5%) or less of the Contract
Sum may be approved by the Contract Officer,or assigned designee. Any
greater amount of compensation for Additional Services must be approved by
the La Quinta City Council, the City Manager, or Department Director,
depending upon City laws, regulations, rules and procedures concerning public
contracting. Under no circumstances shall Contracting Party receive
compensation for any Additional Services unless prior written approval for the
Additional Services is obtained from the Contract Officer,or assigned
designee,pursuant to Section 1.7 of this Agreement.
3. PERFORMANCE SCHEDULE.
3.1 Time of Essence. Time is of the essence in the performance of
this Agreement. If the Services not completed in accordance with the
Schedule of Performance, as set forth in Section 3.2 and “Exhibit C”, it is
understood that the City will suffer damage.
3.2 Schedule of Performance. All Services rendered pursuant to this
Agreement shall be performed diligently and within the time period
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established in “Exhibit C” (the “Schedule of Performance”). Extensions to the
time period specified in the Schedule of Performance may be approved in
writing by the Contract Officer,or assigned designee.
3.3 Force Majeure. The time period specified in the Schedule of
Performance for performance of the Services rendered pursuant to this
Agreement shall be extended because of any delays due to unforeseeable
causes beyond the control and without the fault or negligence of Contracting
Party, including, but not restricted to, acts of God or of the public enemy,
fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes,
freight embargoes, acts of any governmental agency other than City, and
unusually severe weather, if Contracting Party shall within ten (10) days of
the commencement of such delay notify the Contract Officer,or assigned
designee,in writing of the causes of the delay. The Contract Officer,or
assigned designee,shall ascertain the facts and the extent of delay, and
extend the time for performing the Services for the period of the forced delay
when and if in the Contract Officer’s judgment such delay is justified, and the
Contract Officer’s determination,or assigned designee,shall be final and
conclusive upon the parties to this Agreement. Extensions to time period in
the Schedule of Performance which are determined by the Contract Officer,or
assigned designee,to be justified pursuant to this Section shall not entitle
the Contracting Party to additional compensation in excess of the Contract
Sum.
3.4 Term. Unless earlier terminated in accordance with the provisions
in Article 8.0 of this Agreement, the term of this agreement shall commence
on September 16, 2020, and terminate on June 30, 2023 (“Initial Term”).
This Agreement may be extended for two (2) additional one (1) year terms
upon mutual agreement by both parties (“Extended Term”).
4. COORDINATION OF WORK.
4.1 Representative of Contracting Party. The following principals of
Contracting Party (“Principals”) are hereby designated as being the principals
and representatives of Contracting Party authorized to act in its behalf with
respect to the Services specified herein and make all decisions in connection
therewith:
D Name: Todd Tregenza6U7UDQVSRUWDWLRQ3URMHFW0DQDJHU
Tel No. (916)782-8688
E-mail: todd.tregenza@ghd.com
E Name: Lindsey Van Parys3URMHFW0DQDJHU
Tel No. (916) 245-4220
Email: lindsey.vanparys@ghd.com
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It is expressly understood that the experience, knowledge, capability,
and reputation of the foregoing Principals were a substantial inducement for
City to enter into this Agreement. Therefore, the foregoing Principals shall be
responsible during the term of this Agreement for directing all activities of
Contracting Party and devoting sufficient time to personally supervise the
Services hereunder. For purposes of this Agreement, the foregoing Principals
may not be changed by Contracting Party and no other personnel may be
assigned to perform the Services required hereunder without the express
written approval of City.
4.2 Contract Officer. The “Contract Officer”,otherwise known as
Danny Castro, Design and Development Director, or assigned designee
may be designated in writing by the City Manager of the City. It shall be
Contracting Party’s responsibility to assure that the Contract Officer,or
assigned designee,is kept informed of the progress of the performance of
the Services, and Contracting Party shall refer any decisions, that must be
made by City to the Contract Officer,or assigned designee. Unless
otherwise specified herein, any approval of City required hereunder shall mean
the approval of the Contract Officer,or assigned designee. The Contract
Officer,or assigned designee, shall have authority to sign all documents on
behalf of City required hereunder to carry out the terms of this Agreement.
4.3 Prohibition Against Subcontracting or Assignment. The
experience, knowledge, capability, and reputation of Contracting Party, its
principals, and its employees were a substantial inducement for City to enter
into this Agreement. Except as set forth in this Agreement, Contracting Party
shall not contract or subcontract with any other entity to perform in whole or
in part the Services required hereunder without the express written approval
of City. In addition, neither this Agreement nor any interest herein may be
transferred, assigned, conveyed, hypothecated, or encumbered, voluntarily or
by operation of law, without the prior written approval of City. Transfers
restricted hereunder shall include the transfer to any person or group of
persons acting in concert of more than twenty five percent (25%) of the
present ownership and/or control of Contracting Party, taking all transfers into
account on a cumulative basis. Any attempted or purported assignment or
contracting or subcontracting by Contracting Party without City’s express
written approval shall be null, void, and of no effect. No approved transfer
shall release Contracting Party of any liability hereunder without the express
consent of City.
4.4 Independent Contractor. Neither City nor any of its employees
shall have any control over the manner, mode, or means by which Contracting
Party, its agents, or its employees, perform the Services required herein,
except as otherwise set forth herein. City shall have no voice in the selection,
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discharge, supervision, or control of Contracting Party’s employees, servants,
representatives, or agents, or in fixing their number or hours of service.
Contracting Party shall perform all Services required herein as an independent
contractor of City and shall remain at all times as to City a wholly independent
contractor with only such obligations as are consistent with that role.
Contracting Party shall not at any time or in any manner represent that it or
any of its agents or employees are agents or employees of City. City shall not
in any way or for any purpose become or be deemed to be a partner of
Contracting Party in its business or otherwise or a joint venture or a member
of any joint enterprise with Contracting Party. Contracting Party shall have
no power to incur any debt, obligation, or liability on behalf of City.
Contracting Party shall not at any time or in any manner represent that it or
any of its agents or employees are agents or employees of City. Except for
the Contract Sum paid to Contracting Party as provided in this Agreement,
City shall not pay salaries, wages, or other compensation to Contracting Party
for performing the Services hereunder for City. City shall not be liable for
compensation or indemnification to Contracting Party for injury or sickness
arising out of performing the Services hereunder. Notwithstanding any other
City, state, or federal policy, rule, regulation, law, or ordinance to the
contrary, Contracting Party and any of its employees, agents, and
subcontractors providing services under this Agreement shall not qualify for
or become entitled to any compensation, benefit, or any incident of
employment by City, including but not limited to eligibility to enroll in the
California Public Employees Retirement System (“PERS”) as an employee of
City and entitlement to any contribution to be paid by City for employer
contributions and/or employee contributions for PERS benefits. Contracting
Party agrees to pay all required taxes on amounts paid to Contracting Party
under this Agreement, and to indemnify and hold City harmless from any and
all taxes, assessments, penalties, and interest asserted against City by reason
of the independent contractor relationship created by this Agreement.
Contracting Party shall fully comply with the workers’ compensation laws
regarding Contracting Party and Contracting Party’s employees. Contracting
Party further agrees to indemnify and hold City harmless from any failure of
Contracting Party to comply with applicable workers’ compensation laws. City
shall have the right to offset against the amount of any payment due to
Contracting Party under this Agreement any amount due to City from
Contracting Party as a result of Contracting Party’s failure to promptly pay to
City any reimbursement or indemnification arising under this Section.
4.5 Identity of Persons Performing Work. Contracting Party
represents that it employs or will employ at its own expense all personnel
required for the satisfactory performance of any and all of the Services set
forth herein. Contracting Party represents that the Services required herein
will be performed by Contracting Party or under its direct supervision, and
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that all personnel engaged in such work shall be fully qualified and shall be
authorized and permitted under applicable State and local law to perform such
tasks and services.
4.6 City Cooperation. City shall provide Contracting Party with any
plans, publications, reports, statistics, records, or other data or information
pertinent to the Services to be performed hereunder which are reasonably
available to Contracting Party only from or through action by City.
5. INSURANCE.
5.1 Insurance. Prior to the beginning of any Services under this
Agreement and throughout the duration of the term of this Agreement,
Contracting Party shall procure and maintain, at its sole cost and expense,
and submit concurrently with its execution of this Agreement, policies of
insurance as set forth in “Exhibit E” (the “Insurance Requirements”) which is
incorporated herein by this reference and expressly made a part hereof.
5.2 Proof of Insurance. Contracting Party shall provide Certificate of
Insurance to Agency along with all required endorsements. Certificate of
Insurance and endorsements must be approved by Agency’s Risk Manager
prior to commencement of performance.
6. INDEMNIFICATION.
6.1 Indemnification. To the fullest extent permitted by law,
Contracting Party shall indemnify, protect, defend (with counsel selected by
City), and hold harmless City and any and all of its officers, employees,
agents, and volunteers as set forth in “Exhibit F” (“Indemnification”) which is
incorporated herein by this reference and expressly made a part hereof.
7. RECORDS AND REPORTS.
7.1 Reports. Contracting Party shall periodically prepare and submit
to the Contract Officer,or assigned designee,such reports concerning
Contracting Party’s performance of the Services required by this Agreement
as the Contract Officer,or assigned designee,shall require. Contracting
Party hereby acknowledges that City is greatly concerned about the cost of
the Services to be performed pursuant to this Agreement. For this reason,
Contracting Party agrees that if Contracting Party becomes aware of any facts,
circumstances, techniques, or events that may or will materially increase or
decrease the cost of the Services contemplated herein or, if Contracting Party
is providing design services, the cost of the project being designed,
Contracting Party shall promptly notify the Contract Officer,or assigned
designee,of said fact, circumstance, technique, or event and the estimated
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increased or decreased cost related thereto and, if Contracting Party is
providing design services, the estimated increased or decreased cost estimate
for the project being designed.
7.2 Records. Contracting Party shall keep, and require any
subcontractors to keep, such ledgers, books of accounts, invoices, vouchers,
canceled checks, reports (including but not limited to payroll reports), studies,
or other documents relating to the disbursements charged to City and the
Services performed hereunder (the “Books and Records”), as shall be
necessary to perform the Services required by this Agreement and enable the
Contract Officer,or assigned designee, to evaluate the performance of such
Services. Any and all such Books and Records shall be maintained in
accordance with generally accepted accounting principles and shall be
complete and detailed. The Contract Officer,or assigned designee, shall
have full and free access to such Books and Records at all times during normal
business hours of City, including the right to inspect, copy, audit, and make
records and transcripts from such Books and Records. Such Books and
Records shall be maintained for a period of three (3) years following
completion of the Services hereunder, and City shall have access to such
Books and Records in the event any audit is required. In the event of
dissolution of Contracting Party’s business, custody of the Books and Records
may be given to City, and access shall be provided by Contracting Party’s
successor in interest. Under California Government Code Section 8546.7, if
the amount of public funds expended under this Agreement exceeds Ten
Thousand Dollars ($10,000.00), this Agreement shall be subject to the
examination and audit of the State Auditor, at the request of City or as part
of any audit of City, for a period of three (3) years after final payment under
this Agreement.
7.3 Ownership of Documents. All drawings, specifications, maps,
designs, photographs, studies, surveys, data, notes, computer files, reports,
records, documents, and other materials plans, drawings, estimates, test
data, survey results, models, renderings, and other documents or works of
authorship fixed in any tangible medium of expression, including but not
limited to, physical drawings, digital renderings, or data stored digitally,
magnetically, or in any other medium prepared or caused to be prepared by
Contracting Party, its employees, subcontractors, and agents in the
performance of this Agreement (the “Documents and Materials”) shall be the
property of City and shall be delivered to City upon request of the Contract
Officer,or assigned designee,or upon the expiration or termination of this
Agreement, and Contracting Party shall have no claim for further employment
or additional compensation as a result of the exercise by City of its full rights
of ownership use, reuse, or assignment of the Documents and Materials
hereunder. Any use, reuse or assignment of such completed Documents and
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Materials for other projects and/or use of uncompleted documents without
specific written authorization by Contracting Party will be at City’s sole risk
and without liability to Contracting Party, and Contracting Party’s guarantee
and warranties shall not extend to such use, revise, or assignment.
Contracting Party may retain copies of such Documents and Materials for its
own use. Contracting Party shall have an unrestricted right to use the
concepts embodied therein. All subcontractors shall provide for assignment
to City of any Documents and Materials prepared by them, and in the event
Contracting Party fails to secure such assignment, Contracting Party shall
indemnify City for all damages resulting therefrom.
7.4 In the event City or any person, firm, or corporation authorized
by City reuses said Documents and Materials without written verification or
adaptation by Contracting Party for the specific purpose intended and causes
to be made or makes any changes or alterations in said Documents and
Materials, City hereby releases, discharges, and exonerates Contracting Party
from liability resulting from said change. The provisions of this clause shall
survive the termination or expiration of this Agreement and shall thereafter
remain in full force and effect.
7.5 Licensing of Intellectual Property. This Agreement creates a non-
exclusive and perpetual license for City to copy, use, modify, reuse, or
sublicense any and all copyrights, designs, rights of reproduction, and other
intellectual property embodied in the Documents and Materials. Contracting
Party shall require all subcontractors, if any, to agree in writing that City is
granted a non-exclusive and perpetual license for the Documents and
Materials the subcontractor prepares under this Agreement. Contracting Party
represents and warrants that Contracting Party has the legal right to license
any and all of the Documents and Materials. Contracting Party makes no such
representation and warranty in regard to the Documents and Materials which
were prepared by design professionals other than Contracting Party or
provided to Contracting Party by City. City shall not be limited in any way in
its use of the Documents and Materials at any time, provided that any such
use not within the purposes intended by this Agreement shall be at City’s sole
risk.
7.6 Release of Documents. The Documents and Materials shall not be
released publicly without the prior written approval of the Contract Officer,or
assigned designee,or as required by law. Contracting Party shall not
disclose to any other entity or person any information regarding the activities
of City, except as required by law or as authorized by City.
7.7 Confidential or Personal Identifying Information. Contracting
Party covenants that all City data, data lists, trade secrets, documents with
personal identifying information, documents that are not public records, draft
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documents, discussion notes, or other information, if any, developed or
received by Contracting Party or provided for performance of this Agreement
are deemed confidential and shall not be disclosed by Contracting Party to any
person or entity without prior written authorization by City or unless required
by law. City shall grant authorization for disclosure if required by any lawful
administrative or legal proceeding, court order, or similar directive with the
force of law. All City data, data lists, trade secrets, documents with personal
identifying information, documents that are not public records, draft
documents, discussions, or other information shall be returned to City upon
the termination or expiration of this Agreement. Contracting Party’s covenant
under this section shall survive the termination or expiration of this
Agreement.
8. ENFORCEMENT OF AGREEMENT.
8.1 California Law. This Agreement shall be interpreted, construed,
and governed both as to validity and to performance of the parties in
accordance with the laws of the State of California. Legal actions concerning
any dispute, claim, or matter arising out of or in relation to this Agreement
shall be instituted in the Superior Court of the County of Riverside, State of
California, or any other appropriate court in such county, and Contracting
Party covenants and agrees to submit to the personal jurisdiction of such court
in the event of such action.
8.2 Disputes. In the event of any dispute arising under this
Agreement, the injured party shall notify the injuring party in writing of its
contentions by submitting a claim therefore. The injured party shall continue
performing its obligations hereunder so long as the injuring party commences
to cure such default within ten (10) days of service of such notice and
completes the cure of such default within forty-five (45) days after service of
the notice, or such longer period as may be permitted by the Contract Officer,
or assigned designee; provided that if the default is an immediate danger to
the health, safety, or general welfare, City may take such immediate action
as City deems warranted. Compliance with the provisions of this Section shall
be a condition precedent to termination of this Agreement for cause and to
any legal action, and such compliance shall not be a waiver of any party’s right
to take legal action in the event that the dispute is not cured, provided that
nothing herein shall limit City’s right to terminate this Agreement without
cause pursuant to this Article 8.0. During the period of time that Contracting
Party is in default, City shall hold all invoices and shall, when the default is
cured, proceed with payment on the invoices. In the alternative, City may, in
its sole discretion, elect to pay some or all of the outstanding invoices during
any period of default.
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8.3 Retention of Funds. City may withhold from any monies payable
to Contracting Party sufficient funds to compensate City for any losses, costs,
liabilities, or damages it reasonably believes were suffered by City due to the
default of Contracting Party in the performance of the Services required by
this Agreement.
8.4 Waiver. No delay or omission in the exercise of any right or
remedy of a non-defaulting party on any default shall impair such right or
remedy or be construed as a waiver. City’s consent or approval of any act by
Contracting Party requiring City’s consent or approval shall not be deemed to
waive or render unnecessary City’s consent to or approval of any subsequent
act of Contracting Party. Any waiver by either party of any default must be in
writing and shall not be a waiver of any other default concerning the same or
any other provision of this Agreement.
8.5 Rights and Remedies are Cumulative. Except with respect to
rights and remedies expressly declared to be exclusive in this Agreement, the
rights and remedies of the parties are cumulative and the exercise by either
party of one or more of such rights or remedies shall not preclude the exercise
by it, at the same or different times, of any other rights or remedies for the
same default or any other default by the other party.
8.6 Legal Action. In addition to any other rights or remedies, either
party may take legal action, at law or at equity, to cure, correct, or remedy
any default, to recover damages for any default, to compel specific
performance of this Agreement, to obtain declaratory or injunctive relief, or
to obtain any other remedy consistent with the purposes of this Agreement.
8.7 Termination Prior To Expiration of Term. This Section shall govern
any termination of this Agreement, except as specifically provided in the
following Section for termination for cause. City reserves the right to
terminate this Agreement at any time, with or without cause, upon thirty
(30) days’ written notice to Contracting Party. Upon receipt of any notice of
termination, Contracting Party shall immediately cease all Services hereunder
except such as may be specifically approved by the Contract Officer,or
assigned designee. Contracting Party shall be entitled to compensation for
all Services rendered prior to receipt of the notice of termination and for any
Services authorized by the Contract Officer,or assigned designee,thereafter
in accordance with the Schedule of Compensation or such as may be approved
by the Contract Officer, or assigned designee, except amounts held as a
retention pursuant to this Agreement.
8.8 Termination for Default of Contracting Party. If termination is due
to the failure of Contracting Party to fulfill its obligations under this Agreement,
Contracting Party shall vacate any City-owned property which Contracting
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Party is permitted to occupy hereunder and City may, after compliance with
the provisions of Section 8.2, take over the Services and prosecute the same
to completion by contract or otherwise, and Contracting Party shall be liable
to the extent that the total cost for completion of the Services required
hereunder exceeds the compensation herein stipulated (provided that City
shall use reasonable efforts to mitigate such damages), and City may withhold
any payments to Contracting Party for the purpose of setoff or partial payment
of the amounts owed City.
8.9 Attorneys’ Fees. If either party to this Agreement is required to
initiate or defend or made a party to any action or proceeding in any way
connected with this Agreement, the prevailing party in such action or
proceeding, in addition to any other relief which may be granted, whether
legal or equitable, shall be entitled to reasonable attorneys’ fees; provided,
however, that the attorneys’ fees awarded pursuant to this Section shall not
exceed the hourly rate paid by City for legal services multiplied by the
reasonable number of hours spent by the prevailing party in the conduct of
the litigation. Attorneys’ fees shall include attorneys’ fees on any appeal, and
in addition a party entitled to attorneys’ fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and
discovery, and all other necessary costs the court allows which are incurred in
such litigation. All such fees shall be deemed to have accrued on
commencement of such action and shall be enforceable whether or not such
action is prosecuted to judgment. The court may set such fees in the same
action or in a separate action brought for that purpose.
9. CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION.
9.1 Non-liability of City Officers and Employees. No officer, official,
employee, agent, representative, or volunteer of City shall be personally liable
to Contracting Party, or any successor in interest, in the event or any default
or breach by City or for any amount which may become due to Contracting
Party or to its successor, or for breach of any obligation of the terms of this
Agreement.
9.2 Conflict of Interest. Contracting Party covenants that neither it,
nor any officer or principal of it, has or shall acquire any interest, directly or
indirectly, which would conflict in any manner with the interests of City or
which would in any way hinder Contracting Party’s performance of the
Services under this Agreement. Contracting Party further covenants that in
the performance of this Agreement, no person having any such interest shall
be employed by it as an officer, employee, agent, or subcontractor without
the express written consent of the Contract Officer,or assigned designee.
Contracting Party agrees to at all times avoid conflicts of interest or the
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appearance of any conflicts of interest with the interests of City in the
performance of this Agreement.
No officer or employee of City shall have any financial interest, direct
or indirect, in this Agreement nor shall any such officer or employee
participate in any decision relating to this Agreement which effects his financial
interest or the financial interest of any corporation, partnership or association
in which he is, directly or indirectly, interested, in violation of any State statute
or regulation. Contracting Party warrants that it has not paid or given and will
not pay or give any third party any money or other consideration for obtaining
this Agreement.
9.3 Covenant against Discrimination. Contracting Party covenants
that, by and for itself, its heirs, executors, assigns, and all persons claiming
under or through them, that there shall be no discrimination against or
segregation of, any person or group of persons on account of any
impermissible classification including, but not limited to, race, color, creed,
religion, sex, marital status, sexual orientation, national origin, or ancestry in
the performance of this Agreement. Contracting Party shall take affirmative
action to ensure that applicants are employed and that employees are treated
during employment without regard to their race, color, creed, religion, sex,
marital status, sexual orientation, national origin, or ancestry.
10. MISCELLANEOUS PROVISIONS.
10.1 Notice. Any notice, demand, request, consent, approval, or
communication either party desires or is required to give the other party or
any other person shall be in writing and either served personally or sent by
prepaid, first-class mail to the address set forth below. Either party may
change its address by notifying the other party of the change of address in
writing. Notice shall be deemed communicated forty-eight (48) hours from
the time of mailing if mailed as provided in this Section.
To City:
CITY OF LA QUINTA
Attention: Danny Castro
78495 Calle Tampico
La Quinta, California 92253
To Contracting Party:
GHD, Inc.
2200 21st Street
Sacramento CA 95818
10.2 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed
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for or against either party by reason of the authorship of this Agreement or
any other rule of construction which might otherwise apply.
10.3 Section Headings and Subheadings. The section headings and
subheadings contained in this Agreement are included for convenience only
and shall not limit or otherwise affect the terms of this Agreement.
10.4 Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, and such counterparts shall
constitute one and the same instrument
10.5 Integrated Agreement. This Agreement including the exhibits
hereto is the entire, complete, and exclusive expression of the understanding
of the parties. It is understood that there are no oral agreements between
the parties hereto affecting this Agreement and this Agreement supersedes
and cancels any and all previous negotiations, arrangements, agreements,
and understandings, if any, between the parties, and none shall be used to
interpret this Agreement.
10.6 Amendment. No amendment to or modification of this Agreement
shall be valid unless made in writing and approved by Contracting Party and
by the City Council of City. The parties agree that this requirement for written
modifications cannot be waived and that any attempted waiver shall be void.
10.7 Severability. In the event that any one or more of the articles,
phrases, sentences, clauses, paragraphs, or sections contained in this
Agreement shall be declared invalid or unenforceable, such invalidity or
unenforceability shall not affect any of the remaining articles, phrases,
sentences, clauses, paragraphs, or sections of this Agreement which are
hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its
invalidity deprives either party of the basic benefit of their bargain or renders
this Agreement meaningless.
10.8 Unfair Business Practices Claims. In entering into this Agreement,
Contracting Party offers and agrees to assign to City all rights, title, and
interest in and to all causes of action it may have under Section 4 of the
Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2,
(commencing with Section 16700) of Part 2 of Division 7 of the Business and
Professions Code), arising from purchases of goods, services, or materials
related to this Agreement. This assignment shall be made and become
effective at the time City renders final payment to Contracting Party without
further acknowledgment of the parties.
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10.9 No Third-Party Beneficiaries. With the exception of the specific
provisions set forth in this Agreement, there are no intended third-party
beneficiaries under this Agreement and no such other third parties shall have
any rights or obligations hereunder.
10.10Authority. The persons executing this Agreement on behalf of
each of the parties hereto represent and warrant that (i) such party is duly
organized and existing, (ii) they are duly authorized to execute and deliver
this Agreement on behalf of said party, (iii) by so executing this Agreement,
such party is formally bound to the provisions of this Agreement, and (iv) that
entering into this Agreement does not violate any provision of any other
Agreement to which said party is bound. This Agreement shall be binding
upon the heirs, executors, administrators, successors, and assigns of the
parties.
[SIGNATURES ON FOLLOWING PAGE]
Scope of Services
Method of Approach, Analysis, and Skills
Our approach to delivering this project, is rooted in our deep understanding and unique qualifica-
tions to deliver this project. We hand selected each individual on this team in order to bring to-
gether the best team to deliver a Form-Based Code that is implementable. The GHD and LWC
Team developed the following Scope of Services based upon the request for proposal (RFP), visits
to the project site, our knowledge of form-based codes, successful grant write, and successful im-
plementation of complete streets.
All tasks required in the RFP are included in our Scope of Services, however, it is noted the op-
tional future tasks are based on a variety of assumptions and are provided to give the City an idea
of the level of effort anticipated to complete all of the tasks identified in the Scope of Services.
However, it is intended these future scopes, should the City elect to use the GHD team, be refined
at that time to ensure the best product is delivered.
For the purposes of the scope and fee the Demonstration Site is assumed to be along the Highway
111 corridor between La Quinta Center Drive and La Quinta Drive, a total distance of ½ mile.
Task 0. Project Management
GHD will serve as overall Project Manager for all tasks included in this Scope of Work. General
project management responsibilities include:
xPrepare and keep master project schedule
xCoordinate project status meetings
xManage subconsultants
xOversee all the project components listed in this Scope of Work
xEffectively manage budget
xImplement Quality Assurance and Quality Control Measures
xPrepare invoices at the end of each month for previous month’s work with description
of work completed during the time period billed.
This Task currently assumes that only one in-person Project Management meeting will be held
throughout the duration of the contract. In Task 0.1, costs associated with travel are included
in the proposed Budget.
Task 0.1 – Project Kick-Off and Phase 1 Meetings and Coordination
Responsible Parties: GHD, LWC, and City
GHD will facilitate an overall Project Kick-Off meeting with LWC and City staff, which may be com-
pleted in-person or virtually. During this meeting, overall project goals and objectives will be re-
viewed, including the coordination of work efforts occurring, and the schedule of, each project
Phase. Communication protocols will be established. During the Kick-Off meeting, the Scope of
Work and Schedule will be reviewed and refined if necessary. GHD and LWC will work with City
staff to identify key staff from other City departments and/or key stakeholders to engage during this
Phase of the Project. GHD will present sample monthly progress reports, which will subsequently
be submitted monthly as part of routine invoice submittals.
GHD will facilitate bi-weekly check-in meetings with the Project Team, including LWC and City staff
([KLELW$
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Exhibit A
Page 1 of
for the duration of the Phase. GHD will prepare a Short Term Action List that will identify the action,
the desired date for completion, responsible party, and status notes. This list will be maintained
and updated throughout the duration of the project. The Short Term Action List will serve as both
the agenda and task tracking mechanism for the project team check-in meetings and will be up-
dated prior to every check-in meeting. All check-in meetings will be teleconferenced, hosted by
GHD.
Task 0.2 – Phase 2 Project Meetings and Coordination
Responsible Parties: GHD and City
GHD will facilitate bi-weekly check-in meetings with the Project Team and continue to prepare and
update the Short Term Action List for the duration of the Phase. All check-in meetings will be tele-
conferenced, hosted by GHD.
Task 0.3 – Phase 3 Meetings and Coordination
Responsible Parties: GHD, LWC, and City
GHD will continue to facilitate bi-weekly check-in meetings with the Project Team and continue to
prepare and update the Short Term Action List for the duration of the Phase. All check-in meetings
will be teleconferenced, hosted by GHD.
Task 0.4 – Phase 4 Meetings and Coordination
Responsible Parties: GHD, LWC, and City
GHD will continue to facilitate bi-weekly check-in meetings with the Project Team and continue to
prepare and update the Short Term Action List for the duration of the Phase. All check-in meetings
will be teleconferenced, hosted by GHD.
Task 0 Products/Deliverables (electronic unless otherwise noted)
x Kick-off Meeting Agenda and Minutes
x Finalized Scope of Work and Schedule
x Bi-Weekly Short-Term Action Lists
x Monthly Progress Reports
Exhibit A
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Task 1. Form-Based Code Assessment (Phase 1)
Task 1.1 – Introductory Form-Based Code Presentation
Responsible Parties: LWC, GHD, and City
LWC will prepare for and attend one virtual meeting with City staff to confirm Form-Based Code
objectives and the details of the Demonstration Site. As part of this task, LWC will facilitate one in-
ternal (Project Team and City staff) presentation on form-based codes, including an explanation of
what Form-Based Codes are, why they can be more effective than conventional coding ap-
proaches, and offer case study examples in other cities.
LWC will work with the City and GHD to identify documents that are pertinent to the Form-Based
Code, including recent amendments to the Zoning Code, key policies from the General Plan, the
Highway 111 Corridor Plan, the applicable Specific Plan(s), and the relevant Covenants, Conditions
& Restrictions (CC&Rs) and/or other relevant information. LWC will submit a document request
memo to City staff for documents, reports, etc. identified in the project initiation meeting.
Task 1.2 – Microscale Analysis and Specific Plan Evaluation
Responsible Party: LWC
LWC will review development patterns and building typologies in two or three areas relevant to po-
tential development on the Demonstration Site, such as Downtown La Quinta, virtually via Google
Earth. LWC’s evaluation of this data will document urban patterns and features and inform the
preparation of the sample form-based standards (see Task 1.3). Findings from the evaluation will
be presented in the joint study session (see Task 1.4) Additionally, LWC will conduct an evaluation
of the applicable Specific Plan regulations and CC&Rs to determine the existing limitations and im-
pediments to development and use of the Demonstration Site. This task does not include feasibility
analysis.
Task 1.3 – Sample Form-Based Code
Responsible Parties: LWC, GHD, and City
LWC will develop a Sample Form-Based Code for the Demonstration Site including standards for
two transect zone(s), three or four building types, three to five frontage types, and two civic space
types. The Sample Form-Based Code will include a Regulating Plan that establishes the location of
the transect zones on the Demonstration Site. The Sample Form-Based Code will provide stand-
ards that implement the vision as established in the Highway 111 Corridor Plan and confirmed by
City staff. LWC will work collaboratively with City staff and the landowner(s) to understand desirable
development outcome(s).
LWC will provide the Sample Form-Based Code in a recommended format and organization and
include a memo with a recommended method of integrating the Form-Based Code into the City’s
existing Code. The Sample Form-Based Code will exclude any sections not listed above, such as
land uses, administration and procedures, signs, or general standards.
Task 1.4 – City Council and Planning Commission Joint Study Session
Responsible Parties: LWC, GHD, and City
LWC and GHD will facilitate one joint study session with the City Council and Planning Commis-
sion, which may be conducted in-person or via video conference (of the City’s preference). LWC
will present the findings from Task 1.2 and the Sample Form-Based Code standards from Task
Exhibit A
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1.3. LWC will provide summary notes of the Joint Study Session. The City is responsible for secur-
ing a meeting space, noticing, and distributing outreach materials.
Task 1 Products/Deliverables (electronic unless otherwise noted)
x Staff Form-Based Code presentation
x Sample Form-Based Code
x Draft & Final Joint Study Session presentation
x Joint Study Session summary notes
Exhibit A
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Task 2. Corridor Design Concept (Phase 2)
Task 2.1 Assemble Baseline Data and Develop Corridor Base Map
Responsible Parties: GHD and City
GHD will collect and compile existing corridor transportation, demographic, environmental, and in-
frastructure data in order to document and map existing corridor conditions. This data will inform
the concept designs and will provide a basis for the design concept assessment. GHD will review
all available background conditions information collected for and presented in the Highway 111
Corridor Plan. After assessing the availability of traffic data from the City and publicly available
sources, GHD may request the City to gather or supplement the available data with new roadway
segment counts, turning movement counts, and/or other data within the project area, for additional
scope and fee.
Transportation Data
GHD will gather available data from public sources like U.S. Census (Decennial Census, American
Community Survey, Longitudinal Employer-Household Dynamics), FHWA (Highway Performance
Monitoring System for VMT and National Performance Management Research Data Set for Travel
Speed), and Caltrans (Traffic Census, Statewide Integrated Traffic Records System). If the City de-
sires, GHD can also contract with or utilize available data from commercial providers like Streelight
to better understand travel characteristics along the corridor – particularly for non-work travel like
shopping and recreation.
GHD will summarize and illustrate existing travel patterns, crash history, congestion, multimodal
service levels, and count information for vehicles, bicycles, pedestrians, transit (ridership data, bus
headways), and ride-sharing/Transportation Network Companies (TNCs) usage, as available.
Survey
GHD will perform surveys and necessary base mapping for the preliminary engineering, and design
required by the project’s parameters. Project surveying and mapping shall include, but not be lim-
ited to establishing a datum; setting vertical and horizontal control; aerial photogrammetric map-
ping; and right of way mapping.
Mapping product will be a digital base map with surface, with supplemental digital rectified ortho-
photograph, all tied to the required datums. Project control and mapping will meet the Caltrans Or-
ders of Survey Accuracy at a mapping scale of 1” = 20’ and a one-foot contour interval. All work
under this phase will be performed under the direction of a California Licensed Land Surveyor.
P roj e c t S urv ey Dat um and Co ntrol. The horizontal control survey will be based on the North
American Datum of 1983 using the California Coordinate System of 1983 (CCS83). The Vertical
Datum will be the North American Vertical Datum of 1988 (NAVD88). The survey datum for the pro-
ject will be determined by Continuously Operating reference Stations (CORS), if not directed other-
wise by the City. Semi-permanent control monuments will be positioned for aerial mapping and to
facilitate construction staking in the future.
A e rial Ph otogr a phy. Aerial control will be established using Global Positioning System (GPS)
methods and a digital level to establish elevations. Aerial photography and mapping of the project
will be obtained from AEROTECH. The results being a design level mapping product and a scala-
ble digital orthophoto of the project, georeferenced to the project datum.
Exhibit A
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The initial submittal will be the scaled digital orthophoto of the entire two mile project length. A sub-
sequent submittal will be complete topographic mapping from the aerial photos of the demonstra-
tion site.
Land Net B o undary B a se. Record data will be compiled to create a land net base map of the
project. Sufficient monumentation will be located and positioned to reference the record boundary
data to the topographic base map. No monuments will be set and right of way engineering is not
anticipated for this phase of the project.
A e rial Mappin g In tegr a t ion , CAD F ile Setup, a n d D TM. Aerial, terrestrial and boundary surveys
will be combined to form a complete mapping product. Computer files will be prepared to include
field control points, topographic surveys, utility data, property surveys, and preparation of the Digi-
tal Terrain Model (DTM) used for three-dimensional calculations, (i.e., earthwork, cross-sections,
and profiles).
Utility Verification
GHD will coordinate with all utilities to accurately locate and map the existing utilities within the pro-
ject boundaries. GHD will draft letters requesting existing atlas maps from all utility purveyors in the
corridor. Letters will be prepared in draft form for placement on the City letterhead and signature
by the City. GHD will digitize the received utility mapping and update the project base mapping as
required to include all utility information received. Potholing efforts will be completed as part of a
different Phase.
Task 2.2 - Develop and Assess Preliminary Corridor Design Concepts
Responsible Parties: GHD and LWC
GHD will develop up to three alternative, high level design concepts to illustrate the Highway 111
Corridor Plan complete streets vision elements (travel lanes, on-street parking and curb space, bi-
cycle and shared use facilities, transit stops and enhancements, landscaping, planting, and LID
features, and transitions from public to private realm space) within the right of way. The alternatives
will illustrate trade-offs, emphasize different modal priorities, or they may illustrate similar functional-
ity within different configurations. The alternatives will also demonstrate a range of construction-
cost scenarios.
To maximize the value of the alternatives design process, different alternatives may apply to differ-
ent segments, with an emphasis on the selected Demonstration Project. Alternatives will be pre-
sented from an aerial perspective using the corridor base map developed in previous tasks, in ad-
dition to cross-sections illustrating the street profile. GHD will work with LWC to incorporate typical
amenities and building elevations from the Form-Based Code developed in Phase 1 to illustrate
transition between public and private realm.
GHD will develop an assessment matrix to illustrate the following benefits or impacts of each alter-
native. Criteria may include:
x Consistency with Highway 111 Corridor Plan vision
x Vehicle operations (Level of Service)
x Vehicle miles travelled (VMT)
x Bicycle and Pedestrian comfort (Level of Traffic Stress, potential to increase mode share)
x Transit enhancements (Stop siting, reliability, potential to increase mode share)
x Safety benefits (Collision reduction potential, proactive safety countermeasures)
x Curb space (On-street parking, flexible curb space potential for MaaS)
Exhibit A
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x Multimodal connectivity (Diversity of travel modes, ease of transitions between modes)
x Public and private realm transition (Connectivity, streetscape amenities)
x Climate adaptation strategies (including drought, flood, and heat wave events)
x Environmental justice (Impacts on/benefits to disadvantaged populations)
x Economic development (Investment multiplier, freight reliability)
x Emergency response (response times, accessibility)
x Cost (Construction, utility conflicts, right of way)
x Grant eligibility (improvement components eligible for grant funding)
The results of the assessment matrix will be presented in a memorandum alongside the illustrations
prepared for each concept design, for distribution to the City for review and discussion in Task 2.3.
Task 2.3 – Review and Discuss Preliminary Corridor Design Concepts
Responsible Parties: GHD, LWC, and City
GHD will facilitate a virtual or in-person internal workshop (Project Team and City) to review the
preliminary design concept alternatives and assessment matrix developed in Task 2.2. GHD will go
through the evaluation metrics and results. Based on City direction, additional City department staff
and/or external stakeholders may be invited to this discussion to provide input. The results of this
task will influence the preparation of the Draft Corridor Design Concept.
Task 2.4 – Prepare Draft Corridor Design Concept
Responsible Parties: GHD and LWC
GHD will incorporate written comments and feedback received in Task 2.3 to develop a compre-
hensive corridor-wide scaled design concept on the base maps developed in Task 2.1. The corri-
dor design concept will likely be a hybrid of the alternatives explored in the previous task and will
likely vary along the corridor to respond to specific conditions. The draft concept will be provided
for review by City staff along with a planning-level cost estimate. The draft corridor design concept
will be accompanied by a draft report documenting prior analysis and design considerations that
guided development of the concept.
Task 2.5 – Prepare Corridor Visualizations and Cross-Sections
Responsible Parties: GHD
GHD will prepare illustrative graphics to communicate the existing conditions and preferred pro-
posed improvements to the public. GHD will illustrate these concepts within the context of the
Demonstration Project. The following exhibits will be prepared:
x Plan layout rendered over aerial photo (1” = 20’ or similar scale)
x Static Three Dimensional (3D) rendering of typical block segment
x Microsimulation in VISSIM of the Demonstration Site
x 3D simulated visualization of the Demonstration Site
x Video rendering combining static renderings, simulation, and aerial drone footage to demon-
strate pre and post-project conditions
x Cross sections
x Existing conditions with traffic, vegetation, safety concerns, key businesses, opportunity sites,
and major constraints noted (1” = 20’ or similar scale)
x Perspective before-and-after rendering
A 3D video visualization of the Demonstration Site has been included in the proposed Budget, for
Exhibit A
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the City’s use, to accompany static renderings. The video visualization will require development of
a VISSIM microsimulation to illustrate simulated traffic flows through the corridor, including bicycle
and pedestrian movements, interaction with the adjacent land uses, parking configuration, drop-off
and pick up behaviors, and intersection operations. The microsimulation data will then be exported
to external rendering software for enhanced visualization quality and video rendering. Buildings and
vegetation will be modelled to approximate the Form-Based Code.
For an additional fee of $9,480, the 3D simulation and traffic model can be extended to cover the
entire Highway 111 Corridor.
Task 2.6 – Prepare Corridor Design Phasing and Implementation Plan
Responsible Parties: GHD, LWC, and City
GHD will work with LWC and the City to understand how the corridor concept may be imple-
mented in phases that best support the vision of the Highway 111 Corridor Plan. The corridor con-
cept may be divided into a baseline project, implementable in the near-term, and an ultimate pro-
ject that includes additional features dependent on adjacent property development and funding
availability.
GHD will craft a phasing strategy based on the likely construction budget scenario, construction
sequencing, and the City’s and community’s priorities. The phasing and prioritization will be based
on the criteria established in Task 2.2 for corridor assessment, as well as a benefit/cost analysis
and grant eligibility of project components. This analysis will be presented in a memorandum that
includes the final corridor design concept developed in Task 2.7 and the visualizations prepared in
Task 2.5
Task 2.7 – Prepare Final Corridor Design Concept
Responsible Parties: GHD
GHD will revise the draft concept prepared in Task 2.4 according to one set of consolidated, inter-
nally consistent comments received from the City. GHD will also finalize the planning-level cost es-
timate for the corridor based on the final concept. The final corridor design concept will be accom-
panied by a report documenting prior analysis and design considerations that guided development
of the concept and will include a phasing, and implementation strategy. The final concept and ac-
companying report will be delivered to the City.
Task 2 Products/Deliverables (electronic unless otherwise noted)
x Existing data inventory
x Utility mapping request letters
x Survey control base, right of way, and topographic mapping.
x Corridor base map
x Preliminary concept design drawings and exhibits
x Preliminary concept design assessment memo and exhibits
x Draft & Final corridor design concept and cost estimate
x Corridor visualizations and cross-sections
x Corridor phasing and implementation memorandum
x Draft & Final corridor design concept report
Exhibit A
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Task 3. ATP Grant Application and PS&E (Optional
Phase 3)
It is assumed the Active Transportation Program (ATP) Grant Application and the Plans, Specifica-
tions and Estimates (PS&E) will be for only the Demonstration Site, which will also include imple-
mentation of the complete street concept developed as part of previous phases.
At the time this scope was prepared, the components of the Demonstration Project had not been
selected therefore, the PS&E Tasks 3 of this scope and associated fee are intended to be revised
as needed to assess accuracy of the tasks. It is assumed the Demonstration Site will not exceed
1/2 mile for budgeting purposes. It is also assumed any vertical site development work is not in-
cluded in this scope and fee and right of way acquisition is not required.
Task 3.1 – Prepare Draft ATP Grant Application
Responsible Parties: GHD and City
GHD will review the prior ATP application submitted for the La Quinta Village Complete Streets
project in Cycle 3, and flag any integral information to be repurposed for the Cycle 6 application on
Highway 111. Comments from Caltrans regarding the scoring, as well as the scoring sheet itself,
will also be reviewed for guidance. GHD will coordinate an application preparation kick-off call to
review the Cycle 6 guidance and identify any key changes to requirements and scoring criteria.
Assemble Grant Application Materials
We will also confirm the project description, approach, and the timeline for preparation and review.
GHD will initiate preparation of the narrative components of the application, and leverage the exist-
ing graphics prepared in the tasks above and those prepared for the previous work done within the
corridor to compile the best application. GHD will provide the following:
x Application Part A: General Project Information. This section of the application is utilized to
complete the Master Agreement if funding is awarded. Much of the information in Part A is
generated in development of Parts B and C, so part A is typically completed after the
other two components.
x Obtaining pre project bicycle and pedestrian counts. Note, post construction counts are
not included in this scope or fee. If the grant is awarded, the counts can be added to this
contract for an extra scope and fee.
x Application Part B: Narrative Questions. This section of the application includes the appli-
cation screening criteria, the project priority status, engagement of the local community in
development of the project, design progress, any funding leverage the agency is able to
secure, and coordination with the California Conservation Corps (CCC) and/or a certified
community conservation corps.
x Part C: Application Attachments. In addition to the narrative development for Parts A and
B, GHD will utilize work completed in preceding work phases to develop the following re-
quired attachments:
x Project Programming Request
x Engineer’s Checklist
x Project Projects (Cross-Section)
x Project Cost Estimate
The City will be responsible for compiling the following attachments:
x Application Signature Page
x Letters of Support
Exhibit A
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x Confirmation of CCC Coordination
Draft Application
GHD will prepare a Draft Application for the City to review. This package will include all materials
and attachments.
Task 3.2 – Review and Discuss Draft ATP Grant Application
Responsible Parties: GHD and City
GHD will facilitate a virtual meeting with the City to review the Draft ATP grant application devel-
oped in Task 3.1. Based on City direction, additional City department staff and/or external stake-
holders may be invited to this discussion to provide input. The results of Task 3.2 will influence the
preparation of the Final ATP grant application in Task 3.3
Task 3.3 – Prepare Final ATP Grant Application
Responsible Parties: GHD
GHD will revise the Draft Application according to one set of consolidated, internally-consistent
comments received from the City. We assume that the City will collect required signatures, and
submit the final application by email and hardcopy, as required. GHD is able to provide print-
ing/compilation and submission as an optional service if desired.
Task 3.4 – Highway 111 Corridor Environmental Document
Responsible Parties: GHD
CEQA and NEPA environmental documents will be prepared that address the entirety of the High-
way 111 corridor in the City of La Quinta, including the Demonstration Site, being considered for
adoption of the FBC.
CEQA Compliance
Given the length of the Corridor, the extent of street improvements, bicycle and pedestrian facili-
ties, other active recreation, and visual resources to include landscaping and public art, we assume
that an Initial Study/Mitigated Negative Declaration (IS/MND) will be the appropriate form of docu-
mentation for this effort. The IS/MND process will consist of the following tasks:
x Project Initiation (Kick-Off Meeting, information needs request)
x Project Description (including a summary of the project location, project characteristics, con-
struction methods, operational characteristics, minimization measures, and graphics)
x Admin Draft IS/MND (addressing applicable topics from CEQA Appendix G, Environmental
Checklist Form):
o Aesthetics
o Air Quality
o Biological Resources
o Cultural Resources
o Energy
o Geology/Soils
o Greenhouse Gas Emissions
o Hazards and Hazardous Materials
o Hydrology/Water Quality
o Land Use/Planning
o Noise
o Population/Housing
o Public Services
o Recreation
o Transportation
o Tribal Cultural Resources
o Utilities/Service Systems
o Wildfire
o Mandatory Findings of Significance
x Draft IS/MND (for public review)
x Public Review and Notice of Intent
Exhibit A
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x Final IS/MND (including responses to comments, and Mitigation and Monitoring Plan)
x Public Hearing and Notice of Determination
With this approach, as future segments of the Corridor are developed, and additional design refine-
ments identified, environmental review for future development projects can tier from the IS/MND
(for example, as a Categorical Exemption). This will enable future projects requiring CEQA review to
make maximum use of the environmental analyses conducted under the present scope of work,
thereby reducing the extent and cost of future analyses.
In the event that another form of CEQA document (such as an EIR) is determined necessary for the
current project based upon the potential significance of environmental impacts, we will submit a
revised scope of work and cost estimate to the City for that additional effort. We assume that no
resource agency permit applications will be needed for this project.
Brief technical memos will be prepared for the following environmental disciplines, based upon da-
tabase reviews used to confirm that no significant environmental concerns are presented by the
project:
x Biological database review (historic aerial photos and habitat; special-status species records;
wetland databases (both federal and state); soil survey data; CDFW California Natural Diversity
Database (CNDDB/Bios); USFWS Information for Planning and Consultation (IPaC); USFWS
Online Critical Habitat Mapper).
x Cultural resources record search, background information review.
x Hazardous materials database report (e.g., EDR) to identify any areas of known contamination
near the Demonstration Project.
The traffic discussion in the IS/MND will be based upon data and conclusions reached as part of
Task 2.2, namely the pre- and post-project VMT estimate, per the requirements of SB 743. Absent
any operative VMT thresholds adopted by the City, GHD will establish a baseline VMT value and
assume recommended thresholds per the Governor’s Office of Planning and Research (OPR)
Technical Advisory on Evaluating Transportation Impacts in CEQA (December 2018).
Assumptions
x Deliverables (e.g., Admin Draft, Draft, and Final IS/MND) will be revised in response to one
round of City review. Revisions are assumed to be principally qualitative in nature, and will not
require additional quantitative analysis or modeling.
x All deliverables will be provided electronically to the City. The City will be responsible for costs
associated with reproduction and distribution/mailing of deliverables.
x Public Notices identified above (e.g., Notice of Intent, Notice of Completion and Notice of De-
termination) will be prepared by GHD.
x Public noticing of the Draft IS/MND will include publishing in one newspaper of general circula-
tion in the project vicinity, filing on the Notice of Intent with the County Clerk, and filing of a No-
tice of Completion with the State Clearinghouse to solicit written comments. CEQA does not
require a public meeting to accept comments for IS/MND-level documents; however, we un-
derstand that the City prefers to hold such a meeting and so attendance at one meeting is in-
cluded in our scope of work.
x Costs associated with the newspaper ad, and any agency filing fees, will be paid by the City.
NEPA Compliance
Caltrans will act as the NEPA lead agency and the environmental review process will follow the Cal-
trans Local Assistance Procedures and the Standard Environmental Reference (SER). Based on
Exhibit A
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our preliminary review of the project, the project is expected to qualify for a NEPA Categorical Ex-
clusion with standard mitigation commitments.
GHD will initiate the NEPA review process by completing a PES Form (LAPM Exhibit 6-A), which
will include a description of the project, detailed maps, and answers to each question on the PES
Form with supporting documentation. GHD will also complete a Field Review Form (LAPM Exhibit
7-B), which will describe the physical limits of the project and construction cost and scheduling es-
timates. A draft PES Form and Field Review Form will be submitted for one round of City review.
Following incorporation of City comments, GHD will provide an updated PES Form and Field Re-
view Form for submittal to Caltrans.
Following submittal of the PES Form and Field Review Form, Caltrans’ Professionally Qualified Staff
will review the forms and a field review meeting will be scheduled if requested. GHD's Project Man-
ager and Senior Environmental Planner will attend the field review meeting along with City staff.
GHD will review any comments received and any requests from Caltrans for supporting technical
studies. The anticipated technical studies cannot be confirmed at this time; therefore, a total of 40
hours of technical time has been set aside in this scope for preparing requested supporting tech-
nical memos. Such memos may include a summary of biological resources, water quality best
management practices, and construction traffic considerations, if applicable, incorporating the
technical information prepared for the CEQA IS/MND. Standalone technical studies are assumed
unnecessary; however, if Caltrans staff require such studies (for example, cultural resource studies,
a Natural Environment Study, or a Phase I ISA) requiring additional effort beyond the 40 hours of
technical time, then GHD can prepare such studies under a modified scope and budget.
Assumptions
x Deliverables (e.g., Draft PES and Field Review Form) will be revised in response to one round of
both City and Caltrans review. Revisions are assumed to be principally qualitative in nature, and
will not require additional quantitative analysis or modeling.
x All deliverables will be provided electronically to the City. The City will be responsible for costs
associated with reproduction and distribution/mailing of deliverables.
Task 3.5 – Geotechnical Investigation and Report
Responsible Parties: Geocon
GHD has partnered with Geocon to perform the geotechnical investigation and report. At the time this
scope was put together the extent of the geotechnical investigation is just estimated and therefore, it is
recommended this scope and fee be revised once the exact improvements have been identified.
Based on the GHD Team’s understanding the geotechnical work will be focused on the Demon-
stration Site along Highway 111 from La Quinta Center Drive to La Quinta Drive. The scope and fee
is based on the following expected improvements: median adjustments, bulb outs, sidewalk recon-
struction, transit improvements, and pavement rehabilitation. Also included are agricultural soil
sampling and testing of four samples.
Additional geotechnical work may be required as plans for the entire corridor are developed.
Based on the initial expected improvements, Gecon anticipates one day of pavement coring and
one day of agricultural sampling. Our scope of services for the investigation is anticipated to con-
sist of:
Exhibit A
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x Mark the proposed core and agricultural sample locations and notify Underground Service
Alert (USA) to locate and mark utilities in the proposed investigation area.
x Prepare an application for a City of La Quinta Encroachment Permit for our work. Geocon
will prepare a simple traffic control plan in accordance with WATCH Manual or standard
MUCTD diagrams. In the event an engineered traffic plan is required, it can be prepared at
an additional cost to this proposal. It is assumed that the City of La Quinta will NOT require
a permit fee for this City project.
x Geocon has planned for cold patch AC or high strength PCC patch for the core locations.
x Hire Tops n’ Barricades to set up traffic control for our coring operations in accordance
with the approved traffic control plans.
x Perform one day of pavement coring for excavation of six cores where pavement improve-
ments are proposed within the demonstration area. We will perform dynamic cone pene-
trometer testing of the subgrade soils in each core location to evaluate the condition of the
subgrade soils. Disturbed samples will be collected for laboratory testing. The soil units will
be logged in accordance with the USCS soil classification system. Core excavations will be
backfilled with gravel and capped with cold patch asphalt or high strength PCC.
x Collect four samples for agricultural testing. Samples will be collected from locations indi-
cated by you within the landscape areas. The soil samples will be collected with hand au-
ger equipment at depths of 18 to 24 inches. The samples will be sent to a subconsultant
for testing and recommendations on soil amendment.
x Perform geotechnical laboratory testing which is anticipated to include three R-value tests.
The final laboratory testing program will be based on our observations during the field ex-
ploration.
x Prepare a written letter report presenting our findings, conclusions and recommendations
regarding the geotechnical conditions within the project area. The report will include core
locations, existing street section measurements, notes on subgrade conditions, laboratory
data, geotechnical design parameters and recommendations for design and construction
of the roundabout improvements. The results of the agricultural testing will be included in
our report as an appendix.
Task 3.6 – Utility Coordination
Responsible Parties: GHD and City
GHD will work with utility and the City to determine prior rights and liability for each utility involve-
ment. GHD will prepare conflict maps for all proposed utility conflicts based on the 65% design
plans. One map will be prepared for each utility involvement. It is assumed up to six utility purvey-
ors will have conflicts. The maps will be sent to each utility along with the required Relocation Let-
ter.
GHD will coordinate with each utility company on the proposed relocation of their facilities. GHD
will participate in up to six meetings. It is assumed, if in-person meetings are conducted, all six
meetings will take place over the span of two days. It is assumed the relocation plans will be done
by the utility company and GHD will review and approved the plans. This Task excludes prepara-
tion of relocation plans for City or CVWD owned or facilities. It is assumed the design will be done
in a way to avoid conflicts with CVWD facilities other than minor adjustments to grade or shifts to
fire hydrants.
GHD will prepare signature ready utility agreements and notices to relocate to the affected purvey-
ors. All letters and notices under this task will be prepared on blank letterhead and submitted elec-
Exhibit A
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tronically to the City for placement on City letterhead, signature, and delivery to the utility compa-
nies.
GHD will prepare the Report of Investigation packages under this task as well.
Utility potholing for up to 20 potholes will be provided by subcontractor CV Pipeline. CV pipeline
will provide the needed traffic control. CV Pipelines pricing assumed utility depths will not exceed 7
feet and that potholes can be backfilled, tamped and repaired with temporary asphalt patch. The
scope includes a four man crew, service truck, compressor, breaker / spade, compaction and vac-
uum truck to perform all necessary operations.
Task 3.7 – 35% Plans
Responsible Parties: GHD
GHD will refine the approved conceptual design to a 35% geometric design level. The plans will in-
corporate basic horizontal and some vertical geometric design elements. The submittal is antici-
pated to consist of the following sheets: title, general notes, demolition, plan/layout, typical sec-
tions, and pavement delineations.
This submittal will also include an overall landscape design concept for the project. The landscape
concept will illustrate all proposed planting areas and tree layout; a plant schedule of proposed
plant materials; and a description of the irrigation system proposed. Only one alternative will be
provided.
Once the concept is approved, GHD will prepare one 3D "Sketch-up" model illustrating the land-
scape design concepts proposed. Various images will be captured from this model and will be pro-
vided to the City.
Task 3.8 – 65% PS&E
Responsible Parties: GHD
GHD will incorporate all revisions based on review comments of the 35% plans and prepare the
65% Plans. The following plan sheets are anticipated, for budget purposes, it is assumed no more
than 40 sheets will be provided:
• Title
• General Notes
• Typical Sections
• Key Map, Line Index, Survey Control
• Demolition
• Plan and Profiles
• Construction Details
• Grading Plan
• Utility Plan
• Drainage Plan and Profile
• Construction Area Signs
• Stage Construction and Traffic Control
• Pavement Delineation
• Sign Plans and Details
• Irrigation Notes, Plans and Details
• Planting Plans and Details
• Electrical Plans
GHD will provide a Project Estimate, which will identify appropriate bid items and quantities. Costs
will be based on the historical cost index associated with the identified bid items.
GHD will prepare the Draft Project Specifications and Bid Documents per City Standards. It is as-
sumed the City will provide any front-end contract boiler plate language required.
Exhibit A
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Task 3.9 – 90% PS&E
Responsible Parties: GHD
The plans, cost estimate and specifications prepared as part of the 65% PS&E will be supple-
mented with additional details and information as necessary to respond to comments received.
Task 3.10 – Final Bid Documents
Responsible Parties: GHD
The PS&E prepared as part of the 90% PS&E will be supplemented with additional details and in-
formation as necessary to respond to comments received for final submittal of sealed plans and
specifications to the City. This submittal will represent the final contract documents that will be is-
sued for bid and construction.
Task 3.11 – Hydraulics/Stormwater Design
Responsible Parties: GHD
GHD will prepare a Drainage Report for the project. Elements for the report include the existing and
proposed drainage shed maps and narrative of the drainage conditions prior to and after the pro-
ject.
This assumes the project will maintain the existing drainage patterns and drainage systems within
the limits of the proposed improvements and major storm drain infrastructure is not required. The
scope of work includes minor modifications and/or additions to the existing under- ground storm
drain system needed to adequately accommodate the run-off from the project.
GHD will prepare a Water Quality Management Plan (WQMP) to comply with the NPDES permit re-
quirements and the Coachella Valley Water District's Water Management Plan Update.
A draft drainage report and WQMP will be submitted with the 65% PS&E submittal, and a final re-
port with the 90% PS&E submittal.
This Task assumes water quality requirements can be met through the use of natural on-site Best
Management Practices, such as bio-retention swales, rain gardens, and/or self-retaining areas
such as landscaped medians. This Task also assumes that any existing run-on will not need to be
treated within the project limits or as part of this project. This Task also assumes the Storm Water
Pollution Prevention Plan will be prepared by the construction contractor.
Task 3.12 – Assistance during Bidding
Responsible Parties: GHD and City
GHD will provide support to the City during Bidding and the Advertising phase. This work includes
attending the pre-bid meeting and answer questions from bidders. GHD will also provide support
to the City in response to requests for information from bidders, including issuing addenda as a re-
sult of requests for information. This task assumes GHD will provide the pre-bid meeting virtually.
GHD will prepare a Resident Engineer (RE) Pending file for the City and RE’s use during bidding
and construction.
Task 3.13 – Construction Support
Responsible Parties: GHD and City
It is anticipated that the City will retain a third party firm to provide construction management and
Exhibit A
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inspection services. Under this task, engineering support will be provided on an as-requested basis
to respond to the requests of the RE. These requests include requests for information, review of
material submittals, interpretation of plans and specifications, plan changes and revisions, and
other construction related requests.
GHD will attend the pre-construction meeting in person.
GHD will also prepare record drawings based on the RE’s As-Built mark-ups for City records at the
completion of the construction.
Task 3 Products/Deliverables (electronic unless otherwise noted)
x Draft & Final ATP Application and Attachments
x Draft & Final IS/MND
x Geotechnical Report
x Utility Conflict maps (11x17), relocation letters, Utility Agreement, Notice to Owner, and report
of investigation
x 35%, 65%, 90%, and Final plans, landscape concept and estimate
x Draft & Final WQMP and Drainage Report
x Bidding Assistance Meeting Minutes, Responses to RFIs, Addenda Materials
x Construction Support Responses to RFIs, Plan or Specification Revisions, Record Drawings.
Exhibit A
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Task 4. Corridor Form Based Code (Optional Phase 4)
Task 4.1 – Administrative Draft Form-Based Code
Responsible Parties: LWC and GHD
Based on the Sample Form-Based Code and the recommendations and study area boundary es-
tablished in the Highway 111 Corridor Plan, LWC will develop an Administrative Draft Form-Based
Code for the Corridor. The Administrative Draft Form-Based Code will establish standards for tran-
sect zones, building types, frontage types, and civic space types, as well as land use regulations,
administrative provisions, and the design concepts developed with GHD, as necessary for cohe-
sion. The Administrative Draft Form-Based Code will also include a Regulating Plan.
The City will provide one round of consolidated, non-conflicting comments on the Administrative
Draft Form-Based Code.
Task 4.2 – Design Workshop
Responsible Parties: LWC, GHD, and City
LWC will facilitate one design workshop to educate community members on Form-Based Codes,
receive feedback on work completed to-date, and confirm the community’s vision for the Corridor.
The workshop will include a PowerPoint presentation describing background, context, and project
objectives, as well as an overview of where the Form-Based Code applies in the City and its organ-
ization and tools.
LWC staff members will facilitate small group discussions with accompanying materials (e.g., ques-
tionnaire, handout, maps, building type images, flip charts, etc.). LWC will submit draft workshop
material for City staff review, then LWC will prepare final workshop materials based on City staff
comments. Large-scale maps for the workshop will be produced by GHD. LWC will provide sum-
mary notes of the workshop. The City is responsible for securing a meeting space, noticing, and
distributing outreach materials.
Task 4.3 – Public Drafts of the Form-Based Code
Responsible Parties: LWC and GHD
LWC will prepare a Public Review Draft Form-Based Code based on the consolidated, non-con-
flicting comments provided by City staff. The City will manage the public rollout and comment
timeframe. It is anticipated that the Public Review Draft will accompany CEQA review.
LWC will review comments on the Public Review Draft Form-Based Code with City staff and pre-
pare a Public Hearing Draft Form-Based Code. LWC will prepare for and attend one teleconfer-
ence to discuss public comments with City staff. As necessary, LWC will also revise the Regulating
Plan. Upon completion of the Public Hearing Draft Form-Based Code, LWC will provide the InDe-
sign source files of the document to City staff.
Task 4.4 – Specific Plan Repeal Amendments
Responsible Parties: LWC, GHD, and City
If necessary and directed by City Council and Planning Commission, LWC will prepare amend-
ments for the repeal of the 11 Specific Plans along the Corridor.
Task 4.5 – Final Form-Based Code
Responsible Parties: LWC and GHD
Exhibit A
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LWC will coordinate with and provide guidance to City staff to prepare a Final Form-Based Code.
While not included in the budget, LWC and GHD can assist or lead all formal presentations to, and
hearings with, Planning Commission and City Council.
Task 4 Products/Deliverables (electronic unless otherwise noted)
• Administrative Draft Form-Based Code
• Draft design workshop presentation and group discussion materials
• Final design workshop presentation and group discussion materials
• Design workshop summary notes
• Public Review Draft Form-Based Code
• Public Hearing Draft Teleconference agenda
• Public Hearing Draft Form-Based Code
• Specific Plan Repeal Amendments
• Electronic and hard-copy Final Form-Based Code
Exhibit A
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Exhibit A Page
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ADDENDUM TO AGREEMENT
Re: Scope of Services
If the Scope of Services include construction, alteration, demolition,
installation, repair, or maintenance affecting real property or structures or
improvements of any kind appurtenant to real property, the following apply:
Prevailing Wage Compliance. If Contracting Party is a contractor
performing public works and maintenance projects, as described in this
Section 1.3, Contracting Party shall comply with applicable Federal, State, and
local laws. Contracting Party is aware of the requirements of California Labor
Code Sections 1720, et seq., and 1770, et seq., as well as California Code of
Regulations, Title 8, Sections 16000, et seq., (collectively, the “Prevailing
Wage Laws”), and La Quinta Municipal Code Section 3.12.040, which require
the payment of prevailing wage rates and the performance of other
requirements on “Public works” and “Maintenance” projects. If the Services
are being performed as part of an applicable “Public works” or “Maintenance”
project, as defined by the Prevailing Wage Laws, and if construction work over
twenty-five thousand dollars ($25,000.00) and/or alterations, demolition,
repair or maintenance work over fifteen thousand dollars ($15,000.00) is
entered into or extended on or after January 1, 2015 by this Agreement,
Contracting Party agrees to fully comply with such Prevailing Wage Laws
including, but not limited to, requirements related to the maintenance of
payroll records and the employment of apprentices. Pursuant to California
Labor Code Section 1725.5, no contractor or subcontractor may be awarded
a contract for public work on a “Public works” project unless registered with
the California Department of Industrial Relations (“DIR”) at the time the
contract is awarded. If the Services are being performed as part of an
applicable “Public works” or “Maintenance” project, as defined by the
Prevailing Wage Laws, this project is subject to compliance monitoring and
enforcement by the DIR. Contracting Party will maintain and will require all
subcontractors to maintain valid and current DIR Public Works contractor
registration during the term of this Agreement. Contracting Party shall notify
City in writing immediately, and in no case more than twenty-four (24) hours,
after receiving any information that Contracting Party’s or any of its
subcontractor’s DIR registration status has been suspended, revoked, expired,
or otherwise changed. It is understood that it is the responsibility of
Contracting Party to determine the correct salary scale. Contracting Party
shall make copies of the prevailing rates of per diem wages for each craft,
classification, or type of worker needed to execute the Services available to
interested parties upon request, and shall post copies at Contracting Party’s
principal place of business and at the project site, if any. The statutory
penalties for failure to pay prevailing wage or to comply with State wage and
hour laws will be enforced. Contracting Party must forfeit to City TWENTY-
Exhibit A
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FIVE DOLLARS ($25.00) per day for each worker who works in excess of the
minimum working hours when Contracting Party does not pay overtime. In
accordance with the provisions of Labor Code Sections 1810 et seq., eight
(8) hours is the legal working day. Contracting Party also shall comply with
State law requirements to maintain payroll records and shall provide for
certified records and inspection of records as required by California Labor Code
Section 1770 et seq., including Section 1776. In addition to the other
indemnities provided under this Agreement, Contracting Party shall defend
(with counsel selected by City), indemnify, and hold City, its elected officials,
officers, employees, and agents free and harmless from any claim or liability
arising out of any failure or alleged failure to comply with the Prevailing Wage
Laws. It is agreed by the parties that, in connection with performance of the
Services, including, without limitation, any and all “Public works” (as defined
by the Prevailing Wage Laws), Contracting Party shall bear all risks of payment
or non-payment of prevailing wages under California law and/or the
implementation of Labor Code Section 1781, as the same may be amended
from time to time, and/or any other similar law. Contracting Party
acknowledges and agrees that it shall be independently responsible for
reviewing the applicable laws and regulations and effectuating compliance
with such laws. Contracting Party shall require the same of all subcontractors.
Retention. Payments shall be made in accordance with the
provisions of Article 2.0 of the Agreement. In accordance with said Sections,
City shall pay Contracting Party a sum based upon ninety-five percent (95%)
of the Contract Sum apportionment of the labor and materials incorporated
into the Services under this Agreement during the month covered by said
invoice. The remaining five percent (5%) thereof shall be retained as
performance security to be paid to Contracting Party within sixty (60) days
after final acceptance of the Services by the City Council of City, after
Contracting Party has furnished City with a full release of all undisputed
payments under this Agreement, if required by City. In the event there are
any claims specifically excluded by Contracting Party from the operation of the
release, City may retain proceeds (per Public Contract Code § 7107) of up to
one hundred fifty percent (150%) of the amount in dispute. City’s failure to
deduct or withhold shall not affect Contracting Party’s obligations under the
Agreement.
Utility Relocation. City is responsible for removal, relocation, or
protection of existing main or trunk-line utilities to the extent such utilities
were not identified in the invitation for bids or specifications. City shall
reimburse Contracting Party for any costs incurred in locating, repairing
damage not caused by Contracting Party, and removing or relocating such
unidentified utility facilities. Contracting Party shall not be assessed liquidated
Exhibit A
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damages for delay arising from the removal or relocation of such unidentified
utility facilities.
Trenches or Excavations. Pursuant to California Public Contract
Code Section 7104, in the event the work included in this Agreement requires
excavations more than four (4) feet in depth, the following shall apply:
D Contracting Party shall promptly, and before the following
conditions are disturbed, notify City, in writing, of any: (1) material that
Contracting Party believes may be material that is hazardous waste, as
defined in Section 25117 of the Health and Safety Code, that is required to be
removed to a Class I, Class II, or Class III disposal site in accordance with
provisions of existing law; (2) subsurface or latent physical conditions at the
site different from those indicated by information about the site made
available to bidders prior to the deadline for submitting bids; or (3) unknown
physical conditions at the site of any unusual nature, different materially from
those ordinarily encountered and generally recognized as inherent in work of
the character provided for in the Agreement.
E City shall promptly investigate the conditions, and if it finds
that the conditions do materially so differ, or do involve hazardous waste, and
cause a decrease or increase in Contracting Party’s cost of, or the time
required for, performance of any part of the work shall issue a change order
per Section 1.8 of the Agreement.
F in the event that a dispute arises between City and
Contracting Party whether the conditions materially differ, or involve
hazardous waste, or cause a decrease or increase in Contracting Party’s cost
of, or time required for, performance of any part of the work, Contracting
Party shall not be excused from any scheduled completion date provided for
by this Agreement, but shall proceed with all work to be performed under this
Agreement. Contracting Party shall retain any and all rights provided either
by contract or by law which pertain to the resolution of disputes and protests
between the contracting Parties.
Safety. Contracting Party shall execute and maintain its work so
as to avoid injury or damage to any person or property. In carrying out the
Services, Contracting Party shall at all times be in compliance with all
applicable local, state, and federal laws, rules and regulations, and shall
exercise all necessary precautions for the safety of employees appropriate to
the nature of the work and the conditions under which the work is to be
performed. Safety precautions as applicable shall include, but shall not be
limited to: (A) adequate life protection and lifesaving equipment and
procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders,
Exhibit A
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bridges, gang planks, confined space procedures, trenching and shoring,
equipment and other safety devices, equipment and wearing apparel as are
necessary or lawfully required to prevent accidents or injuries; and
(C) adequate facilities for the proper inspection and maintenance of all safety
measures.
Liquidated Damages. Since the determination of actual damages
for any delay in performance of the Agreement would be extremely difficult or
impractical to determine in the event of a breach of this Agreement,
Contracting Party shall be liable for and shall pay to City the sum of One
Thousand dollars ($1,000.00) as liquidated damages for each working day of
delay in the performance of any of the Services required hereunder, as
specified in the Schedule of Performance. In addition, liquidated damages
may be assessed for failure to comply with the emergency call out
requirements, if any, described in the Scope of Services. City may withhold
from any moneys payable on account of the Services performed by
Contracting Party any accrued liquidated damages.
Exhibit B
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Exhibit B
Schedule of Compensation
With the exception of compensation for Additional Services, provided for
in Section 2.3 of this Agreement, the maximum total compensation to be paid
to Contracting Party under this Agreement is not to exceed Eight Hundred and
Eighty-Five Thousand, Two Hundred and Twenty-Eight Dollars ($885,228.00)
(“Contract Sum”). The Contract Sum shall be paid to Contracting Party on a
time and materials, not to exceed basis, based upon Contracting Party’s rate
schedule on a monthly basis and in an amount identified in Contracting Party’s
schedule of compensation attached hereto for the work tasks performed and
properly invoiced by Contracting Party in conformance with Section 2.2 of this
Agreement.
Tasks 0, 1 and 2 are authorized with the execution of this contract. Tasks
3 and 4 are optional work objectives contingent upon further approval and will
not be performed unless authorized in writing by the City of La Quinta contract
officer.
Task 0: Project Management $44,990
Task 1: Form-Based Code Assessment $102,725
Task 2: Corridor Design Concept $199,093
Task 3 (optional): ATP Grant Application and PS&E $388,650
Task 4 (optional): Hwy 111 Corridor Form-Based Code $149,770
Total: $885,228
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Exhibit C
Page 1 of
Exhibit C
Schedule of Performance
Contracting Party shall complete all services identified in the Scope of
Services, Exhibit A of this Agreement, in accordance with the Project
Schedule, attached hereto and incorporated herein by this reference.
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Exhibit D
Page 1 of 1
Exhibit D
Special Requirements
None.
Exhibit E
Page 1 of 6
Exhibit E
Insurance Requirements
E.1 Insurance. Prior to the beginning of and throughout the duration of
this Agreement, the following policies shall be maintained and kept in full force
and effect providing insurance with minimum limits as indicated below and
issued by insurers with A.M. Best ratings of no less than A-VI:
Commercial General Liability (at least as broad as ISO CG 0001)
$1,000,000 (per occurrence)
$2,000,000 (general aggregate)
Must include the following endorsements:
General Liability Additional Insured
General Liability Primary and Non-contributory
Commercial Auto Liability (at least as broad as ISO CA 0001)
$1,000,000 (per accident)
Personal Auto Declaration Page if applicable
Errors and Omissions Liability
$1,000,000 (per claim and aggregate)
Workers’ Compensation
(per statutory requirements)
Must include the following endorsements:
Workers Compensation with Waiver of Subrogation
Workers Compensation Declaration of Sole Proprietor if applicable
Contracting Party shall procure and maintain, at its cost, and submit
concurrently with its execution of this Agreement, Commercial General
Liability insurance against all claims for injuries against persons or damages
to property resulting from Contracting Party’s acts or omissions rising out of
or related to Contracting Party’s performance under this Agreement. The
insurance policy shall contain a severability of interest clause providing that
the coverage shall be primary for losses arising out of Contracting Party’s
performance hereunder and neither City nor its insurers shall be required to
contribute to any such loss. An endorsement evidencing the foregoing and
naming the City and its officers and employees as additional insured (on the
Commercial General Liability policy only) must be submitted concurrently with
the execution of this Agreement and approved by City prior to commencement
of the services hereunder.
Contracting Party shall carry automobile liability insurance of
$1,000,000 per accident against all claims for injuries against persons or
Exhibit E
Page 2 of 6
damages to property arising out of the use of any automobile by Contracting
Party, its officers, any person directly or indirectly employed by Contracting
Party, any subcontractor or agent, or anyone for whose acts any of them may
be liable, arising directly or indirectly out of or related to Contracting Party’s
performance under this Agreement. If Contracting Party or Contracting
Party’s employees will use personal autos in any way on this project,
Contracting Party shall provide evidence of personal auto liability coverage for
each such person. The term “automobile” includes, but is not limited to, a
land motor vehicle, trailer or semi-trailer designed for travel on public roads.
The automobile insurance policy shall contain a severability of interest clause
providing that coverage shall be primary for losses arising out of Contracting
Party’s performance hereunder and neither City nor its insurers shall be
required to contribute to such loss.
Professional Liability or Errors and Omissions Insurance as
appropriate shall be written on a policy form coverage specifically designed to
protect against acts, errors or omissions of the Contracting Party and “Covered
Professional Services” as designated in the policy must specifically include
work performed under this agreement. The policy limit shall be no less than
$1,000,000 per claim and in the aggregate. The policy must “pay on behalf
of” the insured and must include a provision establishing the insurer’s duty to
defend. The policy retroactive date shall be on or before the effective date of
this agreement.
Contracting Party shall carry Workers’ Compensation Insurance in
accordance with State Worker’s Compensation laws with employer’s liability
limits no less than $1,000,000 per accident or disease.
If coverage is maintained on a claims-made basis, Contracting Party shall
maintain such coverage for an additional period of three (3) years following
termination of the contract.
Contracting Party shall provide written notice to City within ten
(10) working days if: (1) any of the required insurance policies is terminated;
(2) the limits of any of the required polices are reduced; or (3) the deductible
or self-insured retention is increased. In the event any of said policies of
insurance are cancelled, Contracting Party shall, prior to the cancellation date,
submit new evidence of insurance in conformance with this Exhibit to the
Contract Officer. The procuring of such insurance or the delivery of policies
or certificates evidencing the same shall not be construed as a limitation of
Contracting Party’s obligation to indemnify City, its officers, employees,
contractors, subcontractors, or agents.
E.2 Remedies. In addition to any other remedies City may have if
Contracting Party fails to provide or maintain any insurance policies or policy
Exhibit E
Page 3 of 6
endorsements to the extent and within the time herein required, City may, at
its sole option:
a. Obtain such insurance and deduct and retain the amount of the
premiums for such insurance from any sums due under this Agreement.
b. Order Contracting Party to stop work under this Agreement
and/or withhold any payment(s) which become due to Contracting Party
hereunder until Contracting Party demonstrates compliance with the
requirements hereof.
c. Terminate this Agreement.
Exercise 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 Contracting Party’s failure to maintain or secure appropriate
policies or endorsements. Nothing herein contained shall be construed as
limiting in any way the extent to which Contracting Party may be held
responsible for payments of damages to persons or property resulting from
Contracting Party’s or its subcontractors’ performance of work under this
Agreement.
E.3 General Conditions Pertaining to Provisions of Insurance Coverage
by Contracting Party. Contracting Party and City agree to the following with
respect to insurance provided by Contracting Party:
Contracting Party agrees to have its insurer endorse the third
party general liability coverage required herein to include as additional
insureds City, its officials, employees, and agents, using standard ISO
endorsement No. CG 2010 with an edition prior to 1992. Contracting Party
also agrees to require all contractors, and subcontractors to do likewise.
No liability insurance coverage provided to comply with this
Agreement shall prohibit Contracting Party, or Contracting Party’s employees,
or agents, from waiving the right of subrogation prior to a loss. Contracting
Party agrees to waive subrogation rights against City regardless of the
applicability of any insurance proceeds, and to require all contractors and
subcontractors to do likewise.
All insurance coverage and limits provided by Contracting Party
and available or applicable to this Agreement are intended to apply to the full
extent of the policies. Nothing contained in this Agreement or any other
agreement relating to City or its operations limits the application of such
insurance coverage.
Exhibit E
Page 4 of 6
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.
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.
All coverage types and limits required are subject to approval,
modification and additional requirements by the City, as the need arises.
Contracting Party shall not make any reductions in scope of coverage (e.g.
elimination of contractual liability or reduction of discovery period) that may
affect City’s protection without City’s prior written consent.
Proof of compliance with these insurance requirements, consisting
of certificates of insurance evidencing all the coverages required and an
additional insured endorsement to Contracting Party’s general liability policy,
shall be delivered to City at or prior to the execution of this Agreement. In
the event such proof of any insurance is not delivered as required, or in the
event such insurance is canceled at any time and no replacement coverage is
provided, City has the right, but not the duty, to obtain any insurance it deems
necessary to protect its interests under this or any other agreement and to
pay the premium. Any premium so paid by City shall be charged to and
promptly paid by Contracting Party or deducted from sums due Contracting
Party, at City option.
It is acknowledged by the parties of this agreement that all
insurance coverage required to be provided by Contracting Party or any
subcontractor, is intended to apply first and on a primary, non-contributing
basis in relation to any other insurance or self-insurance available to City.
Contracting Party agrees to ensure that subcontractors, and any
other party involved with the project that is brought onto or involved in the
project by Contracting Party, provide the same minimum insurance coverage
required of Contracting Party. Contracting Party agrees to monitor and review
all such coverage and assumes all responsibility for ensuring that such
coverage is provided in conformity with the requirements of this section.
Contracting Party agrees that upon request, all agreements with
subcontractors and others engaged in the project will be submitted to City for
review.
Contracting Party agrees not to self-insure or to use any self-
insured retentions or deductibles on any portion of the insurance required
herein (with the exception of professional liability coverage, if required) and
Exhibit E
Page 5 of 6
further agrees that it will not allow any contractor, subcontractor, Architect,
Engineer or other entity or person in any way involved in the performance of
work on the project contemplated by this agreement to self-insure its
obligations to City. If Contracting Party’s existing coverage includes a
deductible or self-insured retention, the deductible or self-insured retention
must be declared to the City. At that time the City shall review options with
the Contracting Party, which may include reduction or elimination of the
deductible or self-insured retention, substitution of other coverage, or other
solutions.
The City reserves the right at any time during the term of this
Agreement to change the amounts and types of insurance required by giving
the Contracting Party ninety (90) days advance written notice of such change.
If such change results in substantial additional cost to the Contracting Party,
the City will negotiate additional compensation proportional to the increased
benefit to City.
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.
Contracting Party acknowledges and agrees that any actual or
alleged failure on the part of City to inform Contracting Party of non-
compliance with any insurance requirement in no way imposes any additional
obligations on City nor does it waive any rights hereunder in this or any other
regard.
Contracting Party will renew the required coverage annually as
long as City, or its employees or agents face an exposure from operations of
any type pursuant to this agreement. This obligation applies whether the
agreement is canceled or terminated for any reason. Termination of this
obligation is not effective until City executes a written statement to that effect.
Contracting Party shall provide proof that policies of insurance
required herein expiring during the term of this Agreement have been renewed
or replaced with other policies providing at least the same coverage. Proof
that such coverage has been ordered shall be submitted prior to expiration.
A coverage binder or letter from Contracting Party’s insurance agent to this
effect is acceptable. A certificate of insurance and an additional insured
endorsement is required in these specifications applicable to the renewing or
new coverage must be provided to City within five (5) days of the expiration
of coverages.
Exhibit E
Page 6 of 6
The provisions of any workers’ compensation or similar act will not
limit the obligations of Contracting Party under this agreement. Contracting
Party expressly agrees not to use any statutory immunity defenses under such
laws with respect to City, its employees, officials, and agents.
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.
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.
The requirements in this Exhibit supersede all other sections and
provisions of this Agreement to the extent that any other section or provision
conflicts with or impairs the provisions of this Exhibit.
Contracting Party agrees to be responsible for ensuring that no
contract used by any party involved in any way with the project reserves the
right to charge City or Contracting Party for the cost of additional insurance
coverage required by this agreement. Any such provisions are to be deleted
with reference to City. It is not the intent of City to reimburse any third party
for the cost of complying with these requirements. There shall be no recourse
against City for payment of premiums or other amounts with respect thereto.
Contracting Party agrees to provide immediate notice to City of
any claim or loss against Contracting Party arising out of the work performed
under this agreement. City assumes no obligation or liability by such notice,
but has the right (but not the duty) to monitor the handling of any such claim
or claims if they are likely to involve City.
Exhibit F
Page 1 of 3
Exhibit F
Indemnification
F.1 Indemnity for the Benefit of City.
a. Indemnification for Professional Liability. When the law
establishes a professional standard of care for Contracting Party’s Services, to
the fullest extent permitted by law, Contracting Party shall indemnify, protect,
defend (with counsel selected by City), and hold harmless City and any and
all of its officials, employees, and agents (“Indemnified Parties”) from and
against any and all claims, losses, liabilities of every kind, nature, and
description, damages, injury (including, without limitation, injury to or death
of an employee of Contracting Party or of any subcontractor), costs and
expenses of any kind, whether actual, alleged or threatened, including,
without limitation, incidental and consequential damages, court costs,
attorneys’ fees, litigation expenses, and fees of expert consultants or expert
witnesses incurred in connection therewith and costs of investigation, to the
extent same are caused in whole or in part by any negligent or wrongful act,
error or omission of Contracting Party, its officers, agents, employees or
subcontractors (or any entity or individual that Contracting Party shall bear
the legal liability thereof) in the performance of professional services under
this agreement. With respect to the design of public improvements, the
Contracting Party shall not be liable for any injuries or property damage
resulting from the reuse of the design at a location other than that specified
in Exhibit A without the written consent of the Contracting Party.
b. Indemnification for Other Than Professional Liability. Other
than in the performance of professional services and to the full extent
permitted by law, Contracting Party shall indemnify, defend (with counsel
selected by City), and hold harmless the Indemnified Parties from and against
any liability (including liability for claims, suits, actions, arbitration
proceedings, administrative proceedings, regulatory proceedings, losses,
expenses or costs of any kind, whether actual, alleged or threatened,
including, without limitation, incidental and consequential damages, court
costs, attorneys’ fees, litigation expenses, and fees of expert consultants or
expert witnesses) incurred in connection therewith and costs of investigation,
where the same arise out of, are a consequence of, or are in any way
attributable to, in whole or in part, the performance of this Agreement by
Contracting Party or by any individual or entity for which Contracting Party is
legally liable, including but not limited to officers, agents, employees, or
subcontractors of Contracting Party.
c. Indemnity Provisions for Contracts Related to Construction
(Limitation on Indemnity). Without affecting the rights of City under any
Exhibit F
Page 2 of 3
provision of this agreement, Contracting Party shall not be required to
indemnify and hold harmless City for liability attributable to the active
negligence of City, provided such active negligence is determined by
agreement between the parties or by the findings of a court of competent
jurisdiction. In instances where City is shown to have been actively negligent
and where City’s active negligence accounts for only a percentage of the
liability involved, the obligation of Contracting Party will be for that entire
portion or percentage of liability not attributable to the active negligence of
City.
d. Indemnification Provision for Design Professionals.
1. Applicability of this Section F.1(d). Notwithstanding
Section F.1(a) hereinabove, the following indemnification provision shall apply
to a Contracting Party who constitutes a “design professional” as the term is
defined in paragraph 3 below.
2. Scope of Indemnification. When the law establishes a
professional standard of care for Contracting Party’s Services, to the fullest
extent permitted by law, Contracting Party shall indemnify and hold harmless
City and any and all of its officials, employees, and agents (“Indemnified
Parties”) from and against any and all losses, liabilities of every kind, nature,
and description, damages, injury (including, without limitation, injury to or
death of an employee of Contracting Party or of any subcontractor), costs and
expenses, including, without limitation, incidental and consequential
damages, court costs, reimbursement of attorneys’ fees, litigation expenses,
and fees of expert consultants or expert witnesses incurred in connection
therewith and costs of investigation, to the extent same are caused by any
negligent or wrongful act, error or omission of Contracting Party, its officers,
agents, employees or subcontractors (or any entity or individual that
Contracting Party shall bear the legal liability thereof) in the performance of
professional services under this agreement. With respect to the design of
public improvements, the Contracting Party shall not be liable for any injuries
or property damage resulting from the reuse of the design at a location other
than that specified in Exhibit A without the written consent of the Contracting
Party.
3. Design Professional Defined. As used in this
Section F.1(d), the term “design professional” shall be limited to licensed
architects, registered professional engineers, licensed professional land
surveyors and landscape architects, all as defined under current law, and as
may be amended from time to time by Civil Code § 2782.8.
F.2 Obligation to Secure Indemnification Provisions. Contracting
Party agrees to obtain executed indemnity agreements with provisions
Exhibit F
Page 3 of 3
identical to those set forth herein this Exhibit F, as applicable to the
Contracting Party, from each and every subcontractor or any other person or
entity involved by, for, with or on behalf of Contracting Party in the
performance of this Agreement. In the event Contracting Party fails to obtain
such indemnity obligations from others as required herein, Contracting Party
agrees to be fully responsible according to the terms of this Exhibit. Failure
of City to monitor compliance with these requirements imposes no additional
obligations on City and will in no way act as a waiver of any rights hereunder.
This obligation to indemnify and defend City as set forth in this Agreement are
binding on the successors, assigns or heirs of Contracting Party and shall
survive the termination of this Agreement.