HomeMy WebLinkAboutA6325 - ALBERT GROVER & ASSOC - TRAFFIC ENGR CONVERTING INDIAN CANYON DR FROM ONE WAY TO TWO WAY CP 13-13 i
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CONSULTING SERVICES AGREEMENT
ALBERT GROVER&ASSOCIATES
TRAFFIC ENGINEERING
CONVERTING INDIAN CANYON DRIVE FROM ONE WAY TO TWO WAY
OPERATION, CITY PROJECT NO. 13-13
THIS AGREEMENT FOR CONSULTING SERVICES (the "Agreement') is made
and entered into this?_day of 2013, by and between the City of Palm
Springs, a California charter city a d municipal corporation ("City"), and Albert Grover
& Associates ("Consultant").
RECITALS
A. City requires professional traffic engineering services to assess the
feasibility of converting Indian Canyon Drive from one way operation to two way
operation. ("Project").
B. Consultant has submitted to City a proposal to provide Traffic Engineering
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Services to City pursuant to the terms of this Agreement.
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C. Based on its experience, education, training, and reputation, Consultant is
qualified to provide the necessary services to City for the Project and desires to provide
such services.
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D. City desires to retain the services of Consultant for the Project.
NOW, THEREFORE, in consideration of the promises and mutual agreements
contained herein, City agrees to retain and does hereby retain Consultant and
Consultant agrees to provide services to the City as follows:
AGREEMENT
1. CONSULTANT SERVICES
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1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Consultant shall provide Traffic Engineering Services to City as described
in the Scope of Services/Work attached to this Agreement as Exhibit "A" and
incorporated herein by reference (the "services" or "work"), which includes the agreed
upon schedule of performance and the schedule of fees. Consultant warrants that all
services and work shall be performed in a competent, professional, and satisfactory
manner in accordance with all standards prevalent in the industry. In the event of any
inconsistency between the terms contained in the Scope of Services/Work and the
terms set forth in the main body of this Agreement, the terms set forth in the main body
of this Agreement shall govern.
1.2 Compliance with Law. All services rendered under this Agreement shall
be provided by Consultant in accordance with all applicable federal, state, and local
laws, statutes and ordinances and all lawful orders, rules, and regulations promulgated
thereunder.
1.3 Licenses and Permits. Consultant shall obtain at its sole cost and
expense such licenses, permits, and approvals as may be required by law for the
performance of the services required by this Agreement.
AND,10R AGREEMENT
1.4 Familiarity with Work. By executing this Agreement, Consultant
warrants that it has carefully considered how the work should be performed and fully
understands the facilities, difficulties, and restrictions attending performance of the work
under this Agreement.
2. TIME FOR COMPLETION.
The time for completion of the services to be perforated by Consultant is an
essential condition of this Agreement. Consultant shall prosecute regularly and
diligently the work of this Agreement according to the agreed upon schedule of
performance set forth in Exhibit "A." Consultant shall not be accountable for delays in
( the progress of its work caused by any condition beyond its control and without the fault
or negligence of Consultant. Delays shall not entitle Consultant to any additional
compensation regardless of the party responsible for the delay.
3. COMPENSATION OF CONSULTANT
' 3.1 Compensation of Consultant. For the services rendered pursuant to
this Agreement, Consultant shall be compensated and reimbursed, in accordance with
the schedule of fees set forth in Exhibit "A," which total amount shall not exceed
$35,000.
3.2 Method of Payment. In any month in which Consultant wishes to receive
payment, Consultant shall no later than the first working day of such month, submit to
City in the form approved by City's finance director, an invoice for services rendered
prior to the date of the invoice. Payments shall be based on the percentage of work
! completed for authorized services performed. City shall pay Consultant for the
4 percentage of work completed when compared with the lump sum of $35,000 for all of
work identified in the scope of servicestwork shown in Exhibit A, which are approved by
City consistent with this Agreement, within thirty (30) days of receipt of Consultant's
invoice.
3.3 Channes. In the event any change or changes in the Scope of
Services/Work is requested by City, the parties hereto shall execute a written
amendment to this Agreement, setting forth with particularity all terms of such
amendment, including, but not limited to, any additional fees. An amendment may be
entered into:
A. To provide for revisions or modifications to documents or other
work product or work when documents or other work product or work is required by the
enactment or revision of law subsequent to the preparation of any documents, other
work product, or work;
B. To provide for additional services not included in this Agreement or
j not customarily fumished in accordance with generally accepted practice in Consultant's
profession.
3.4 Appropriations. This Agreement is subject to and contingent upon funds
being appropriated therefore by the City Council of City for each fiscal year covered by
the Agreement. If such appropriations are not made, this Agreement shall automatically
terminate without penalty to City.
4. PERFORMANCE SCHEDULE
4.1 Time of Essence. Time is of the essence in the performance of this
r Agreement.
4.2 Schedule of Performance. All services rendered pursuant to this
Agreement shall be performed pursuant to the agreed upon schedule of performance
set forth in Exhibit "A." The extension of any time period must be approved in writing by
the Contract Officer.
4.3 Force Maieure. The time for performance of services to be rendered
I pursuant to this Agreement may be extended because of any delays due to
{ unforeseeable causes beyond the control and without the fault or negligence of
Consultant, including, but not limited to, acts of God or of a public enemy, acts of the
government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes,
freight embargoes, and unusually severe weather if Consultant shall within ten (10)
days of the commencement of such condition notify the Contract Officer who shall
thereupon ascertain the facts and the extent of any necessary delay, and extend the
time for performing the services for the period of the enforced delay when and if in the
Contract Officer's judgment such delay is justified, and the Contract Officer's
determination shall be final and conclusive upon the parties to this Agreement.
4.4 Term. Unless earlier terminated in accordance with Section 9.5 of this
Agreement, this Agreement shall continue in full force and effect until December 31,
2013, unless extended by mutual written agreement of the parties.
5. COORDINATION OF WORK
5.1 Representative of Consultant The following principal of Consultant is
hereby designated as being the principal and representative of Consultant authorized to
act in its behalf with respect to the services and work specified herein and make all
decisions in connection therewith: Rob Kuehn, Director of Project Development. It
is expressly understood that the experience, knowledge, education, capability, and
reputation of the foregoing principal is a substantial inducement for City to enter into this
Agreement. Therefore, the foregoing principal shall be responsible during the term of
this Agreement for directing all activities of Consultant and devoting sufficient time to
personally supervise the services hereunder. The foregoing principal may not be
I changed by Consultant without prior written approval of the Contract Officer.
5.2 Contract Officer. The Contract Officer shall be the City Manager, or
his/her designee. It shall be the Consultant's responsibility to keep the Contract Officer,
or his/her designee, fully informed of the progress of the performance of the services
and Consultant shall refer any decisions that must be made by City to the Contract
Officer. Unless otherwise specified herein, any approval of City required hereunder
shall mean the approval of the Contract Officer.
5.3 Prohibition Aaainst Subcontractina or Assignment. The experience,
knowledge, education, capability, and reputation of Consultant, its principals and
employees, were a substantial inducement for City to enter into this Agreement.
i Therefore, Consultant shall not contract with any other individual or entity to perform in
whole or in part the services required hereunder without the express written approval of
City. In addition, neither this Agreement nor any interest herein may be assigned or
transferred, voluntarily or by operation of law, without the prior written approval of City.
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5.4 Independent Contractor. Neither City nor any of its employees shall
have any control over the manner, mode, or means by which Consultant, its agents or
employees, perform the services required herein, except as otherwise set forth herein.
Consultant shall perform all services required herein as an independent contractor of
City and shall not be an employee 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;
however, City shall have the right to review Consultant's work product, result, and
advice. Consultant shall not at any time or in any manner represent that it or any of its
agents or employees are agents or employees of City.
5.5 Personnel. Consultant agrees to assign the following individuals to
perform the services set forth herein. Consultant shall not alter the assignment of the
following personnel without the prior written approval of the Contract Officer. Acting
through the City Manager, the City shall have the unrestricted right to order the removal
of any personnel assigned by Consultant by providing written notice to Consultant.
Name: Title:
Rob Kuehn Director of Project Development
6. INSURANCE
[ Consultant shall procure and maintain, at its sole cost and expense, policies of
insurance as set forth in Exhibit "B," which is attached hereto and is incorporated herein
by reference.
7. INDEMNIFICATION.
j To the fullest extent permitted by law, Consultant shall defend (at Consultant's
sole cost and expense), indemnify, protect, and hold harmless City, its elected officials,
officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from
and against any and all liabilities, actions, suits, claims, demands, losses, costs,
judgments, arbitration awards, settlements, damages, demands, orders, penalties, and
expenses including legal costs and attorney fees (collectively "Claims"), including but
not limited to Claims arising from injuries to or death of persons (Consultant's
employees included), for damage to property, including property owned by City, from
any violation of any federal, state, or local law or ordinance, and from errors and
omissions committed by Consultant, its officers, employees, representatives, and
agents, which Claims arise out of or are related to Consultant's performance under this
Agreement, but excluding such Claims arising from the negligence or willful misconduct
of the City, its elected officials, officers, employees, agents, and volunteers. Under no
circumstances shall the insurance requirements and limits set forth in this Agreement be
construed to limit Consultant's indemnification obligation or other liability hereunder.
8. RECORDS AND REPORTS
8.1 Reports. Consultant shall periodically prepare and submit to the Contract
Officer such reports concerning the performance of the services required by this
Agreement as the Contract Officer shall require.
8.2 Records. Consultant shall keep such books and records as shall be
necessary to properly perform the services required by this Agreement and enable the
Contract Officer to evaluate the performance of such services. The Contract Officer
shall have full and free access to such books and records at all reasonable times,
including the right to inspect, copy, audit, and make records and transcripts from such
records.
j 8.3 Ownership of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by Consultant in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of
the Contract Officer or upon the termination of this Agreement, and Consultant shall
have no claim for further employment or additional compensation as a result of the
exercise by City of its full rights or ownership of the documents and materials
hereunder. Consultant may retain copies of such documents for its own use.
Consultant shall have an unrestricted right to use the concepts embodied therein.
8.4 Release of Documents. All drawings, specifications, reports, records,
j documents, and other materials prepared by Consultant in the performance of services
under this Agreement shall not be released publicly without the prior written approval of
the Contract Officer.
8.5 Cost Records. Consultant shall maintain all books, documents, papers,
employee time sheets, accounting records, and other evidence pertaining to costs
incurred while performing under this Agreement and shall make such materials
available at its offices at all reasonable times during the term of this Agreement and for
three (3) years from the date of final payment for inspection by City and copies thereof
shall be promptly furnished to City upon request.
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9. ENFORCEMENT OF AGREEMENT
9.1 California Law. This Agreement shall be construed and interpreted both
as to validity and to performance of the parties in accordance with the laws of the State
of California. Legal actions concerning any dispute, claim, or matter arising out of or in
relation to this Agreement shall be instituted in the Superior Court of the County of
Riverside, State of California, or any other appropriate court in such county, and
Consultant covenants and agrees to submit to the personal jurisdiction of such court in
the event of such action.
9.2 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. No consent or approval of City shall be deemed to waive or render
unnecessary City's consent to or approval of any subsequent act of Consultant. Any
waiver by either party of any default must be in writing and shall not be a waiver of any
other default concerning the same or any other provision of this Agreement.
9.3 Riahts 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
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any other rights or remedies for the same default or any other default by the other party.
i 9.4 Legal Action. In addition to any other rights or remedies, either party
I may take legal action, in law or in equity, to cure, correct, or remedy any default, to
recover damages for any default, to compel specific performance of this Agreement, to
obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the
purposes of this Agreement.
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9.5 Termination Prior to Expiration of Term. City reserves the right to
terminate this Agreement at any time, with or without cause, upon thirty (30) days
written notice to Consultant, except that where termination is due to the fault of
Consultant and constitutes an immediate danger to health, safety, and general welfare,
the period of notice shall be such shorter time as may be determined by the City. Upon
receipt of the notice of termination, Consultant shall immediately cease all services
hereunder except such as may be specifically approved by the Contract Officer.
Consultant shall be entitled to compensation for all services rendered prior to receipt of
the notice of termination and for any services authorized by the Contract Officer
thereafter. Consultant may terminate this Agreement, with or without cause, upon thirty
(30)days written notice to City.
10. CITY OFFICERS AND EMPLOYEES, NON-DISCRIMINATION
10.1 Non-Liability of City Officers and Employees. No officer or employee
of City shall be personally liable to the Consultant, or any successor-in-interest, in the
event of any default or breach by City or for any amount which may become due to the
Consultant or its successor, or for breach of any obligation of the terms of this
Agreement.
10.2 Covenant Against Discrimination. Consultant covenants that, by and.
for itself, its heirs, executors, assigns, and all persons claiming under or through them,
that there shall be no discrimination or segregation in the performance of or in
j connection with this Agreement regarding any person or group of persons on account of
j race, color, creed, religion, sex, marital status, disability, sexual orientation, national
origin, or ancestry.
11. MISCELLANEOUS PROVISIONS
11.1 Notice. Any notice, demand, request, consent, approval, or
communication either party desires or is required to give to the other party or any other
person shall be in writing and either served personally or sent by pre-paid, first-class
mail to the address set forth below. Either party may change its address by notifying
j the other party of the change of address in writing. Notice shall be deemed
communicated seventy-two (72) hours from the time of mailing if mailed as provided in
this Section.
To City: City of Palm Springs
Attention: City Manager& City Cleric
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Consultant Rob Kuehn, Director of
Project Development
Albert Grover&Associates
211 E. Imperial Hwy, Suite 208
Fullerton, CA 92835
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11.2 Intearated Agreement. This Agreement contains all of the agreements of
the parties and cannot be amended or modified except by written agreement.
11.3 Amendment This Agreement may be amended at any time by the
mutual consent of the parties by an instrument in writing.
11.4 Severability. In the event that any one or more of the phrases,
sentences, clauses, paragraphs, or sections contained in this Agreement shall be
declared invalid or unenforceable by valid judgment or decree of a court of competent
jurisdiction, such invalidity or unenforceability shall not affect any of the remaining
phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be
interpreted to carry out the intent of the parties hereunder.
11.5 Authority. The persons executing this Agreement on behalf of the parties
hereto warrant that they are duly authorized to execute this Agreement on behalf of said
parties and that by so executing this Agreement the parties hereto are formally bound to
the provisions of this Agreement.
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[SIGNATURE PAGE SEPARATELY ATTACHED]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates stated below.
"CITY"
City of Palm Springs
Date:
David H. Ready
City Manager APP BYCITYCOUNCIL
j APPROVED AS TO FORM: ATTEST
By: ByC)
Dougl . Holland, J mesThompson, o /��zor3
City Attorney City Clerk
"CONSULTANT"
Albert Grover&Associates
Date:�S 3 By :
(na )
(president)
Date:
(name) ,
��61417
(secretary)
Wititout Cued $
j AuthorizateonE'ppre s Written
he Cit&,
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j EXHIBIT "A"
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CONSULTANT'S
SCOPE OF SERVICES/WORK
Including,
Schedule of Fees
And
Schedule of Performance
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Exhibit "A"
Scope of Work, Schedule of Fees, and Schedule of Performance
SCOPE OF WORK
General Scope of Work: Consultant shall provide professional Traffic Engineering services to
assess the feasibility of converting Indian Canyon Drive from one-way operation to two-way
operation in the Downtown area.
The overall project approach in assessing the feasibility of converting this roadway from one-
way to two-way operation is to make maximum use of the previous study in order to minimize
overall cost to the City. Consultant shall attend a kickoff meeting with City and gather all
background data. City shall provide all available traffic and turning count data, striping plans,
timing plans, signal plans and the latest Palm Springs Promenade plans.
i The study shall evaluate the costs and traffic effects expected should the conversion occur on
Indian Canyon Drive between Alejo and Ramon Road. The report shall give detailed opinions on
f roadway changes, parking options striping operational alternatives, and short and long term
Level of Service for the street and intersections. Opinions on mitigation to achieve acceptable
's levels of service shall be presented in the final report. Consultant shall be present at the City
I Council meeting when the report is presented.
SCHEDULE OF FEES
1. Report on Indian Canyon Drive 2 way conversions Lump Sum$35,000
fi The above fee shall include 1 progress meeting, alternatives evaluations, Level of Service
evaluation, parking evaluation (allowable parallel vs. conversion to angled parking) written
report(1 paper copy& 1 electronic copy)and attendance at one Council meeting.
SCHEDULE OF PERFORMANCE
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The Consultant shall provide the services required in accordance with the Consultants work
schedule, generally defined as:
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Completion of Work in 8 calendar weeks from receipt of the notice to proceed.
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EXHIBIT `B"
INSURANCE PROVISIONS
Including
Verification of Coverage,
Sufficiency of Insurers,
Errors and Omissions Coverage,
Minimum Scope of Insurance,
Deductibles and Self-Insured Retentions, and
Severability of Interests (Separation of Insureds)
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Insurance
Consultant shall procure and maintain, at its sole cost and expense, and submit
concurrently with its execution of this Agreement, in a form and content satisfactory to
the City, public liability and property damage insurance against all claims for injuries
against persons or damages to property resulting from Consultant's performance under
this Agreement. Consultant shall also carry workers' compensation insurance in
accordance with California workers' compensation laws. Such insurance shall be kept
in full force and effect during the term of this Agreement, including any extension
thereof, and shall not be cancelable without thirty (30) days advance written notice to
City of any proposed cancellation. Certificates of insurance evidencing the foregoing
and designating the City, its elected officials, officers, employees, agents, and
volunteers as additional named insureds by original endorsement shall be delivered to
I and approved by City prior to commencement of services. The procuring of such
insurance and the delivery of policies, certificates, and endorsements evidencing the
same shall not be construed as a limitation of Consultant's obligation to indemnify City,
its elected officials, officers, agents, employees, and volunteers.
A. Minimum Scone of Insurance. The minimum amount of insurance
required hereunder shall be as follows:
1. Comprehensive general liability and personal injury with limits of at
least one million dollars ($1,000,000.00) combined single limit coverage per occurrence
and two million dollars ($2,000,000) general aggregate;
` 2. Automobile liability insurance with limits of at least one million
dollars ($1,000,000.00) per occurrence;
3. Professional liability (errors and omissions) insurance (*WAIVED)
with limits of at least one million dollars ($1,000,000.00) per occurrence and two million
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dollars ($2,000,000) annual aggregate; and,
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4. Workers' Compensation insurance in the statutory amount as
required by the State of California and Employer's Liability Insurance with limits of at
least one million dollars $1 million per occurrence. If Consultant has no employees,
Consultant shall complete the City's Request for Waiver of Workers' Compensation
Insurance Requirement form.
For any claims related to this Agreement, Consultant's insurance coverage shall
be primary insurance as respects City and its respective elected officials, officers,
employees, agents, and volunteers. Any insurance or self-insurance maintained by City
and its respective elected officials, officers, employees, agents, and volunteers shall be
in excess of Consultant's insurance and shall not contribute with it. For Workers'
Compensation and Employer's Liability Insurance only, the insurer shall waive all rights
of subrogation and contribution it may have against City, its elected officials, officers,
employees, agents, and volunteers.
B. Errors and Omissions Coverage. (*WAIVED) If Consultant provides
claims made professional liability insurance, Consultant shall also agree in writing either
(1) to purchase tail insurance in the amount required by this Agreement to cover claims
made within three years of the completion of Consultant's services under this
Agreement, or (2) to maintain professional liability insurance coverage with the same
carrier, or equivalent coverage with another company, in the amount required by this
Agreement for at least three years after completion of Consultant's services under this
Agreement. Consultant shall also be required to provide evidence to City of the
purchase of the required tail insurance or continuation of the professional liability policy.
C. Sufficiency of Insurers. Insurance required herein shall be provided by
authorized insurers in good standing with the State of California. Coverage shall be
provided by insurers admitted in the State of California with an A.M. Best's Key Rating
of B++, Class Vll, or better, unless otherwise acceptable to the City.
D. Verification of Coverage. Consultant shall furnish City with both
certificates of insurance and endorsements, including additional insured endorsements,
effecting all of the coverages required by this Agreement. The certificates and
endorsements are to be signed by a person authorized by that insurer to bind coverage
on its behalf. All proof of insurance is to be received and approved by the City before
work commences. City reserves the right to require Consultant's insurers to provide
complete, certified copies of all required insurance policies at any time. Additional
insured endorsements are not required for Errors and Omissions and Workers'
Compensation policies.
Verification of Insurance coverage may be provided by: (1) an approved General
and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an
i acceptable Certificate of Liability Insurance Coverage with an approved Additional
j Insured Endorsement with the following endorsements stated on the certificate:
1. "The City of Palm Springs, its officials, employees, and agents are named
as an additional insured..."("as respects City of Palm Springs Contract No. "or "for
any and all work performed with the City"may be included in this statement).
2. This insurance is primary and non-contributory over any insurance or se/f-
i insurance the City may have..." ("as respects City of Palm Springs Contract No. or
j "for any and all work performed with the City' may be included in this statement).
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3. "Should any of the above described policies be canceled before the
expiration date thereof, the issuing company will mail 30 days written notice to the
Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail
such notice shall impose no obligation or liability of any kind upon the company, its
agents or representative" is not acceptable and must be crossed out.
4. Both the Workers' Compensation and Employers' Liability policies shall
contain the insurer's waiver of subrogation in favor of City, its elected officials, officers,
employees, agents, and volunteers.
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In addition to the endorsements listed above, the City of Palm Springs shall be named
the certificate holder on the policies.
All certificates of insurance and endorsements are to be received and approved by the
City before work commences. All certificates of insurance must be authorized by a
person with authority to bind coverage, whether that is the authorized agent/broker or
insurance underwriter. Failure to obtain the required documents. prior to the
commencement of work shall not waive the Consultant's obligation to provide them.
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E. Deductibles and Self-Insured Retentions. Any deductibles or self-
insured retentions must be declared to and approved by the City prior to commencing
any work or services under this Agreement. At the option of the City, either the insurer
1 shall reduce or eliminate such deductibles or self-insured retentions as respects the
City, its elected officials, officers, employees, agents, and volunteers; or, Consultant
shall procure a bond guaranteeing payment of losses and related investigations, claim
administration, and defense expenses. Certificates of Insurance must include evidence
of the amount of any deductible or self-insured retention under the policy. Consultant
guarantees payment of all deductibles and self-insured retentions.
F. Severability of Interests (Separation of Insureds). This insurance
applies separately to each insured against whom claim is made or suit is brought except
with respect to the limits of the insurer's liability.
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