HomeMy WebLinkAbout0300C - KIMLEY-HORN and Associates - DOWNTOWN TRAFFIC PARKING STUDY Kimley-Horn & Assoc. , Inc.
. Dwntwn Traffic Study - Str.
Circulation & Parking Design
AGREEMENT #300C
R850, 3-4-92
CONTRACT SERVICES AGREEMENT FOR -
DOWNTOWN TRAFFIC STUDY
THIS CONTRACT SERVICES AGREEMENT (herein ".Agreement") , is made
and entered into this Z day of 1992 by and
between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM
SPRINGS, (herein "City") , a public body, corporate and politic, and
KIMLEY-HORN AND ASSOCIATES, INC. , a North Carolina corporation
(herein "Contractor") . The parties hereto agree as follows:
1. 0 SERVICES OF CONTRACTOR
1. 1 Scope of Services. In compliance with all terms and
conditions of this Agreement, the Contractor shall provide those
services specified in the "Scope of Services" attached hereto as
Exhibit "A" and incorporated herein by this reference, which
services may be referred to herein as the "services" or "work"
hereunder. Contractor warrants that all services will be performed
in a competent, professional and satisfactory manner in accordance
with the standards prevalent in the industry.
1. 2 Contractor's Proposal. The Scope of Services shall
include the Contractor's proposal or bid which shall be
incorporated herein by this reference as though fully set forth
herein. In the event of any inconsistency between the terms of
such proposal and this Agreement, the terms of this Agreement shall
govern.
1. 3 Compliance with Law. All services rendered
hereunder shall be provided in accordance with all ordinances,
resolutions, statutes, rules, and regulations of the City and any
Federal, State or local governmental agency having jurisdiction in
effect at the time service is rendered.
1. 4 Licenses, Permits, Fees and Assessments. Contractor
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. Contractor 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 Contractor's performance of the
services required by this Agreement, and shall indemnify, defend
and hold harmless City against any such fees, assessments, taxes
penalties or interest levied, assessed or imposed against City
hereunder.
1. 5 Familiarity with Work. By executing this Contract,
Contractor warrants that Contractor (a) has investigated and
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2/21/92 1
considered the scope of services to be performed, (b) has
considered how the services should be performed, and (c)
understands the facilities, difficulties and restrictions attending
performance of the services under this Agreement. Should the
Contractor discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder,
Contractor shall immediately inform the City of such fact and shall
not proceed except at Contractor' s risk until written instructions
are received from the Contract Officer.
1. 6 Care of Work. The Contractor shall adopt reasonable
methods during the life of the Agreement to furnish continuous
protection to the work, and the equipment, materials, papers,
documents, plans, studies and/or other components thereof to
prevent losses or damages, and shall be proportionally responsible
for all such damages, to persons or property, until acceptance of
the work by City, except such losses or damages as may be caused by
City' s own negligence or the negligence of other parties.
1.7 Further Responsibilities of Parties. Both parties
agree to use reasonable care and diligence to perform their
respective obligations under this Agreement. Both parties agree to
act in good faith to execute all instruments, prepare all documents
and take all actions as may be reasonably necessary to carry out
the purposes of this Agreement. Unless hereafter specified,
neither party shall be responsible for the service of the other.
1. 8 Additional Services. City shall have the right at
any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that
specified in the Scope of Services or make changes by altering,
adding to or deducting from said work. No such extra work may be
undertaken unless a written order is first given by the Contract
Officer to the Contractor, 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 the Contractor. Any increase in compensation of five
percent (5%) or less of the Contract Sum, or in the time to perform
of one hundred eighty (180) days or less may be approved by the
Contract Officer. Any greater increases, taken either separately
or cumulatively must be approved by the City Council. It is
expressly understood by Contractor that the provisions of this
Section shall not apply to services specifically set forth in the
Scope of Services or reasonably contemplated therein. Contractor
hereby acknowledges that it accepts the risk that the services to
be provided pursuant to the Scope of Services may be more costly or
time consuming than Contractor anticipates and that Contractor
shall not be entitled to additional compensation therefore.
1. 9 Special Requirements. Additional terms and
conditions of this Agreement, if any, which are made a part hereof
are set forth in the "Special Requirements" attached hereto as
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r ` � •
Exhibit "B" and incorporated herein by this reference. In the
event of a conflict between the provisions of Exhibit B and any
other provisions of this Agreement, the provisions of Exhibit "B"
shall govern.
2 . 0 COMPENSATION
2 . 1 Contract Sum. For the services rendered pursuant to
this Agreement, the Contractor shall be compensated in accordance
with the "Schedule of Compensation" attached hereto as Exhibit "C"
and incorporated herein by this reference, but not exceeding the
maximum contract amount of Forty Five Thousand Six Hundred Thirty
Eight Dollars ($45, 638. 00) (herein "Contract Sum") , except as
provided in Section I.S . The Contractor shall be paid monthly
based upon the percentage of completion of each Task described in
the Scope of Services. The amount of the Contract Sum allocated to
each Task is set forth in the Schedule of Compensation. The
Contract Sum shall include the attendance of Contractor at all
project meetings reasonably deemed necessary by the City;
Contractor shall not be entitled to any additional compensation for
attending said meetings.
2 .2 Method of Payment. Unless some other method of
payment is specified in the Schedule of Compensation (Exhibit C) ,
in any month in which Contractor wishes to receive payment, no
later than the first (1st) working day of such month, Contractor
shall submit to the City in the form approved by the City' s
Director of Finance, an invoice for services rendered prior to the
date of the invoice. City shall pay Contractor for all expenses
stated thereon which are approved by City pursuant to this
Agreement no later than thirty (30) days after submission.
3 . 0 PERFORMANCE SCHEDULE
3 . 1 Time of Essence. Time is of the essence in the
performance of this Agreement, subject to the provisions of Section
3 . 3 .
3 .2 Schedule of Performance. Contractor shall commence
the services pursuant to this Agreement upon receipt of a written
notice to proceed and shall perform all services within the time
period(s) established in the "Schedule of Performance" shown in
Exhibit "C" . The City will review all documents and reports
presented by Contractor and render decisions with respect thereto
within a reasonable time so as not to delay the services of
Contractor. When requested by the Contractor, extensions to the
time period(s) specified in the Schedule of Performance may be
approved in writing by the Contract Officer but not exceeding one
hundred eighty (180) days cumulatively.
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3 . 3 Force Majeure. The time period(s) 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 the Contractor, including, but not
restricted to, acts of God or of the public enemy, unusually severe
weather, fires, earthquakes, floods, epidemics, quarantine
restrictions, riots, strikes, freight embargoes, wars, litigation,
and/or acts of any governmental agency, including the City, if the
Contractor shall within ten (10) days of the commencement of such
delay notify the Contract Officer in writing of the causes of the
delay. The Contract Officer shall ascertain the facts and the
extent of delay, and extend the time for performing the services
for the period of the enforced delay when and if in the judgment of
the Contract Officer such delay is justified. The Contract
Officer's determination shall be final and conclusive upon the
parties to this Agreement. In no event shall Contractor be
entitled to recover damages against the City for any delay in the
performance of this Agreement, however caused, for a period up to
six (6) months cumulatively, Contractor ' s sole remedy being
extension of the Agreement pursuant to this Section. If any delay
in performance of this Agreement is greater than six (6) months
cumulatively, then the Contract Sum amy be subject to renegotiation
if mutually agreeable by the parties.
3 . 4 Term. Unless earlier terminated in accordance with
Section 7 .8 of this Agreement, this Agreement shall continue in
full force and effect until completion of the services but not
exceeding one (1) year from the date hereof, except as otherwise
provided in the Schedule of Performance.
4 . 0 COORDINATION OF WORK
4 . 1 Representative of Contractor. The following
principals of Contractor are hereby designated as being the
principals and representatives of Contractor authorized to act in
its behalf with respect to the work specified herein and make all
decisions in connection therewith:
Jerry W. Ingram, P.E. , Project Manager
Daniel S. Brame, P.E. , Vice President
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 Contractor
and devoting sufficient time to personally supervise the services
hereunder. For purposes of this Agreement, the foregoing
principals may not be replaced nor may their responsibilities be
4
s
substantially reduced by Contractor without the express written
approval of City.
4 . 2 Contract Officer. The Contract Officer shall be
such person as may be designated by the City Manager of City. It
shall be the Contractor' s responsibility to assure that the
Contract Officer is kept informed of the progress of the
performance of the services and the Contractor shall refer any
decisions which must be made by City to the Contract Officer.
Unless otherwise specified herein, any approval of City required
hereunder shall mean the approval of the Contract Officer. The
Contract Officer shall have authority to sign all documents on
behalf of the 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 Contractor,
its principals and employees were a substantial inducement for the
City to enter into this Agreement. Therefore, Contractor shall not
contract with any other entity to perform in whole or in part the
services required hereunder without the express written approval of
the City. In addition, neither this Agreement nor any interest
herein may be transferred, assigned, conveyed, hypothecated or
encumbered voluntarily or by operation of law, whether for the
benefit of creditors or otherwise, 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 (250) of the present ownership and/or
control of Contractor, taking all transfers into account on a
cumulative basis. In the event of any such unapproved transfer,
including any bankruptcy proceeding, this Agreement shall be void.
No approved transfer shall release the Contractor or any surety of
Contractor of any liability hereunder without the express consent
of City.
4 . 4 Independent Contractor. Neither the City nor any of
its employees shall have any control over the manner, mode or means
by which Contractor, its agents or employees, perform the services
required herein, except as otherwise set forth herein. City shall
have no voice in the selection, discharge, supervision or control
of Contractor' s employees, servants, representatives or agents, or
in fixing their number, compensation or hours of service.
Contractor 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. Contractor 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 Contractor in
its business or otherwise or a joint venturer or a member of any
joint enterprise with Contractor.
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5. 0 INSURANCE, INDEMNIFICATION AND BONDS
5. 1 Insurance. The Contractor shall procure and
maintain, at its sole cost and expense, in a form and content
satisfactory to City, during the entire term of this Agreement
including any extension thereof, the following policies of
insurance:
(a) Comprehensive General Liability Insurance. A policy
of comprehensive general liability insurance written on a per
occurrence basis in an amount not less than a combined single limit
of $2 , 000, 000. 00 for bodily injury, death and property damage.
(b) Worker' s Compensation Insurance. A policy of
worker's compensation insurance in such amount as will fully comply
with the laws of the State of California.
(c) Automotive Insurance. A policy of comprehensive
automobile liability insurance written on a per occurrence basis in
an amount not less than either (i) bodily injury liability limits
of $250, 000. 00 per person and $500, 000 . 00 per occurrence and
property damage liability limits of $100, 000 . 00 per occurrence and
$250, 000. 00 in the aggregate or (ii) combined single limit
liability of $500, 000. 00. Said policy shall include coverage for
owned, non-owned, leased and hired cars.
(d) Professional Errors and Omissions Insurance. A
policy of professional errors and omissions insurance in an amount
not less than $1, 000, 000. 00. .' Said--po-l-iep or--r-enewals---thereo-f—shall
�6 r-emain—in-.e-f-fe t-_for_.a._per-iod-o-f--wive-(-5)--y-ea-r-s-.-af-ter—comp-l-etion--of-
7 •the-wer-k—hereunder.
i y The policies of insurance described in subsections (a) and (b)
�J above shall be primary insurance and shall name the City, its
officers, employees and agents as additional insureds. The insurer
of all of the above policies shall waive all rights of contribution
it may have against the City, its officers, employees and agents
and their respective insurers. All of said policies of insurance
shall provide that said insurance may not be amended or canceled
without providing thirty (30) days prior written notice by
registered mail to the City. In the event any of said policies of
insurance are canceled, the Contractor shall, prior to the
cancellation date, submit new evidence of insurance in conformance
with this Section 5. 1 to the Contract Officer. No work or services
under this Agreement shall commence until the Contractor has
provided the City with Certificates of Insurance or appropriate
insurance binders evidencing the above insurance coverages and said
Certificates of Insurance or binders are approved by the City.
The Contractor agrees that the provisions of this Section 5. 1
shall not be construed as limiting in any way the extent to which
the Contractor may be held responsible for the payment of damages
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to any persons or property resulting from the Contractor' s
activities or the activities of any person or persons for which the
Contractor is otherwise responsible.
In the event the Contractor subcontracts any portion of the
work in compliance with Section^G4 . 3 of this Agreement, the
contract between the Contractor and such subcontractor shall
require the subcontractor to maintain the same policies of
insurance that the Contractor is required to maintain pursuant to
this Section 5.1.
5.2 Indemnification. Contractor agrees to indemnify the
City, its officers, agents and employees against, and will hold and
save them and each of them harmless from, any and all actions,
suits, claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities, (herein
"claims or liabilities") that may be asserted or claimed by any
person, firm or entity arising out of or in connection with the
negligent performance of the work, operations or activities of
Contractor, its agents, employees, subcontractors, or invitees,
provided for herein, or arising from the negligent acts or
omissions of Contractor hereunder, or arising from Contractor' s
negligent performance of or failure to perform any term, provision
covenant or condition of this Agreement, whether or not there is
concurrent passive or active negligence on the part of the City,
its officers, agents or employees but excluding such claims or
liabilities arising from the sole negligence or willful misconduct
of the City, its officers, agents or employees, who are directly
responsible to the City, and in connection therewith:
(a) Contractor will defend any action or actions filed
in connection with any of said claims or liabilities and will pay
all costs and expenses, including legal costs and attorneys ' fees
incurred in connection therewith; and
(b) Contractor will promptly pay any judgment rendered
against the City, its officers, agents or employees for any such
claims or liabilities arising out of or in connection with the
negligent performance of or failure to perform such work,
operations or activities of Contractor hereunder; and Contractor
agrees to save and hold the City, its officers, agents, and
employees harmless therefrom.
5. 3 Sufficiency of Insurer. The insurance required by
this Agreement shall be satisfactory only if issued by companies
qualified to do business in California, rated "A" or better in the
most recent edition of Best Rating Guide, The Key Rating Guide or
in the Federal Register, and only if� they are of a financial
category Class VII or better, unless such requirements are waived
by the Risk Manager of the City due to unique circumstances. In
the event the Risk Manager of City ("Risk Manager") determines that
the work or services to be performed under this Agreement creates
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an increased or decreased risk of loss to the City, the Contractor
agrees that the minimum limits of the insurance policies and the
performance bond required by this Section 5 may be changed
accordingly upon receipt of written notice from the Risk Manager;
provided that the Contractor shall have the right to appeal a
determination of increased coverage by the Risk Manager to the City
Council of City within 10 days of receipt of notice from the Risk
Manager and City shall pay the increased cost of the insurance
premiums for said policies.
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6. 0 RECORDS AND REPORTS
6. 1 Reports. Contractor shall periodically prepare and
submit to the Contract Officer such reports concerning the
performance of the services required by this Agreement as specified
in the Scope of Services.
6 . 2 Records. Contractor shall keep, and require
subcontractors to keep, such books and records as shall be
necessary to perform the services required by this Agreement and
enable the Contract Officer to evaluate the performance of such
services. The Contract Officer 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 records. Such records shall be
maintained for a period of three (3) years following completion of
the services hereunder, and the City shall have access to such
records in the event any audit is required.
6. 3 Ownership of Documents . All drawings,
specifications, reports, records, documents and other materials
prepared by Contractor, its employees, subcontractors and agents 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 Contractor shall have
no claim for further employment or additional compensation as a
result of the exercise by City of its full rights of ownership of
the documents and materials hereunder. Any use of such completed
documents for other projects and/or use of uncompleted documents
without specific written authorization by the Contractor will be at
the City's sole risk and without liability to Contractor, and the
City shall indemnify the Contractor for all damages resulting
therefrom. Contractor may retain copies of such documents for its
own use. Contractor shall have an unrestricted right to use the
concepts embodied therein. All subcontractors shall provide for
assignment to City of any documents or materials prepared by them,
and in the event Contractor fails to secure such assignment,
Contractor shall indemnify City for all damages resulting
therefrom.
6. 4 Release of Documents. The drawings, specifications,
reports, records, documents and other materials prepared by
Contractor in the performance of services under this Agreement
shall not be released publicly without the prior written approval
of the Contract Officer.
7 . 0 ENFORCEMENT OF AGREEMENT
7 . 1 California Law. This Agreement shall be construed
and interpreted both as to validity and to performance of the
9
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 Contractor
covenants and agrees to submit to the personal jurisdiction of such
court in the event of such action.
7. 2 Disputes. In the event of any dispute arising under
this Agreement, the injured party shall notify the injuring party
in writing of its contentions by submitting a claim therefor. 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 injured
party; provided that if the default is an immediate danger to the
health, safety and general welfare, such immediate action may be
necessary. 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 or the Contractor ' s right to terminate this Agreement
without cause pursuant to Section 7 . 6 .
7 . 3 Waiver. No delay or omission in the exercise of any
right or remedy by a nondefaulting party on any default shall
impair such right or remedy or be construed as a waiver. A party' s
consent to or approval of any act by the other party requiring the
party' s consent or approval shall not be deemed to waive or render
unnecessary the other party's consent to or approval of any
subsequent act. Any waiver by either party of any default must be
in writing and shall not be a waiver of any other default
concerning the same or any other provision of this Agreement.
7.4 Rights and Remedies are Cumulative. Except with
respect to rights and remedies expressly declared to be exclusive
in this Agreement, the rights and remedies of the parties are
cumulative and the exercise by either party of one or more of such
rights or remedies shall not preclude the exercise by it, at the
same or different times, of any other rights or remedies for the
same default or any other default by the other party.
7 . 5 Legal Action. In addition to any other rights or
remedies, either party 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 declaratory or injunctive relief, or to obtain any other
remedy consistent with the purposes of this Agreement.
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7 . 6 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. The City reserves the right to terminate this Agreement at
any time, with or without cause, upon thirty (30) days ' written
notice to Contractor, except that where termination is due to the
fault of the Contractor, the period of notice may be such shorter
time as may be determined by the Contract Officer. In addition,
the Contractor reserves the right to terminate this Agreement at
any time upon, with or without cause, upon sixty (60) days ' written
notice to City, except that where termination is due to the fault
of the City, the period of notice may be such shorter time as the
Contractor may determine. Upon receipt of any notice of
termination, Contractor shall immediately cease all services
hereunder except such as may be specifically approved by the
Contract Officer. Contractor shall be entitled to compensation for
all services rendered prior to the effective date of the notice of
termination and for any services authorized by the Contract Officer
thereafter in accordance with the Schedule of Compensation (Exhibit
"C") or such as may be approved by the Contract Officer. In the
event of termination without cause pursuant to this Section, the
terminating party need not provide non-terminating party with the
opportunity to cure pursuant to Section 7 . 2 .
7 . 7 Termination for Default of Contractor. If
termination is due to the failure of the Contractor to fulfill its
obligations under this Agreement, City may, after compliance with
the provisions of Section 7 . 2 , take over the work and prosecute the
same to completion by contract or otherwise, and the Contractor
shall be liable to the extent that the total cost for completion of
the services required hereunder exceeds the compensation herein
stipulated (provided that the City shall use reasonable efforts to
mitigate such damages) , and City may withhold any payments to the
Contractor for the purpose of setoff or partial payment of the
amounts owed the City as previously stated.
7.8 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 attorney' s fees. Attorney' s fees shall include
attorney' s fees on any appeal, and in addition a party entitled to
attorney' s 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.
8 . 0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
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8 . 1 Non-liability of City Officers and Employees. No
officer or employee of the City shall be personally liable to the
Contractor, or any successor in interest, in the event of any
default or breach by the City or for any amount which may become
due to the Contractor or to its successor, or for breach of any
obligation of the terms of this Agreement.
8.2 Conflict of Interest. No officer or employee of the
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 the 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. The Contractor
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.
8 . 3 Covenant Against Discrimination. Contractor
covenants that, by and for itself, its heirs, executors, assigns,
and all persons claiming under or through them, that there shall be
no discrimination against or segregation of, any person or group of
persons on account of race, color, creed, religion, sex, marital
status, national origin, or ancestry in the performance of this
Agreement. Contractor shall take affirmative action to insure that
applicants are employed and that employees are treated during
employment without regard to their race, color, creed, religion,
sex, marital status, national origin, or ancestry.
9 . 0 MISCELLANEOUS PROVISIONS
9. 1 Notice. Any notice, demand, request, document,
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 prepaid,
first-class mail, in the case of the City, to the City Manager and
to the attention of the Contract Officer, CITY OF PALM SPRINGS,
P.O. Box 2743 , Palm Springs, California 92263 , and in the case of
the Contractor, to the person at the address designated on the
execution page of this Agreement. Either party may change its
address by notifying the other party of the change of address in
writing. Notice shall be deemed communicated at the time
personally delivered or in seventy-two (72) hours from the time of
mailing if mailed as provided in this Section.
9 .2 Interpretation. The terms of this Agreement shall
be construed in accordance with the meaning of the language used
and shall not be construed for or against either party by reason of
the authorship of this Agreement or any other rule of construction
which might otherwise apply.
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9 . 3 Integration; Amendment. 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. This Agreement may be amended at any time by the
mutual consent of the parties by an instrument in writing.
9 .4 Severability. In the event that any one or more of
the phrases, sentences, clauses, paragraphs, or sections contained
in this Agreement shall be declared invalid or unenforceable by a
valid judgment or decree of a court of competent jurisdiction, such
invalidity or unenforceability shall not effect any of the
remaining phrases, sentences, clauses, paragraphs, or sections of
this Agreement which are hereby declared as severable and shall be
interpreted to carry out the intent of the parties hereunder 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.
9 . 5 Corporate Authority. The persons executing this
Agreement on behalf of the parties hereto 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) the entering into
this Agreement does not violate any provision of any other
Agreement to which said party is bound.
IN WITNESS WHEREOF, the parties have executed and entered into
this Agreement as of the date first written above.
ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF PALM SPRINGS, a public
body, corporate and politic
Ads fent Secretary Chairman
APPROVED AS TO FORM:
RUTAN & TUCKER
APPRInV77"Ii EVY fs]]rr /c-tiy-'
By:
/1•lf� �/l�/L( �S "" C a �+')�I' �e s& `��o e' (.1 V ,� [.7�-
David J-�-JAleshire, Esq. 300 L,
Agency Counsel
[SIGNATURES CONTINUED ON NEXT PAGE]
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CONTRACTOR:
KIMLEY-HORN AND ASSOCIATES, INC. , a
North Carolina corp ration
By:e:�. J y ) -'Nam • J rry )) Ingrai
Title ce 4� elide t "j
By:
Name: Chris/R. Swenson
Title: Assistant Secretary
Address: 2100 W. Orangewood Ave.
Suite 140
Orange, California 02668
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• •
PALM SPRINGS DOWNTOWN TRAFFIC STUDY
SCOPE OF SERVICES
The City of Palm Springs has been discussing circulation changes to the one-way couple of Palm
Canyon and Indian Canyon Drives. During the summer of 1992 the Desert Water Agency will be
closing North Palm Canyon Drive in increments to lay new water lines. This operation will require
two-way traffic to open along Indian Canyon Drive to serve as a detour. In conjunction with this
project's temporary mitigation of traffic, the City may want to make permanent traffic changes in
downtown. In order to assess the impacts of any proposed permanent changes, a traffic study
conducted during the peak season of 1992 will be needed. The following is an outline of a proposed
scope for the downtown Palm Springs Traffic Study.
The study area for the Downtown Palm Springs Traffic Study focuses on the one-way couple of Palm
Canyon and Indian Canyon Drives from Granvia Valmonte to Sunny Dunes.
PHASE I - IMPACT AND OPTIONS EVALUATION
Task 1: Data Collection
a. The City will provide the following data from existing records:
• Recent 20 scale aerials or other maps showing lane configuration, width and
right-of-way notations
• Existing 24-hour traffic counts in study area for both peak and non-peak
seasons
• Existing turning movement counts in study area
• History on conversion to one-way traffic
• Accident data
• Signal timing plans
• Traffic signal equipment inventory
• Traffic sign inventory
C. The Consultant will identify intersection turning movement count sites.
d. The Consultant will conduct turning movement and pedestrian counts.
• At approximately 10 locations
• Both noon and pm peak hours
Task 2: Data Analysis
The Consultant will:
a. Review and analyze data provided by the City.
b. Conduct signalized intersection capacity analysis for existing conditions on Palm
Canyon and Indian Canyon Drives (up to 10 locations).
d. Identify access and circulation issues or problems.
e. Develop traffic volume and turning movement forecasts for two-way traffic
circulation (up to 10 locations).
pstraf.sco/revised 2-23-92 1
Task 3: Evaluate Options and Impacts
The consultant will conduct impact evaluation for up to four lane configuration options. The
evaluation would include access changes along Palm Canyon and Indian Canyon Drives, circulation
impacts,signalized intersection capacity analysis,and parking impacts. Conceptual drawings showing
possible future lane configurations for each option will be prepared. The options that may be
considered include the following:
a. No change to current lane and access configuration.
b. Two-way traffic on Indian Canyon Drive only.
• With parallel parking
• With angled parking
C. Two-way traffic on Indian Canyon and Palm Canyon.
• With parallel parking
• With angled parking
d. One-way traffic remains but change to angled parking on Indian Canyon.
Task 4: Recommendations
The Consultant will provide the following:
a. Technical memorandum on temporary traffic mitigation for summer of 1992.
b. Draft and Final Impact and Options Evaluation report with conceptual drawings and
recommendations.
C. Conduct public information meeting in conjunction with City staff.
d. Technical memorandum assessing signal system needs, priorities and projections of
probable cost.
PHASE II - DESIGN AND IMPLEMENTATION STUDY
Based on the results of Phase I, the City may choose to implement some changes to traffic circulation
in downtown Palm Springs. This brief list for Phase II services shows some design tasks that would
assist in implementing changes to traffic circulation. These services would be in addition to the initial
traffic study and dependent upon the City's decision for downtown traffic circulation.
1. Construction Cost Estimates
2. Intersection and Signal Design and Plans
3. Signal Timing System Design and Implementation
4. Lane Geometry including redesign of U-turn at Camino Parocela
5. Signs and Striping and Plans
6. Detailed Project Staging and Temporary Traffic Mitigation (for permanent circulation
changes)
pstraf.sco/revised 2-23-92 2
CITY OF PALM SPRINGS DOWNTOWN TRAFFIC STUDY
STAFF HOUR ESTIMATE BY TASK SCHEDULE
JANUARY FEBRUARY MARCH
Task BRAME INGRAM HAVER STANLEY TECH CLER TO[al 6 13 20 27 3 10 17 24 1 2 9 16 23 30
Task 1 - DATA COLLECTION/KICK-OFF Task 1 - DATA COLLECTION/KICK-OFF •
a. Collect City Information/Hold Kick-off Meeting 8 12 2 $2,334
c. Determine Turning Movement/Pedestrian Count Sites 21 4 1 $490
d. Conduct Turning Movement Counts $4,000
TASK 1 HOURS 0 8 2 16 0 2 28
Labor Cost $0 $1,368 $198 $1,168 $0 $90 $6,824
Expenses $400
TOTAL TASK 1 COST $7 224
CITY OF PALM SPRINGS DOWNTOWN TRAFFIC STUDY
STAFF HOUR ESTIMATE BY TASK SCHEDULE
JANUARY1 FEBRUARY1 MARCH
Task BRAME INGRAM HAVER STANLEY TECH CLER Total 6 13 20 27 3 10 17 24 2 9 16 23 30
Task 2- DATA ANALYSIS Task 2- DATA ANALYSIS •
a. Review Existing Data 6 4 $886
b. Conduct ICU Analysis for Existing Condition 8 $584
d. Determine Issues, Problems, and Options 2 4 2 6 $1,574
e. Develop Traffic Forecasts for 2-way 4 12 16 $3,040
I. Quality Control/Quality Assurance 2 2 4 $668
TASK2HOURS 2 10 20 36 0 4 $6,752
Labor Cost $254 $1,710 $1,980 $2.628 $0 $180 $6,752
Expenses $500
TOTAL TASK 2 COST $7 252
CITY OF PALM SPRINGS DOWNTOWN TRAFFIC STUDY
STAFF HOUR ESTIMATE BY TASK SCHEDULE
JANUARY FEBRUARY MARCH
Task BRAME INGRAM HAVER STANLEY TECHCLER Total 6 13 20 27 3 10 17 24 1 2 9 16 23 30
Task 3- EVALUATE OPTIONS AND IMPACTS Task 3- EVALUATE OPTIONS AND IMPACTS
a. Evaluate Existing Conditions 2 4 $490
b. Evaluate Change to Indian Canyon Only 3 4 16 $1,945
C. Evaluate 2-way Traffic on Indian and Palm Canyon 3 4 16 $1,945
d. Evaluate Parking Changes Only 2 2 $400
e. Conduct Matrix Evaluation of Impacts 2 2 8 $1,036
I. Prepare Graphics/Conceptual Drawings 6 8 24 $2,594
g. Quality Control/Quality Assurance 2 4 4 4 $1,410
TASK 3 HOURS 12 4 18 58 24 4 $9,820
Labor Cost $1,524 $684 $1,782 $4,234 $1,416 $180 $9,820
Expenses $500
TOTAL TASK 3 COST $10,320
CITY OF PALM SPRINGS DOWNTOWN TRAFFIC STUDY
STAFF HOUR ESTIMATE BY TASK SCHEDULE
JANUARY FEBRUARY MARCH
Task BRAME INGRAM HAVER STANLEY TECH CLER TOtaI 6 13 20 27 3 10 17 24 1 2 1 9 16 23 30
Task 4- RECOMMENDATIONS Task 4- RECOMMENDATIONS
a. Temporary Traffic Mitigation Tech Memo 2 4 12 4 4 $1,942
b. Draft Impact and Options Evaluation Report 4 4 8 32 12 12 $5,568
c. Conduct Public Meeting 8 12 :32
8 4 $2,896
d. Final Report 208 4 $2,112
e. Assess Signal System Needs 32
I. Quality Control/Quality Assurance 4 4 4 2 $1,462
TASK 4HOURS 6 16 48 80 26 $17,148
Labor Cost $762 $2,736 $4,752 $5,840 8 $1,170 $17,148
Expenses $1,000
TOTAL TASK 4 COST $18 148
CITY OF PALM SPRINGS DOWNTOWN TRAFFIC STUDY
STAFF HOUR ESTIMATE BY TASK SCHEDULE
JANUARY FEBRUARY1 MARCH
Task BRAME INGRAM HAVER S ANLEY TECH CLER Total 6 13 20 27 3 10 17 24 1 2 1 9 16 23 30
Task 5 - COORDINATION AND PROJECT ADMINISTRATION Task 5- COORDINATION AND PROJECT ADMIN
TASK HOURS 4 10 24 $2,494
Labor Cost $0 $884 $0 $730 $0 $1,080 $2,494
Expenses $200
TOTAL TASK 5 COST $2,694
•
L
fi
CITY OF PALM SPRINGS DOWNTOWN TRAFFIC STUDY
STAFF HOUR ESTIMATE BY TASK SCHEDULE
JANUARY FEBRUARY MARCH
Task BRAME INGRAM HAVER STANLEY TECH CLER Total 6 13 20 27 1 3710 17 1 24 2 9 1 16 23 30
Tasks 1 thru 5 -TOTALS
TOTAL PROJECT HOURS 20 42 88 200 56 60 $39,038
TOTAL PROJECT EXPENSES $2,600
TOTAL PROJECT LABOR COST $2,540 $7,182 $8,712 $14,600 $3,304 $2,700 $43,038
TOTAL PROJECT COST $45,638
/NAM ✓19
ACORO® CERTIFICATE OF LIABILITY INSURANCE Q3G6C
DATE INM'nn"'YY,
9/2012023
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsements .
PRODUCER
Edgewood Partners Ins. Center/Grayling
3780 Mansell Rd. Suite 370
Alpharetta GA 30022
CONTACT
der No da
NE FNc
PO7702207699 No:770=7699
nWAS : r in carts reI .corn
INSURERS AFFORDING COVERAGE
NAIc#
INSURER A: National Union Fire Ins Co of Pittsburg19445
INSURED IOMLASS
INSURER B: Allied World Assurance Co U.S. Inc.
19489
Kmley-Horn and Associates, Inc.
421 Fayetteville Street, Suite 600
Raleigh, NC27601
INSURERC: New Hampshire Insurance Company
23841
INSURER D:Lloyd' SofLondon
86202
INSURER E
INSURER F:
COVERAGES CERTIFICATE NUMBER: 1610161804 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTJIM
TYPE OF INSURANCE
POLICY NUMBER
PODGYEFF POLICYEXP
MM1DDNYYYI
LIMITS
A
X
COMMERCIALOENERALLIANUTY
GL5268169
4/12023
4112024
EACHOCCURRENCE
$2.000,000
CWMS4MADE FxI OCCUR
PREMISES IEao marsal
$1,000,000
X
MED EXP (My one )
$25,000
corrba*w UM,
PERSONAL B ADV INJURY
52,000,000
GENL AGGREGATE LIMIT APPLIES PER:
GENERALAGGREGATE
S4,0D0,000
POLICY O.
JECTT F-:�] LOC
PRODUCTS -COMPIOPAGG
$4,000,000
S
OTHER:
I
A AUfOYO&LELABILRY
A
X ANY AUTO
CA4489693
CA2070071
4)12023
4/1/2OZ3
4/12024
4/l2024
�MBINaEaD SINGLE LIMIT
$2000000
BODILY INJURY (Per person)
S
OWNED SCHEDULED
AUTOS ONLY AUTOS
BODILY INJURY (Per accolai
S
PROPERTY DAMAGE
Per
S
X HIRED X NON -OWNED
AUTOSONLY AUTOS ONLY
S
8
X
UMBRELLA IJAS
X
OCCUR
03127930
4/12023
4/12024
EACHOCCURRENCE
$5,000,000
X
AGGREGATE
$6,000.000
EXCESS LIAR
CLAIMS -MADE
DIED I X I RETENTIONS in AM
S
C
C
WORKERSCOMPENSATION
AND EMPLOYERS'LIABILRY YIN
MYPROPRIETORIPARTNER/EXECI.mVE Q
OFFICERMEMBEREXCLUDED9
(Mandatory In NH)
NIA
WC015893685((AOS)
WC01589368fi (CA)
4112023
4112023
4/12024
4112024
X PER Otto
STATUT ER
E.L EACH ACCIDENT
$1,000.000
E.L. DISEASE - EA EMPLOYEE
$ 1,000,000
f yyeess describe under
DESORIPTION OF OPERATIONS below
E L. DISEASE. POLICY LIMIT
$1,000,000
D Professional Uab
8014OLOUSA2304949 4/12023
4112024 Per Claim
$2,000,000
Aggregate
$2,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (ACORD 10. Additional Remarks ScheduN, may be attached if more Spam is re4uind)
Re: Demuth Park Development; Frank Hoffman. The City, its elected officials, officers, employees, agents & volunteers are named as Additional Insureds with
respects to General Liability where required by written contract. The above referenced liability policies with the exception of workers compensation and
professional liability are primary & non-contributory where required by written contract. Waiver of Subrogation in favor of Additional Insured(s) where required by
written contract & allowed by law. Should any of the above described policies be cancelled by the issuing insurer before the expiration date thereof, 30 days'
written notice (except 10 days for nonpayment of premium) will be provided to the Certificate Holder.
CERTIFICATE HOLDER CANCELLATION
licuuVro
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE ERED IN
ACCORDANNCCEIWITHTHE POLICY PROVISIONS t�IL§ tffJ
City of Palm Springs
3200 E. Tahquilz Canyon Way
Palm Springs CA 92262
AUTHORIZEDREPRESENTATIVE City Hell
7' ��� �S / Receotion Desk
01988.2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
POLICY NUMBER: 526-81 -69 COMMERCIAL GENERAL LIABILITY
CG 20 10 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS - SCHEDULED PERSON OR
ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s)
Location(s) Of Covered Operations
ANY PERSON OR ORGANIZATION WHOM YOU
PER THE CONTRACT OR AGREEMENT.
BECOME OBLIGATED TO INCLUDE AS AN
ADDITIONAL INSURED AS A RESULT OF ANY
CONTRACT OR AGREEMENT YOU HAVE ENTERED
INTO.
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
CG 20 10 12 19 0 Insurance Services Office, Inc., 2018 Page 1 of 2 ❑
A. Section II - Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury",
"property damage" or "personal and advertising
injury" caused, in whole or in part, by:
1. Your acts or omissions; or
2. The acts or omissions of those acting on
your behalf;
in the performance of your ongoing operations
for the additional insured(s) at the locations)
designated above.
However:
1. The insurance afforded to such additional
insured only applies to the extent permitted
by law; and
2. If coverage provided to the additional
insured is required by a contract or
agreement, the insurance afforded to such
additional insured will not be broader than
that which you are required by the contract
or agreement to provide for such additional
insured.
B. With respect to the insurance afforded to these
additional insureds, the following additional
exclusions apply:
This insurance does not apply to "bodily injury"
or "property damage" occurring after:
1. All work, including materials, parts or
equipment furnished in connection with such
work, on the project (other than service,
maintenance or repairs) to be performed by
or on behalf of the additional insured(s) at
the location of the covered operations has
been completed; or
2. That portion of "your work" out of which
the injury or damage arises has been put to
its intended use by any person or
organization other than another contractor or
subcontractor engaged in performing
operations for a principal as a part of the
same project.
C. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III - Limits Of Insurance:
If coverage provided to the additional insured is
required by a contract or agreement, the most
we will pay on behalf of the additional insured
is the amount of insurance:
1. Required by the contract or agreement; or
2. Available under the applicable limits of
insurance;
whichever is less.
This endorsement shall not increase the
applicable limits of insurance.
Page 2 of 2 0 Insurance Services Office, Inc., 2018 CG 20 10 12 19
POLICY NUMBER: 526-81 -69 COMMERCIAL GENERAL LIABILITY
CG 20 37 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY,
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS - COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Personls)
Or Organization(s) I Location And Description Of Completed Operations
ANY PERSON OR ORGANIZATION WHOM YOU PER THE CONTRACT OR AGREEMENT.
BECOME OBLIGATED TO INCLUDE AS AN
ADDITIONAL INSURED AS A RESULT OF ANY
CONTRACT OR AGREEMENT YOU HAVE ENTERED
INTO.
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
A. Section II — Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury" or
"property damage" caused, in whole or in part,
by "your work" at the location designated and
described in the Schedule of this endorsement
performed for that additional insured and
included in the "products -completed operations
hazard".
However:
1. The insurance afforded to such additional
insured only applies to the extent permitted
by law; and
2. If coverage provided to the additional
insured is required by a contract or
agreement, the insurance afforded to such
additional insured will not be broader than
that which you are required by the contract
or agreement to provide for such additional
insured.
B. With respect to the insurance afforded to
these additional insureds, the following is
added to Section III — Limits Of Insurance:
If coverage provided to the additional insured is
required by a contract or agreement, the most
we will pay on behalf of the additional insured
is the amount of insurance:
1. Required by the contract or agreement; or
2. Available under the applicable limits of
insurance;
whichever is less.
This endorsement shall not increase the
applicable limits of insurance.
CG 20 37 12 19 6 Insurance Services Office, Inc., 2018 Page 1 of 1
BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different
date is indicated below.
(The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy).
This endorsement, effective 12:01 AM 04/01/2023 forms a part of Policy No. WC 015-89-3686
Issued to KIMLEY-HORN AND ASSOCIATES, INC.
By New Hampshire Insurance Company
We have a right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce
our right against any person or organization with whom you have a written contract that requires you to obtain this
agreement from us, as regards any work you perform for such person or organization.
The additional premium for this endorsement shall be 2.00 % of the total estimated workers compensation premium
for this policy.
WC 04 03 61 Countersigned by _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(Ed. 11/90)
Authorized Representative