HomeMy WebLinkAbout3/20/2002 - STAFF REPORTS (7) DATE: March 20, 2002
TO: City Council
FROM: Director of Public Works/City Engineer
INDIAN CANYON DRIVE/PALM CANYON DRIVE TWO-WAY CONVERSION
RECOMMENDATION:
It is recommended that the City Council approve a contract services agreementwith
Albert Grover and Associates, in the amount of $73,900.00 for professional
engineering design services for the Indian Canyon Drive/Palm Canyon Drive Two-
Way Conversion, City Project 00-35.
SUMMARY:
Changes to the traffic circulation pattern around the Frances Stevens park (Palm
Canyon Theater complex) will reduce the volume of traffic through adjacent
neighborhoods and provide for better handling of traffic coming into and out of the
City. Moving the one-way to two-way traffic diversion on Indian Canyon Drive from
Granvia Valmonte to Alejo Road is a better location, as Alejo Road functions as a
major arterial, and will direct traffic east and through the City along the City's major
streets, rather than through the adjacent neighborhood along Granvia Valmonte.
The one-way to two-way traffic circulation change coincides with proposed parking
improvements associated with the Frances Stevens park, and sets the stage for
future improvements in the general area.
BACKGROUND:
The location where one-way and two-way traffic circulation is diverted on Indian
Canyon Drive occurs at Granvia Valmonte,with northbound traffic diverted eitherto
Palm Canyon Drive and up to State Highway 111, or continuing north along Indian
Canyon Drive. Southbound traffic on Indian Canyon Drive has been diverted at
Granvia Valmonte, with most traffic flowing onto Palm Canyon Drive and south
through the business district. For the most part, this traffic pattern has operated
effectively, however, for some visitors to the area two-way traffic diversion is a
challenge, and often visitors wishing to proceed south or east through the City find
themselves lost inside a maze of residential streets within the neighborhood located
east of Indian Canyon Drive.
Staff has realized for some time that the better solution to diverting one-way and
two-way traffic on Indian Canyon Drive is to move the diversion point south one
block to Alejo Road, a major arterial street. In this way, diverted traffic can proceed
directly east or west along Alejo Road, to points south through the City along the
City's grid system of arterial streets. To accomplish this endeavor, staff would
require the services of a professional traffic engineering firm to provide construction
documents fortraffic signal modifications,traffic striping and signage improvements,
and modification of the affected streets (removal of the diversion islands on Palm
Canyon Drive and Indian Canyon Drive).
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Indian Canyon Drive/Palm Canyon Drive Two-Way Conversion
March 20, 2002
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In March 2001, staff released a Request for Proposals to select a professional
engineering firm, and on March 30, 2001, technical proposals from the following
firms were received:
• Albert Grover & Associates; Fullerton, CA
• Katz, Okitsu &Associates; Palm Springs, CA
• Korve Engineering; San Bernardino, CA
Following review of the proposals by a Selection Committee,the firm Albert Grover
&Associates was selected, based on their previous work experience with the City,
and more specifically, with their understanding of the project specific issues gained
through preparation of a previous technical study for the City to convert Indian
Canyon Drive from one-way to two-way traffic through downtown Palm Springs.
Knowing the disruption to local traffic of the long-standing history and operation of
the existing one-way to two-way traffic diversion on Indian Canyon Drive, staff
solicited neighborhood involvement to garner support for the proposed project. An
initial meeting through the Office of Neighborhood Involvement and Public
Participation was held at the City on May 11, 2001, in which the proposal was
described to attending residents. Although most residents agreed that the flow of
diverted traffic on Granvia Valmonte through their neighborhood was a disruption,
the general reception of the idea of converting the one-way to two-way traffic
diversion was negative. The proposal was subsequently heard at the June 6, 2001,
Planning Commission meeting,whereby staff was directed to place the proposal on
hold until Frances Stevens Park improvements were planned.
Interest in general improvements to "North Palm Springs" and specifically, along
Indian Canyon Drive have increased. Concurrently, the Downtown Development
Director has submitted to the Public Works & Engineering Department a request to
begin the process of moving forward with revisions and improvements to the
Frances Stevens Park area. With previous direction given, and additional
neighborhood support for the proposed project received, staff is now in a position to
move forward with this project.
Staff has coordinated with Albert Grover and Associates to revise their scope of
work to include preparation of construction documents for the proposed
improvements within and adjacent to the Frances Stevens Park area, including
construction of parking spaces along Granvia Valmonte and landscaped medians
on Indian Canyon Drive. These proposed improvements are coupled with, and
require, the relocation of the one-way to two-way traffic diversion from Granvia
Valmonte to Alejo Road.
Staff has prepared a contract services agreement with Albert Grover and
Associates, in an amount not to exceed $73,900.00 for professional engineering
design services. Mark Miller, Vice-President of the firm will be the Project Manager
and coordinate all professional services for the City.
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Indian Canyon Drive/Palm Canyon Drive Two-Way Conversion
March 20, 2002
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Sufficient funding for this project is budgeted in 133-4298-50175 (Indian/Granvia
Valmonte Alejo) and in 132-4463-43200 (Contractual Services). Costs associated
with this contract will be divided with$42,000 allocated to the capital project account
and $31,900 allocated to the downtown parking account.
TW �lw 41(=�
.,2k DAVID J. BARAKIAN
U Director of Public Works/City Engi eer
JJOS. RAY NDr of Com unity & Economic Development
APPOED
City Manager
ATTACHMENTS:
1. Minute Order
2. Agreement
REVIEWED BY DEPT. OF FINANCE
CITY OF PALM SPRINGS
Department of Public Works and Engineering
CONTRACT SERVICES AGREEMENT FOR
INDIAN CANYON DRIVE TWO-WAY MODIFICATION
CITY PROJECT NO. 2000-35
THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered into this
day of , 2002, by and between the CITY OF PALM SPRINGS, a municipal
corporation, (herein "City") and Albert Grover & Associates, (herein "Contractor"). (The term Contractor
includes professionals performing in a consulting capacity.) The parties hereto agree as follows:
1.0 SERVICES OF CONTRACTOR
1.1 Scone 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. As a material inducement to the City entering into this Agreement, Contractor represents and warrants
that Contractor is a provider of first class work and services and Contractor is experienced in performing the work
and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall
follow the highest professional standards in performing the work and services required hereunder and that all
materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase
"highest professional standards" shall mean those standards of practice recognized by one or more first-class firms
performing similar work under similar circumstances.
1.2 Contractor's Proposal. The Scope of Service shall include the Contr_, tor'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 thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered
how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending
performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants
that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing,
prior to commencement of services hereunder. 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.
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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 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.
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 (h) the time to perform this Agreement, which said adjustments are subject to the written
approval of the Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or
$25,000; whichever is less, or in the time to perform of up to one hundred eighty (180) days 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 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 Seventy-Three Thousand
Nine Hundred Dollars ($73,900.00) (herein "Contract Sum"), except as provided in Section 1.8. The method of
compensation may include: (i) a lump sum payment upon completion, (ii) payment in accordance with the
percentage of completion of the services, (iii)payment for time and materials based upon the Contractor's rates as
specified in the Schedule of Compensation, but not exceeding the Contract Sum or (iv) such other methods as may
be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary
expenditures for reproduction costs, telephone expense, transportation expense approved by the Contract Officer in
advance, and no other expenses and only if specified 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, 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. Except as provided in Section 7.3, City shall pay
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Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the
last working day of the month.
3.0 PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance. 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" attached hereto as Exhibit "D", if any, and incorporated herein by this
reference. 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.
3.3 Force Maieure. 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, Contractor's sole r-medy being
extension of the Agreement pursuant to this Section.
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:
Mark Miller, Vice-President
Project Manager/Project Engineer
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 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
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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 One 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 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.
The City's policy is to encourage the awarding of subcontracts to persons or entities with offices located
within the jurisdictional boundaries of the City of Palm Springs and, if none are available, to persons or entities
with offices located in the Coachella Valley ("Local Subcontractors"). Contractor hereby agrees to use good faith
efforts to award subcontracts to Local Subcontractors, if Local Subcontractors are qualified to perform the work
required. In requesting for the City to consent to a subcontract with a person or entity that is not a Local
Subcontractor, the Contractor shall submit evidence to the City that such good faith efforts have been made or that
no Local Subcontractors are qualified to perform the work. Said good faith efforts may be evidenced by placing
advertisements inviting proposals or by sending requests for proposals to selected Local Subcontractors. The City
ma,,consider Contractor's efforts in determining whether it will consent to a particular subcontractor. Contractor
shall keep evidence of such good faith efforts and copies of all contracts and subcontracts hereunder for the period
specified in Section 6.2.
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.
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. The policy of insurance shall be in an amount not less than
either (i) a combined single limit of$1,000,000 for bodily injury, death and property damage or (ii) bodily injury
limits of$500,000 per person, $1,000,000 per occurrence and $1,000,000 products and completed operations and
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property damage limits of$500,000 per occurrence. If the Contract Sum is greater than $100,000, the policy of
insurance shall be in an amount not less than$5,000,000 combined single limit.
(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 and which shall indemnify, insure and
provide legal defense for both the Contractor and the City against any loss, claim or damage arising from any
injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in
the course of carrying out the work or services contemplated in this Agreement.
(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$500,000 per
person and $1,000,000 per occurrence and property damage liability limits of $250,000 per occurrence and
$500,000 in the aggregate or (ii) combined single limit liability of$1,000,000. Said policy shall include coverage
for owned, non-owned, leased and hired cars.
(d) Additional Insurance. Policies of such other insurance, including professional
liability insurance, as may be required in the Special Requirements.
All of the above policies of insurance shall be primary insurance and shall name the City, its officers,
employees and agents as additional insureds, except that the City shall not be named as an additional insured for the
Worker's Compensation Insurance nor the Professional Liability Insurance. The insurer shall waive all rights of
subrogation and 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.
All certificates shall name the City as additional insured (providing the appropriate endorsement), be
signed by an authorized agent of the insurer, and shall contain the following "cancellation" notice:
"CANCELLATION: Should any of the above described policies be cancelled before the expiration date
thereof, the issuing company shall mail an advance 30-day written notice to the Certificate holder named
herein."
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 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 4.3 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
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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;
(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;
(c) In the event the City, its officers, agents or employees is made a party to any
action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in
connection with the negligent performance of or failure to perform the work, operation or activities of Contractor
hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses
incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to,
legal costs and attorneys' fees.
5.3 Performance Bond. Concurrently with execution of this Agreement, Contractor shall
deliver to City a performance bond in the sum of the amount of this Agreement, in the form provided by the City
Clerk,which secures the faithful performance of this Agreement, unless such requirement is waived by the Contract
Officer. The bond shall contain the original notarized signature of an authorized officer of the surety and affixed
thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain
in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and
faithfully performs all terms and conditions of this Agreement.
5.4 Sufficiency of Insurer or Surety. Insurance or bonds 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 City Manager or designee of the City
("City Manager")due to unique circumstances. In the event the City Manager determines that the work or services
to be performed under this Agreement creates 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 City Manager or designee; provided that the
Contractor shall have the right to appeal a determination of increased coverage by the City Manager to the City
Council of City within ten (10) days of receipt of notice from the City Manager.
6.0 REPORTS AND RECORDS
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 the Contract Officer shall require.
Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be
performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any
facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or
services contemplated herein or, if Contractor is providing design services, the cost of the project being designed,
Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
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estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated
increased or decreased cost estimate for the project being designed.
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 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 7.8.
7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount
payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be
in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages
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suffered by City, and(ii) all amounts for which City may be liable to third parties, by reason of Contractor's acts or
omissions in performing or failing to perform Contractor's obligation under this Agreement. In the event that any
claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall
exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without
liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to
exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure,
indemnify, and protect City as elsewhere provided herein.
7.4 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.
7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies
expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the
exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same
or different times, of any other rights or remedies for the same default or any other default by the other party.
7.6 Legal Action. In addition to any other rights or remedies, either party may take legal
action, 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.
7.7 Liquidated Damases. Since the determination of actual damages for any delay in
performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of
this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of One Hundred
Dollars ($100.00) as liquidated damages for each working day of delay in the performance of any service required
hereunder, as specified in the Schedule of Performance (Exhibit "D"). The City may withhold from any monies
payable on account of services performed by the Contractor any accrued liquidated damages.
7.8 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. Except where the
Contractor has initiated termination, the 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 or such as may be approved by the Contract Officer, except as
provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to
compensation only for the reasonable value of the work product actually produced hereunder. In the event of
termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party
with the opportunity to cure pursuant to Section 7.2.
F52/276/099999-3000/2160684.2 6/14/96
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8
7.9 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 set-off or partial payment of the amounts owed the City
as previously stated.
7.10 Attorney' 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
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.
FS2/276/099999-3"/210684 2 6/14/96
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171412.
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.
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 affect any of the
remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as
severable and shall be interpreted to carry out the intent of the parties hereunder 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 VHEREOF, the parties have executed and entered into this Agreement as of the date first
written above.
CITY OF PALM SPRINGS,
ATTEST: a municipal corporation
By: By:
City Clerk City Manager
APPROVED AS TO FORM:
By:
City Attorney
PS21226/099999-30 /2160684 2 6/14/96 `
Rcviced 09/01/98
10
/ /T/J
CONTRACTOR:
ALBERT GROVE'R & ASSOCIATES
(Check one; _ Individual _ Partnership
Corporation)
By:
Signature
Print Name &Title
By:
Signature
Print Name&Title
(Corporations require two signatures: One from
each of the following: A. Chairman of Board,
President, any Vice President: AND B. Secretary,
Assistant Secretary, Treasurer, Assistant Treasurer,
or Chief Financial Officer).
Mailing Address:
211 E. Imperial Highway, Suite 208
Fullerton, CA 92835
(END OF SIGNATURES)
F52/216/099999-YW/21W684.2 6114196
Revised 09/01/98
11
EXHIBIT "A"
SCOPE OF SERVICES
The intent of this contract is to provide the City with traffic and civil engineering design services, and landscape
architectural services to accomplish the following items: conversion of one-way traffic circulation to two-way
traffic circulation on North Palm Canyon Drive and Indian Canyon Drive between Alejo Road and Granvia
Valmonte; modification of Granvia Valmonte to provide on-street parking adjacent to the Francis Stevens Park
complex; construction of a fully landscaped median island or islands within Indian Canyon Drive between Alejo
Road and Granvia Valmonte. The Scope of Services as detailed herein shall provide the City with engineering
plans, specifications and estimates (PS&E) with which to facilitate future construction of the desired improvements.
Task 1: Kick Off Meeting/Circulation Discussion
The Contractor shall conduct a pre-design conference meeting with the City to discuss project objectives, project
schedule, circulation needs, traffic signal timing criteria, budget factors, and various other project parameters and
constraints. The Contractor shall present a complete discussion of preliminary traffic distribution and circulation
issues, and suggested available options and alternatives for the two-way conversion.
Task 2: Data Collection/Circulation Analyses
The Contractor shall conduct analyses to quantify both short and long term levels of service in the project study
area. For short term analysis purposes, the Contractor shall use, as a basis, recent ADT and turning movement
counts either currently available from the City or that will be collected as part of this project if such counts are
currently not available. Traffic counts shall be adjusted for seasonal fluctuations if necessary.
The Contractor shall collect data, via review of City provided as-built plans combined with a field inventory update,
for all existing geometric conditions such as roadway widths, turn pocket lengths and widths, etc., signal control
hardware, striping and signing, signal phasing, cycle lengths, etc. Topographic field surveying, as necessary, shall
be provided to complement all record information and to accommodate engineering design of proposed
improvements along Grandvia Valmonte and Indian Canyon Drive.
Analysis shall be conducted to evaluate traffic signal warrants at the North Palm Canyon Drive/Granvia Valmonte
intersection.
Task 3: Preliminary PS&E
The Contractor shall prepare preliminary plans, specifications, estimates (PS&E) and contract documents for:
a) Modification of existing traffic signals at Indian Canyon Drive/Granvia Valmonte, North Palm Canyon
Drive/Alejo Road, and Indian Canyon Drive/Alejo Road
b) Installation of a new traffic signal at North Palm Canyon Drive/Granvia Valmonte (if warranted)
c) Traffic striping and signing for Granvia.Valmonte, North Palm Canyon Drive, Alejo Road, and Indian Canyon
Drive
d) Street improvements along Granvia Valmonte, North Palm Canyon Drive, and Indian Canyon Drive including
curb relocations, new median islands, "pork chop" island removals, new diagonal parking spaces, bike lane,
pedestrian walkway, and other proposed appurtenant street improvements
PS2/276/099999-3000/2160684 2 6/14/96
Revised:09/01/98
EXHIBIT "A"
TO CONTRACT SERVICES AGREEMENT
12
fM15�
e) Median island landscaping and irrigation improvements within Indian Canyon Drive, including schematics,
designs for landscape, decorative hardscape and plant palettes; irrigation, planting and miscellaneous details,
and appurtenant landscaping/irrigation improvements
f) Street/walkway electrical and lighting improvements along Granvia Valmonte
Preliminary plans shall be drawn on standard 24"X36" City title block sheets. Project specifications shall be
written, based on Greenbook Standard Specifications, in Microsoft Word, Version 97. Estimates shall be prepared
for each individual item of work. In addition to the required plans, a title sheet will also be prepared. All design
shall conform to the latest guidelines of the Federal Manual on Uniform Traffic Control Devices, the Traffic
Manual of the State of California Department of Transportation, NEMA, and other accepted industry standards and
specifications.
Preliminary plans shall be prepared and submitted to the City for review and comment. Each plan sheet shall be
prepared utilizing AutoCAD Release 14.
Task 4: City Review
The City will review the preliminary submittal and will provide written comments and suggested revisions to the
preliminary PS&E. The Contractor shall meet with the City to discuss City comments before changes are made for
the next submittal to the City.
Task 5: Final PS&E/Bid Documents
The Contractor shall prepare final plans and submit to the City for final review and comment, and snake appropriate
revisions. The Contractor shall prepare Bid and Contract documents, including finalized specifications and cost
estimates for:
a) Traffic Signal/Striping/Signing
b) Roadway Improvements
c) Landscaping/Irrigation
d) Street/walkway Electrical and Lighting
The Contractor shall provide all cost estimate back-up material, pertinent design correspondence, and any other
back-up material to the City.
Task 6: Modify Signal Timing Plans/Time-Space Diagrams
The Contractor shall modify existing a.m., mid-day and p.m. peak hour, off-peak and weekend timing plans for
Palm Canyon Drive and Indian Canyon Drive to reflect any changes at Granvia Valmonte, and Alejo Road. Time
of day plans shall be modified based on field observations, 24-hour traffic counts, proposed
distribution/redistribution factors, and input from City staff.
The Contractor shall submit modified signal timing plans and time-space diagrams to the City for review. The
Contractor shall develop individual controller timing sheets and submit to the City for review. The Contractor shall
meet with the City to discuss their comments, and make changes prior to the next submittal to the City.
FS2/276/099999-3000/2160684 2 6/14/96
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EXHIBIT "A"
TO CONTRACT SERVICES AGREEMENT
13
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Task 7: City Review
The City will review the modified signal timing plans and time-space diagrams and will provide written comments
and suggested revisions. The Contractor shall meet with the City to discuss City comments before changes are
made for the next submittal to the City.
Task 8: Finalize Timing Plans/Time Space diagrams
Based on City comments, finalized timing plans, time-space diagrams and controller timing sheets shall be prepared
by the Contractor and submitted to the City for final review and approval.
Task 9: Construction Related Services
The Contractor shall provide the following assistance to the City:
a) Answer questions during the bidding process.
b) Review bids and recommend award.
c) Prepare agenda and conduct pre-construction meeting.
d) Review Contractor's proposed schedule.
e) Provide as-builts upon completion of construction, based on red-lined plans provided by the construction
contractor or City inspector.
Task 10: Implementation and F,ie-i'uning of Timing Plans
Following construction of the proposed improvements, the Contractor shall enter the new local timing data and
coordinated timing plans into the individual controllers at all project intersections. Each timing plan shall identify
cycle lengths, splits and offsets for all signals along Palm Canyon Drive and Indian Canyon Drive, and shall
identify start times and end times for each of the five separate timing plans.
The Contractor shall observe the new timing in the field, and new timing shall be tested for two weeks.
Coordinating with City staff, the Contractor shall provide fine-tuning adjustments to the timing as necessary, and
shall prepare revised timing plan data files and time-space diagrams.
END OF EXHIBIT "A"
P82/27&099999-3W/2160684.2 6/14/96
Revised 09/01/98
EXHIBIT "A"
TO CONTRACT SERVICES AGREEMENT
14
q*411/
EXHIBIT "B"
SPECIAL REQUIREMENTS
Section 5.1, Insurance, first paragraph after 5.1(d), add:
"except for Professional Errors and Omissions Insurance" to the end of the first sentence.
Section 5.1, Insurance, replace (d), Additional Insurance, with the following:
(d) Professional Errors and Omissions Insurance. A policy of Professional Errors and Omissions
Insurance in an amount not less than Five Hundred Thousand Dollars($500,000.00)per claim and
in the aggregate with respect to loss arising from the actions of the Contractor performing
professional services hereunder on behalf of the City.
Section 5.3, Performance Bond, is waived.
END OF EXHIBIT "B"
EXHIBIT "B"
Fszind:01099a000izisoeea_>5nai9e 1/98 TO CONTRACT SERVICES AGREEMENT
Reviec6:099999-3
15
EXHIBIT "C"
SCHEDULE OF COMPENSATION
Tasks listed below are identical to tasks identified in Exhibit "A" of this Agreement.
Task Lump Sum
1. KickOff Meeting/Circulation Discussion $2,000
2. Data Collection/Circulation Analyses $ 9,500
3. Preliminary Signal and Interconnect PS&E
a. Traffic Signal Modification Plans
i. Indian Canyon Drive/Granvia Valmonte $ 5,000
ii. North Palm Canyon Drive/Alejo Road $ 5,000
iii. Indian Canyon Drive/Alejo Road $5,000
b. Traffic Signal Installation Plans
i. North Palm Canyon Drive/Granvia Valmonte $5,000
C. Traffic Striping &Signing Plans $ 5,000
d. Street Improvement Plans $ 18,000
e. Landscaping & Irrigation Plans $ 7,000
I. Street/Walkway Electrical and Lighting Plans 1,500
Sub-total: $ 51,500
4. City Review $ 0
5. Final PS&E/Bid Documents
a. Traffic Signal, Striping & Signing Plans $ 3,000
b. Street Improvement Plans $2,700
C. Landscaping & Irrigation Plans $ 1,000
d. Street/Walkway Electrical and Lighting Plans 200
Sub-total: $ 6,900
6. Modify Signal Timing Plans/Time-Space Diagrams $ 2,000
7. City Review $ 0
8. Finalize Timing Plans/Time-Space Diagrams $ 500
9. Construction Related Services $0
10. Implementation and Fine-Tuning of Timing Plans 1 500
Total: $ 73,900
Lump sum payments shall be made to contractor upon completion of the individual tasks, or portions thereof, as
noted above.
END OF EXHIBIT "C"
EXHIBIT "C"
TO CONTRACT SERVICES AGREEMENT
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
Tasks 1 - 3 shall be completed within 2 months of the receipt of a Notice to Proceed from City.
Task 5 shall be completed within two weeks upon completion of Task 4.
Task 6 shall be completed within 2 months upon completion of Task 4.
Task 8 shall be completed within two weeks upon completion of Task 7.
Tasks 9 and 10 shall be provided as and when required by the City.
END OF EXHIBIT "D"
EXHIBIT "D"
Rszkad r09/01/98 n_iwesazsnai9e TO CONTRACT SERVICES AGREEMENT
Revised 09/OU98
17 /^/,
/ 4�
MINUTE ORDER NO.
APPROVING A CONTRACT SERVICES AGREEMENT
WITH ALBERT GROVER AND ASSOCIATES, IN THE
AMOUNT OF $73,900.00 FOR PROFESSIONAL
ENGINEERING DESIGN SERVICES FOR THE INDIAN
CANYON DRIVE/PALM CANYON DRIVE TWO-WAY
CONVERSION, CITY PROJECT 00-35
I HEREBY CERTIFY that this Minute Order approving a contract services agreement with Albert
Grover and Associates, in the amount of$73,900.00 for professional engineering design services
for the Indian Canyon Drive/Palm Canyon Drive Two-Way Conversion, City Project 00-35, was
adopted by the City Council of the City of Palm Springs, California, in a meeting thereof held on the
20`h day of March, 2002.
PATRICIA A. SANDERS
City Clerk