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CityofRanchoPalosVerdesServicesAgreement.pdf

City of Rancho Palos Verdes Professional Services Agreement • 185

City of Rancho Palos Verdes, California, “City of Rancho Palos Verdes Professional Services Agreement.” Copyright © in the public domain.

PROFESSIONAL SERVICES AGREEMENT

THIS AGREEMENT is made and entered into this __ day of ______, by and between the City of Rancho Palos Verdes hereinafter referred to as “CITY”, and______________________________, hereafter referred to as “CONSULTANT”.

IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto mutually agree as follows:

ARTICLE 1 SCOPE OF SERVICES

1.1 Project Description 2006 Water Quality and Flood Protection Program Engineering Design Professional Services

1.2 Description of Services CONSULTANT shall perform Services described in CITY’S Request for Proposals (RFP) and the

CONSULTANT’S Proposal, attached here as EXHIBIT “B”.

1.3 Schedule of Work Upon receipt of written Notice to Proceed from the CITY, CONSULTANT shall perform with due

diligence the services requested by the CITY and agreed on by CONSULTANT. CONSULTANT shall not be responsible for delay, nor shall CONSULTANT be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of CITY to furnish timely information or to approve or disapprove CONSULTANT’S work promptly, or delay or faulty performance by CITY, other contractors, or governmental agencies, or any other delays beyond CONSULTANT’S control or without CONSULTANT’S fault.

City of Rancho Palos Verdes Professional Services Agreement

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ARTICLE 2 COMPENSATION

2.1 Fee (a) CITY agrees to compensate CONSULTANT for services in accordance with the fee schedule that

is attached here as Exhibit “A.” Th e total fee shall not exceed ___________ dollars, except as provided for in 2.1(b).

(b) CITY may request additional specifi ed work under this agreement. All such work must be autho- rized in writing by the Director of Public Works prior to commencement.

2.2 Payment Address All payments due CONSULTANT shall be paid to: Name of the company Address

2.3 Terms of Compensation CONSULTANT will submit invoices monthly for the percentage of work completed in the previous

month. CITY agrees to pay all undisputed invoice amounts within thirty (30) days of receipt of the invoice. CITY agrees to use its best eff orts to notify CONSULTANT of any disputed invoice amounts or claimed completion percentages within ten (10) days of the receipt of each invoice. However, CITY’s failure to timely notify CONSULTANT of a disputed amount of claimed completion percentage shall not be deemed a waiver of CITY’s right to challenge such amount or percentage.

Additionally, in the event CITY fails to pay any undisputed amounts due CONSULTANT within forty-fi ve (45) days after invoices are received by CITY then CITY agrees that CONSULTANT shall have the right to consider said default a total breach of this Agreement and be terminated by CONSULTANT without liability to CONSULTANT upon ten (10) working days advance written notice.

2.4 Additional Services CITY may request in writing that CONSULTANT perform additional services not covered by the

specifi c Scope of Work set forth in this Agreement, and CONSULTANT shall perform such services and will be paid for such additional services in accordance with CONSULTANT’S Standard Schedule of Hourly Rates.

ARTICLE 3 INDEMNIFICATION AND INSURANCE

3.1 Indemnifi cation CONSULTANT will defend, indemnify and hold harmless CITY, its Boards and its offi cers, em-

ployees and agents (collectively “CITY”), against any claim, loss or liability that arises because of the sole or primary negligence or willful misconduct of CONSULTANT, its agents, offi cers, directors or employees, in performing any of the services under this Agreement.

3.2 General Liability CONSULTANT shall at all times during the term of the Agreement carry, maintain, and keep in full

force and eff ect, a policy or policies of Commercial General Liability Insurance, with minimum limits of two Million ($2,000,000.00) Dollars for each occurrence and in the aggregate, combined single limit, against any

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City of Rancho Palos Verdes Professional Services Agreement • 187

personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT. Said policy or policies shall be issued by an insurer admitted to do business in the State of California and rated in Best’s Insurance Guide with a rating of A VII or better.

3.3 Professional Liability CONSULTANT shall at all times during the term of this Agreement, carry, maintain, and keep in

full force and eff ect a policy or policies of professional liability insurance with a minimum limit of two million ($2,000,000.00) dollars. Said policy or policies shall be issued by an insurer admitted to do business in the State of California and rated in Best’s Insurance Guide with a rating of A VII or better.

3.4 Worker’s Compensation CONSULTANT agrees to maintain in force at all times during the performance of work under

this Agreement worker’s compensation insurance as required by the law. CONSULTANT shall require any subcontractor similarly to provide such compensation insurance for their respective employees.

3.5 Notice of Cancellation A. All insurance policies shall provide that the insurance coverage shall not be canceled by the insur-

ance carrier without thirty-(30) day’s prior written notice to CITY. CONSULTANT agrees that it will not cancel or reduce said insurance coverage.

B. CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and eff ect, CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.

3.6 Certifi cate of Insurance At all times during the term of this Agreement, CONSULTANT shall maintain on fi le with the CITY

Clerk certifi cates of insurance showing that the aforesaid policies are in eff ect in the required amounts. Th e commercial general liability and professional liability policy or policies shall contain endorsements naming the CITY, its offi cers, agents and employees as additional insured.

3.7 Primary Coverage Th e insurance provided by CONSULTANT shall be primary to any coverage available to city. Th e

insurance policies (other than workers’ compensation and professional liability) shall include provisions for waiver of subrogation.

ARTICLE 4 TERMINATION

4.1 Termination of Agreement (a) Th is Agreement may be terminated at any time, with or without cause, by either party upon

sixty-(60) day’s prior written notice. Notice shall be deemed served upon deposit in the United States Mail of a certifi ed or registered letter, postage prepaid, return receipt requested, addressed to the other party, or upon personal service of such notice to the other party, at the address set forth in Article 6.12.

(b) In the event of termination or cancellation of this Agreement by CONSULTANT or CITY, due to no fault or failure of performance by CONSULTANT, CONSULTANT shall be paid compensation for all services performed by CONSULTANT, in an amount to be determined as follows: for work done in

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accordance with all of the terms and provisions of this Agreement, CONSULTANT shall be paid an amount equal to the percentage of services performed prior to the eff ective date of termination or cancellation in accordance with the work items; provided, in no event shall the amount of money paid under the foregoing provisions of this paragraph exceed the amount which would have been paid to CONSULTANT for the full performance of the services described in Article 2.1.

ARTICLE 5 OWNERSHIP OF DOCUMENTS

5.1 Ownership of Documents and Work Product All plans, specifi cations, reports and other design documents prepared by CONSULTANT pursuant

to this Agreement are instruments of service, which shall be deemed the property of the CITY. CITY acknowl- edges and agrees that all plans, specifi cations, reports and other design documents prepared by CONSULTANT pursuant to this Agreement shall be used exclusively on this Project and shall not be used for any other work without the written consent of CONSULTANT. In the event CITY and CONSULTANT permit the reuse or other use of the plans, specifi cations, reports or other design documents, CITY shall require the party using them to indemnify and hold harmless CITY and CONSULTANT regarding such reuse or other use, and CITY shall require the party using them to eliminate any and all references to CONSULTANT from the plans, specifi cations, reports and other design documents. If a document is prepared by CONSULTANT on a computer, CONSULTANT shall prepare such document in a Microsoft® Word 97 SR-2 or lower format; in addition, CONSULTANT shall provide CITY with said document both in a printed format and on a three and one-half inch (3 1/2”) fl oppy diskette.

ARTICLE 6 GENERAL PROVISIONS

6.1 Representation A CITY representative shall be designated by the City Manager and a CONSULTANT representative

shall be designated by CONSULTANT as the primary contact person for each party regarding performance of this Agreement.

6.2 Fair Employment Practices/Equal Opportunity Acts In the performance of this Agreement, CONSULTANT shall comply with all applicable provisions

of the California Fair Employment Practices Act (California Government Code Sections 12940-48) and the applicable equal employment provisions of the Civil Rights Act of 1964 (42 U.S.C. 200e-217), and the Americans with Disabilities Act of 1992 (42 U.S.C. § 11200, et seq.).

6.3 Personnel CONSULTANT represents that it has, or shall secure at its own expense, all personnel required to

perform CONSULTANT’s services under this Agreement. Any person who performs engineering services pursuant to this Agreement shall be licensed as a Civil Engineer by the State of California and in good standing. CONSULTANT shall make reasonable eff orts to maintain the continuity of CONSULTANT’s staff who are assigned to perform the services hereunder and shall obtain the approval of the Director of Public Works of all proposed staff members who will perform such services. CONSULTANT may associate with or employ

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associates or subconsultants in the performance of its services under this Agreement, but at all times shall be responsible for their services.

6.4 Confl icts of Interest CONSULTANT agrees not to accept any employment or representation during the term of this

Agreement or within twelve (12) months after completion of the work under this Agreement which is or may likely make CONSULTANT “fi nancially interested” (as provided in California Government Code Section 1090 and 87100) in any decisions made by CITY on any matter in connection with which CONSULTANT has been retained pursuant to this Agreement.

6.5 Legal Action (a) Should either party to this Agreement bring legal action against the other, the case shall be brought

in a court of competent jurisdiction in Los Angeles County, California, and the party prevailing in such action shall be entitled to recover its costs of litigation, including reasonable attorneys’ fee which shall be fi xed by the judge hearing the case and such fee shall be included in the judgment.

(b) Should any legal action about the Project between CITY and a party other than CONSULTANT require the testimony of CONSULTANT when there is no allegation that CONSULTANT was negligent, CITY shall compensate CONSULTANT for its testimony and preparation to testify at the hourly rates in eff ect at the time of such testimony.

6.6 Assignment Th is Agreement shall not be assignable by either party without the prior written consent of the other

party. Notwithstanding the above, CONSULTANT may use the services of persons and entities not in

CONSULTANT’S direct employ, when it is appropriate and customary to do so. Such persons and enti- ties include, but are not necessarily limited to, surveyors, specialized consultants, and testing laboratories. CONSULTANT’S use of subcontractors for additional services shall not be unreasonably restricted by the CITY provided CONSULTANT notifi es the CITY in advance.

6.7 Independent Contractor CONSULTANT is and shall at all times remain, as to the CITY, a wholly independent CONTRACTOR.

Neither the CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of the CONSULTANT’s employees, except as herein set forth. CONSULTANT expressly warrants not to, at any time or in any manner, represent that it, or any of its agents, servants or employees, are in any manner agents, servants or employees of CITY, it being distinctly understood that CONSULTANT is, and shall at all times remain to CITY, a wholly independent contractor and CONSULTANT’s obligations to CITY are solely such as are prescribed by this Agreement.

6.8 Hazardous Materials Unless otherwise provided in this Agreement, CONSULTANT and its subconsultants and/or con-

tractors shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to hazardous materials in any form at the site of the Project.

6.9 Titles Th e titles used in this Agreement are for general reference only and are not part of the Agreement.

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6.10 Extent of Agreement Th is Agreement represents the entire and integrated Agreement between CITY and CONSULTANT

and supersedes all prior negotiations, representations or agreements, either written or oral. Th is Agreement may be modifi ed or amended only by a subsequent written agreement signed by both parties.

6.11 Notices All notices pertaining to this Agreement shall be in writing and addressed as follows: If to CONSULTANT: Name of the company Address

If to CITY: Mr. Ray Holland, Interim Director of Public Works City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year fi rst above written.

Dated: ________________________________ ________________________________

BY: ________________________________

Title: ________________________________

Dated: ________________________________ CITY OF RANCHO PALOS VERDES A Municipal Corporation

BY: ________________________________

MAYOR City of Rancho Palos Verdes

ATTEST:

_______________________________________ CITY CLERK

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EXHIBIT “B”

CITY OF RANCHO PALOS VERDES

PUBLIC WORKS DEPARTMENT

JANUARY 2006

REQUEST FOR PROPOSAL

FOR

ENGINEERING DESIGN SERVICES

Th e City of Rancho Palos Verdes requests proposals from selected engineering fi rms for services related to the Engineering Design of Storm Drainage Systems along Palos Verdes Drive East in the area of Via Colinita and Roan Road.

2006 CITY OF RANCHO PALOS VERDES WATER QUALITY AND FLOOD PROTECTION PROGRAM DESIGN PROJECT

PROJECT SPECIFIC INFORMATION

Th e fi rm that is selected by the City will be expected to perform the following tasks, termed collectively as “design”, for this project:

1. Communicate regularly with City staff regarding project issues via telephone, electronic mail, fax, and post mail.

2. Attend meetings: Th e Consultant will be required to attend, as a minimum, a design kickoff meeting, 50% and 95% design review meeting, and meetings with City as may be needed in support of any required environmental planning and/or permit application requirements. Th e City may require ad- ditional meetings, as needed, to resolve unforeseen issues or to discuss problematic design obstacles that arise.

3. Perform necessary site reconnaissance and investigations and review existing reports and as-built docu- ments to determine existing conditions and design parameters.

4. Produce and provide to the City a video record of the site conditions at the start of design. Video shall be provided in digital video (*.mpeg or similar approved) format.

5. Perform necessary fi eld surveying to determine existing grades, locations of design control points, and locations of existing features that may aff ect the design.

6. Review existing data, perform engineering analysis, make recommendations, design and provide plans and specifi cations for four projects to include: the complete removal of existing piping and installation

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of new piping in various sizes at three locations in the Via Colinita Road area of the City; and for the removal of approximately 1,250 feet of 48 inch RCP and restoration of a natural channel in the Via Colinita Road and Miraleste Drive area of the City; and for the complete removal of existing piping and installation of new piping of varying sizes in the Roan Road area of the City; and for the complete removal of existing piping and installation of new piping in the Miraleste and Chandeleur Drive are of the City. Consultants designs should include recommendations regarding any needed improvements to inlets and outfalls; each of the plans and specifi cation packages must include all required construction activities including demolition of existing facilities installation of new piping, inlets, catch basins, outlet structures, energy dissipaters, natural channel restoration requirements – improvements to safely (i.e. minimizing future erosion) discharge of the runoff and stabilization and restoration of lands disturbed by this construction.

7. Identify any additional easements that will be required for the construction and future maintenance of the designed facilities. Prepare legal descriptions and surveyor’s sketches for the identifi ed easements.

8. Coordinate with an Environmental Consultant as required in the preparation of California and Federal Environmental documentation. Incorporate requirements to protect and/or restorative eff orts into the project plans and/or specifi cations.

9. Prepare and provide one reproducible bid ready set of all bid documents including construction-draw- ings (plans on mylar), specifi cation package (using the City’s standard format) and engineer’s estimate. Provide City with an electronic copy of all bid documents; drawings in Autocad, specifi cations in Word, Estimates in Excel. NOTE: Th e City can provide standard contract and bidding form templates for consultant’s use.

10. Respond to questions from prospective bidders and issue addenda, as needed.

FORM OF PROPOSAL Th e Proposal shall be prepared in a “two sealed envelope” format.

Th e fi rst sealed envelope shall contain the technical proposal and shall include:

1. Qualifi cations and experience of the key individual assigned to this contract. 2. Qualifi cations and experience of the fi rm. 3. Project Approach using the outline of required work as listed above limited to a maximum of fi ve (5)

pages.

Th e second envelope shall contain the cost proposal and include:

1. Fixed fee proposal for the work, subtotaled by the outline of required work as listed above. 2. Th e names of the Consultant’s personnel who are to be involved, their titles, and hourly rates for their

services. 3. Hourly Fees for all members of the fi rm.

EVALUATION PROCESS

Technical proposals will be evaluated on the following criteria: 1. Experience of key individual assigned to the contract. 2. Experience of fi rm in performing this type of service. 3. Understanding of project as demonstrated by the thoroughness of the proposal, the introduction of

innovative or cost-saving ideas and approach.

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4. References from clients for whom similar work in size and scope was performed. 5. Depth of staff available to perform services.

Any questions regarding the Request for Proposal shall be in writing to City of Rancho Palos Verdes Dept of Public Works, 30940 Hawthorne Blvd., Rancho Palos Verdes, CA 90275, Attention: Ron Dragoo, Senior Engineer/Project Manager.

Please note that the responses to this Request for Proposal are subject to the following conditions:

Insurance Th e City of Rancho Palos Verdes requires the selected fi rm to have a minimum of $2,000,000 of professional errors and omissions insurance and $2,000,000 of general liability insurance prior to entering into an agree- ment with the City.

Acceptance of Terms Submission of a proposal shall constitute acknowledgment and acceptance of all terms and conditions herein- after set forth in the RFP unless otherwise expressly stated in the proposal.

Right of Rejection by the City Not withstanding any other provisions of this RFP, the City reserves the right to reject any and all proposals and to waive any informality in a proposal.

Financial Responsibility Th e proposer understands and agrees that the City shall have no fi nancial responsibility for any costs incurred by the proposer in responding to this RFP.

Award of Contract Th e selected fi rm shall be required to enter into a written contract with the City of Rancho Palos Verdes, in a form similar to the attached. Th is RFP and the proposal, or any part thereof, may be incorporated into and made a part of the fi nal contract; however, the City reserves the right to further negotiate the terms and conditions of the contract with the selected proposer.

Exhibit A

Sample Contract

Exhibit B

Tentative Schedule including Submittals

Questions regarding this proposal shall be submitted in writing by 4:30 pm on February 21, 2006.

Proposals must be submitted by 4:30 pm on March 2, 2006.

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