Willdan Engineering (2014) 0 •
ON-CALL AGREEMENT FOR WATER EFFICIENT LANDSCAPE
PLAN CHECK REVIEW CONSULTING SERVICES
This Agreement is executed this 4th day of June, 2013, by and between the City
of Rancho Palos Verdes (hereinafter called "CITY") and Willdan Engineering
(hereinafter called "CONSULTANT").
RECITALS
WHEREAS, the CITY needs to use the professional services of CONSULTANT
to provide plan check consulting and technical services to CITY on an as-needed basis
to review requirements for Water Efficient Landscape Plans on public and private
properties;
WHEREAS, the CITY routinely uses CONSULTANT's professional services and
the CITY is generally satisfied with these services; and
WHEREAS, CONSULTANT represents that it is professionally qualified, capable
and licensed to review elements of a Landscape Documentation Package as required
through the CITY's Water Efficient Landscape Ordinance, Chapter 15.34 of the CITY's
Municipal Code.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the covenants
hereinafter set forth, the parties hereto mutually agree as follows:
Section 1. CONSULTANT's Services. When requested in writing by the
CITY, CONSULTANT shall, in a professional and timely manner, perform the on-call
plan check services as set forth in the CONSULTANT's Proposal and Schedule of
Hourly Rates, attached hereto as Exhibit "A" and incorporated herein by this reference.
Section 2. Time of Performance. CONSULTANT shall perform all services
and duties pursuant to this Agreement, and as specified in the schedule set forth in the
attached Exhibit "A," in a professional and timely manner at the direction of the
Community Development Director or the Director's designee. CONSULTANT shall
provide in writing the time estimate to complete each project, which shall be subject to
review and authorized in writing by the Community Development Director or the
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Director's designee prior to commencement of the project. CONSULTANT shall provide
CITY with a final plan check review of approval or additional corrections between one
(1) and two (2) weeks from the time the Water Efficient Landscape Plan Check Review
is requested by the CITY. The CITY shall provide CONSULTANT with a minimum of
24-hour notice for all requests. Time is of the essence in performing services pursuant
to this Agreement.
Section 3. Term. This Agreement shall commence on July 1, 2013, and shall
terminate on June 30, 2015, unless sooner terminated pursuant to Section 14 of this
Agreement.
Section 4. Compensation.
(a) The CITY agrees to compensate CONSULTANT in full satisfaction for
CONSULTANT's professional services rendered and costs incurred pursuant to this
Agreement in accordance with the rates and amounts set forth in Exhibit"A." The
schedule of hourly rates shall be effective through the term of this Agreement.
(b) The CITY may request in writing that CONSULTANT perform additional
services related to landscape plan review not covered by the specific scope of work set
forth in Exhibit "A. CITY may also request that CONSULTANT print additional copies of
any document beyond the estimated cost allotted for copies in Exhibit "A."
CONSULTANT shall notify and obtain approval from the CITY prior to performing such
additional services and will be paid for such additional services in accordance with the
Schedule of Hourly Rates in Exhibit "A."
(c) CONSULTANT shall submit to CITY, by not later that the tenth (10th) day
of each month, its bill for all services rendered and costs incurred during the previous
month. If CONSULTANT's bill is property prepared and received by CITY by not later
than the tenth (10th) day of the month, CITY shall pay CONSULTANT all uncontested
amounts set forth in CONSULTANT's bill by not later than thirty (30) days from the date
that the bill was received. All other properly billed and uncontested invoices received
after the 10th of the month shall be paid by CITY not later than forty-five (45) days after
receipt of CONSULTANT's bill by CITY.
(d) The CITY shall withhold five percent (5%) of each invoice submitted by
CONSULTANT in a retention account. The CITY shall release the retained funds to
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CONSULTANT upon successful completion of the project as determined by CITY Staff.
(e) In the event CITY fails to pay any undisputed amounts due to
CONSULTANT within forty-five (45) days after invoices are received by CITY, then
CITY agrees that CONSULTANT shall have the right to consider said default a breach
of this Agreement and may be terminated by CONSULTANT without liability to
CONSULTANT upon ten (10) working days of advance notice to CITY.
(f) CITY agrees to use its best efforts to notify CONSULTANT of any
disputed invoice amounts within ten (10) days of the receipt of each invoice. However,
CITY's failure to timely notify CONSULTANT of a disputed amount shall not be deemed
a waiver of CITY's right to challenge such amount.
(g) The CITY and CONSULTANT acknowledge and agree that the terms of
CONSULTANT's compensation are not dependent upon the CITY's final action on the
decision of a project.
(h) If CONSULTANT is requested by CITY to revise or supplement the Water
Efficient Plan Check Review or provide an explanation of services and expenses
itemized within an invoice to the CITY with additional data, information or analysis solely
as a result of the CONSULTANT's failure to comply with the scope of work stipulated in
Exhibit "A," CONSULTANT shall provide such revision or supplement at no additional
cost to the CITY.
(i) If changes to existing laws, rules, regulations or policies of any state,
federal or local governmental authority having jurisdiction over the project occur, or new,
unforeseen issues arise, CONSULTANT will perform any necessary additional services
on a time-and-materials basis, at the rates set forth in Exhibit "A".
(j) All payments due to CONSULTANT shall be paid to:
Willdan Engineering
13191 Crossroads Parkway North, Suite 405
Industry, CA 91746
Section 5. 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, and CONSULTANT is free to
dispose of all portions of its time and activities which it is not obligated to devote to the
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CITY in such a manner and to such persons, firms, or corporations as the
CONSULTANT wishes except as expressly provided in this Agreement. CONSULTANT
shall have no power to incur any debt, obligation, or liability on behalf of the CITY or
otherwise act on behalf of the CITY as an agent. CONSULTANT shall not, 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. CONSULTANT agrees to pay all
required taxes on amounts paid to CONSULTANT under this Agreement, and to
indemnify and hold the CITY harmless from any and all taxes, assessments, penalties,
and interest asserted against the CITY by reason of the independent contractor
relationship created by this Agreement. CONSULTANT shall fully comply with the
workers' compensation law regarding CONSULTANT and its employees.
CONSULTANT further agrees to indemnify and hold the CITY harmless from any failure
of CONSULTANT to comply with applicable workers' compensation laws. The CITY
shall have the right to offset against the amount of any fees due to CONSULTANT
under this Agreement any amount due to the CITY from CONSULTANT as a result of its
failure to promptly pay to the CITY any reimbursement or indemnification arising under
this Article.
Section 6. Assignment. This Agreement may not be assigned in whole or in
part without the prior written consent of CITY. Any such purported assignment without
written consent shall be null and void, and CONSULTANT shall hold harmless, defend
and indemnify the CITY and its officers, officials, employees, agents and
representatives with respect to any claim, demand or action arising from any
unauthorized assignment.
Section 7. Consultant's Responsible Principal. The CONSULTANT shall
have a Responsible Principal, John Hildalgo, Principal Project Manager, who shall be
primarily responsible for the CONSULTANT's obligations under this Agreement and who
shall serve as principal liaison between CITY and CONSULTANT. CONSULTANT shall
not designate representatives or liaisons other than John Hildalgo without prior written
consent of the Community Development Director, except for temporary re-assignments
in case of vacation, illness or emergency, where CONSULTANT shall provide verbal
notification to the Community Development Director.
Section 8. Personnel. CONSULTANT represents that it has, or shall secure
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at its own expense, all personnel required to perform CONSULTANT's services under
this Agreement. CONSULTANT shall make reasonable efforts 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 Community Development of all proposed
staff members who will perform such services. CONSULTANT may associate with or
employ associates or sub-consultants in the performance of its services under this
Agreement with prior written CITY approval, but at all times shall CONSULTANT be
responsible for its associates or sub-consultants' services.
Section 9. CITY Liaison. CONSULTANT shall perform under the general
supervision of the Community Development Director of CITY or his or her designee, and
all communications, instructions and directions on the part of the CITY shall be
communicated exclusively through the Community Development Director or his or her
designee.
Section 10. Documents. CITY and CONSULTANT agree that all documents,
plans, exhibits, records, data, reports, photographs, images, video files, media or other
documentation prepared by, in response to, or as a result of the performance of this
Agreement ("Written Products") shall be the sole property of CITY without restriction or
limitation upon its use, duplication or dissemination by the CITY. All Written Products
shall be considered "works made for hire," and all Written Products and any and all
intellectual property rights arising from their creation, including, but not limited to, all
copyrights and other proprietary rights, shall be and remain the property of the CITY
without restriction or limitation upon their use, duplication or dissemination by the CITY.
CONSULTANT shall not obtain or attempt to obtain copyright protection as to any
Written Products. CONSULTANT hereby assigns to the CITY all ownership and any
and all intellectual property rights to the Written Products that are not otherwise vested
in the CITY pursuant to this Section.
All Written Products are to remain confidential and shall not be released or
otherwise made available to any person, entity or organization without the express prior
written approval of CITY. CONSULTANT shall deliver copies of any Written Products
upon demand and without additional costs or expenses to the CITY. All Written
Products that are in CITY's possession and necessary for the carrying out of work
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pursuant to this Agreement shall be available to CONSULTANT without charge. During
the term of this Agreement, CONSULTANT may retain one copy of each document for
its records. Upon termination, abandonment or suspension of the Project, the
CONSULTANT shall deliver to the CITY all Written Products without additional costs or
expense to the CITY. If CONSULTANT prepares a document on a computer,
CONSULTANT shall provide CITY with said document both in a printed format and in an
electronic format that is acceptable to the CITY.
Section 11. Conflicts of Interest. The CONSULTANT represents that it
presently has no interest and shall not acquire any interest, direct or indirect, that would
conflict in any manner with the performance of the services contemplated by this
Agreement. 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 "financially
interested" (as provided in California Government Code Sections 1090 and 87100) in
any decisions made by CITY on any matter in connection with which CONSULTANT
has been retained pursuant to this Agreement. No person having any such interest
shall be employed by or be associated with the CONSULTANT or any sub-consultant.
Section 12. Insurance. Not less than one day prior to commencing
performance under this Agreement, CONSULTANT shall submit to CITY certificates
evidencing compliance with the following minimum insurance requirements, to be
maintained during the term of this Agreement:
(a) Professional Liability. CONSULTANT shall at all times during the term of
this Agreement carry, maintain, and keep in full force and effect a policy or policies of
Professional Liability Insurance with a minimum limit of one million dollars ($1,000,000)
per claim and aggregate for errors and/or omissions of CONSULTANT in the
performance of this Agreement. 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. If a "claims made" policy is provided, such policy shall be
maintained in effect from the date of performance of work or services on the CITY's
behalf until three (3) years after the date of work or services are accepted as completed.
Coverage for the post-completion period may be provided by renewal or replacement of
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the policy for each of the three (3) years or by a three-year extended reporting period
endorsement, which reinstates all limits for the extended reporting period. If any such
policy and/or policies have a retroactive date, that date shall be no later than the date of
first performance of work or services on behalf of the CITY. Renewal or replacement
policies shall not allow for any advancement of such retroactive date.
(b) General Liability. CONSULTANT shall at all times during the term of the
Agreement carry, maintain, and keep in full force and effect a policy or policies of
Comprehensive General Liability Insurance with a minimum limit of one million dollars
($1,000,000.00) for each occurrence and in the aggregate, combined single limit,
against any 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 in the State of California and rated in Best's Insurance Guide with a rating
A:VII or better.
(c) Automobile Liability. CONSULTANT shall at all times during the term of
this Agreement obtain, maintain, and keep in full force and effect, a policy or policies of
Automobile Liability Insurance, with minimum of one million dollars ($1,000,000.00) per
accident for bodily injury and property damage. Said policy or policies shall be issued by
an insurer admitted in the State of California and rated in Best's Insurance Guide with a
rating of A:VII or better.
(d) 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.
(e) Notice of Cancellation.
(1) All insurance policies shall provide that the insurance coverage
shall not be canceled by the insurance carrier without thirty (30) days prior written notice
to CITY, or ten (10) days notice if cancellation is due to nonpayment of premium.
CONSULTANT agrees that it will not cancel or reduce said insurance coverage.
(2) CONSULTANT agrees that if it does not keep the aforesaid
insurance in full force and effect, CITY may either immediately terminate this Agreement
or, if insurance is available at a reasonable cost, CITY may take out the necessary
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insurance and pay, at CONSULTANT's expense, the premium thereon.
(f) Certificate of Insurance. At all times during the term of this Agreement,
CONSULTANT shall maintain on file with the City Clerk certificates of insurance
showing that the aforesaid policies are in effect in the required amounts. Any
comprehensive general liability policy and automobile policy shall contain an
endorsement naming the CITY as an additional insured, which CONSULTANT shall
maintain on file with the City Clerk.
(g) Primary Coverage. The insurance provided by CONSULTANT shall by
primary to any coverage available to CITY in relation to the services provided under this
Agreement. The insurance policies (other than worker's compensation and professional
liability) shall include provisions for waiver of subrogation.
Section 13. Indemnification, Hold Harmless, and Duty to Defend.
(a) Indemnity for Design Professional Services. In connection with its design
professional services, CONSULTANT shall hold harmless and indemnify CITY, and its
officials, officers, employees, agents and independent contractors serving in the role of
CITY officials, and designated volunteers (collectively, "Indemnitees"), with respect to
any and all claims, demands, causes of action, damages, injuries, liabilities, losses,
costs or expenses, including reimbursement of attorneys' fees and costs of defense
(collectively, "Claims" hereinafter), including but not limited to Claims relating to death or
injury to any person and injury to any property, which arise out of, pertain to, or relate to
in whole or in part to the negligence, recklessness, or willful misconduct of
CONSULTANT or any of its officers, employees, subcontractors, or agents in the
performance of its design professional services under this Agreement.
(b) Other Indemnities. In connection with any and all claims, demands,
causes of action, damages, injuries, liabilities, losses, costs or expenses, including
attorneys' fees and costs of defense (collectively, "Damages" hereinafter) not covered
by Section 13(a), CONSULTANT shall defend, hold harmless and indemnify the
Indemnitees with respect to any and all Damages, including but not limited to, Damages
relating to death or injury to any person and injury to any property, which arise out of,
pertain to, or relate to the negligent or other wrongful acts or omissions of
CONSULTANT or any of its officers, employees, subcontractors, or agents in the
performance of this Agreement, except for such loss or damage arising from the sole
negligence or willful misconduct of the CITY, as determined by final arbitration or court
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decision or by the agreement of the parties. CONSULTANT shall defend Indemnitees
in any action or actions filed in connection with any such Damages with counsel of
CITY's choice, and shall pay all costs and expenses, including all attorneys' fees and
experts' costs actually incurred in connection with such defense. Consultant's duty to
defend pursuant to this Section 13(b) shall apply independent of any prior, concurrent or
subsequent misconduct, negligent acts, errors or omissions of Indemnitees.
(c) All duties of CONSULTANT under Section 13 shall survive termination of
this Agreement.
Section 14. Termination. This Agreement may be terminated by CITY with or
without cause upon five (5) days prior written notice or by CONSULTANT upon thirty
(30) days prior written notice.
In the event of termination or cancellation of the Agreement by CONSULTANT or
CITY due to no fault or failure or 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 accordance with all of the terms and provisions
of this Agreement, CONSULTANT aid an amount equal to the amount of services
performed prior to the effective date of termination or cancellation in accordance with
the schedule attached hereto as Exhibit "A"; 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 this Agreement.
In the event of such termination, all finished or unfinished documents, report, charts,
data studies, surveys, in the possession of CONSULTANT under this Agreement shall be
returned to the CITY, at CITY's option.
Section 15. General Provisions.
(a) Titles. The titles used in this Agreement are for general reference only
and are not part of the Agreement.
(b) 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.).
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(c) Legal Action.
(1) Should either party to this Agreement bring legal action against the
other, the validity, interpretation, and performance of this Agreement shall be controlled
by and construed under the laws of the State of California, excluding California's choice
of law rules. Venue for any such action relating to this Agreement shall be in the Los
Angeles County Superior Court.
(2) If any legal action or other proceeding, including action for
declaratory relief, is brought for the enforcement of this Agreement or because of an
alleged dispute, breach, default or misrepresentation in connection with this Agreement,
the prevailing party shall be entitled to recover reasonable attorneys' fees, experts' fees,
and other costs, in addition to any other relief to which the party may be entitled.
(3) Should any legal action about a 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 reasonable hourly rates.
(d) Entire Agreement. This Agreement, including any other documents
incorporated herein by specific reference, represents the entire and integrated
agreement between CITY and CONSULTANT and supersedes all prior negotiations,
representations or agreements, either written or oral. This Agreement may be modified
or amended, or provisions or breach may be waived, only by subsequent written
agreement signed by both parties.
(e) Construction. In the event of any asserted ambiguity in, or dispute
regarding the interpretation of any matter herein, the interpretation of this Agreement
shall not be resolved by any rules of interpretation providing for interpretation against
the party who causes the uncertainty to exist or against the party who drafted the
Agreement or who drafted that portion of the Agreement.
(f) Notices. Except as otherwise required by law, any notice or other
communication authorized or required by this Agreement shall be in writing and shall be
deemed received on (a) the day of delivery if delivered by hand or overnight courier
service during CONSULTANT's or CITY's regular business hours or (b) on the third
business day following deposit in the United States mail, postage prepaid, to the
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addresses listed below, or at such other address as one party may notify the other:
If to CONSULTANT:
John Hidalgo, Principal Project Manager
Willdan Engineering
13191 Crossroads Parkway North, Suite 450
Industry, CA 91746
If to CITY:
Joel Rojas, Community Development Director
City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, California 90275
(g) Business License Required. CONSULTANT shall obtain a CITY
business license prior to commencing preparation of the documentation required by this
Agreement.
(h) Anti-Waiver Clause. Waiver by either party of any one or more of the
conditions of performance under this Agreement shall not be a waiver of any other
condition of performance under this Agreement. In no event shall the making by the
CITY of any payment to CONSULTANT constitute or be construed as a waiver by the
CITY of any breach of covenant, or any default which may then exist on the part of
CONSULTANT, and the making of any such payment by the CITY shall in no way
impair or prejudice any right or remedy available to the CITY with regard to such breach
or default.
(i) Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
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4110
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first stated above.
Dated: �4� WILLDAN ENGINEERING
By: aL GkeM
gy: -I'J�
Dated: 3 CIN OF RANCHO PALOS VERDES
Mayor
ATTEST: APPROVED AS TO FORM:
By:
-E _ By:
City Clerk City Attorney
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Exhibit "A":
CONSULTANT's Proposal and Schedule of Hourly Rates
W I L L DA N expending
your
Engineering reach
May 3, 2011
Mr. Joel Rojas
Community Development Department
City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275
Subject: Proposal to Provide Landscape Plan Check Review for Compliance with
the City's Water Efficient Landscape Ordinance and Supplemental
Regulations
Dear Mr. Rojas:
Willdan Engineering is pleased to submit this proposal to provide landscape plan
checking services for compliance regarding the City's Water Efficient Landscape
Ordinance.
COMPANY INFORMATION
Willdan Engineering
13191 Crossroads Parkway North, Suite 405
City of Industry, CA 91746
Telephone: 562-908-6200
Fax: 562-695-2120
Web Address: www.willdan.com
SCOPE OF SERVICES PROVIDED TO THE CITY
Plan Check Review of Landscape Documentation Package required through Chapter
15.34 of the RPVMC and the "Landscape Regulations for the Implementation of the
RPV Water Efficient Landscape Ordinance" including, but not limited to:
- Landscape Design Plan
- Irrigation Design Plan
- Water Efficient Landscape Worksheet
- Soil Management Report
- Grading Design Plan
Engineering I Geotechnical I Environmemial I Financial I Hornoland Security
562.908.6200 1800.499.4484 I fax:562.695.2120 113191 Crossroads Parkway North,Suite 405,Industry,CA 91746-3443 I www.willdan.com
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May 3, 2011
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KEY PERSONNEL
Willdan proposes to assign the following personnel:
John Hidalgo
Principal Project Manager
Registered Landscape Architect, CA#3551
Bryan Nguyen
Senior Landscape Architect
Registered Landscape Architect, CA#4967
SCHEDULE OF FEES AND REIMBURSABLES EXPENSES
1. For Landscape Areas Totaling 2,500 — 10,000 Square Feet
4 Hours Minimum /6 Hours Maximum
Maximum Fee Amount- $800.00
2. For Landscape Areas Totaling 10,100 Square Feet and Greater
6 Hours Minimum / 11 Hours Maximum
Maximum Fee Amount- $1,400.00
The fees noted above include two plan check submittals.
For plan checks that require a third re-submittal, the fee would be the,base fee plus
the additional time for the third check. The additional time would be based on a time
and materials at $125.00 per hour.
PROJECTED WORK SCHEDULE
The following timeframe details out the number of days for reviews.
1. First Plan Check— 10 Working Days
2. Second Plan Check—6 Working Days
3. Third Plan Check—3 Working Days
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May 3, 2011
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CONCLUSION
Should you have any questions regarding this proposal, please contact Mr. John
Hidalgo at (562) 908-6248 or email address at ihidalgwilldan.com.
Respectfully Submitted,
WILLDAN ENGINEERING
John Hidalgo, RLA William C. Pagett, PE
Principal Project Manager Senior Vice President
Landscape Architectural Services
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