Willdan Engineering (2009) i •
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into this 9th day of September 2009, by and between the CITY OF RANCHO
PALOS VERDES ("CITY") and Willdan Engineering ("CONTRACTOR").
IN CONSIDERATION of the covenants hereinafter set forth, the parties agree as
follows:
ARTICLE 1
SCOPE OF SERVICES
1.1 Project Description
The Project is described as follows:
Arterial Roads Rehabilitation Program.
1.2 Description of Services
CONTRACTOR shall provide professional services for Arterial Road
Rehabilitation Program for the CITY as described in the attached Exhibit A that is
incorporated by this reference.
1.3 Schedule of Work
Upon receipt of CITY'S written Notice to Proceed with any item of work set
forth in Exhibit A, CONTRACTOR shall perform with due diligence the services included in
that item. No work shall be done on any item of Exhibit A for which CONTRACTOR has
not received a written Notice to Proceed. Contractor shall perform all services under this
Agreement in a timely manner consistent with industry standards for professional skill and
care.
ARTICLE 2
COMPENSATION
2.1 Fee
(a) CITY will compensate CONTRACTOR for items in Exhibit A for which
CITY has issued to CONTRACTOR a Notice to Proceed in writing an amount not to exceed
the maximum amount set forth in Exhibit B. Total compensation to be paid by CITY to
CONTRACTOR shall not exceed $112,260.
(b) CITY may request additional specified work under this Agreement. All
such work must be authorized in writing by the Director of Public Works prior to
commencement.
(c) CONTRACTOR'S final invoice must be submitted within 30 days of
completion of the stated scope of services.
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2.2 Payment Address
All payments due CONTRACTOR shall be paid to:
Willdan Engineering
13191 Crossroads Parkway North, Suite 405
Industry, CA 91746-3497
2.3 Terms of Compensation
CONTRACTOR will submit invoices monthly for the percentage of work
completed in the previous month. CITY will pay all undisputed invoice amounts within 60
days of receipt of the invoice. CITY will use its best efforts to notify CONTRACTOR of any
disputed invoice amounts or claimed completion percentages within 15 days of the receipt
of each invoice. However, CITY's failure to timely notify CONTRACTOR of a disputed
amount of claimed completion percentage shall not be deemed a waiver of CITY's right to
challenge that amount or percentage.
Additionally,if CITY fails to pay any undisputed amounts due CONTRACTOR
within 90 days after invoices are received by CITY, then CONTRACTOR shall have the
right to consider that default a total breach of this Agreement, and this Agreement may be
terminated by CONTRACTOR upon 10 working days' advance written notice.
2.4 Additional Services
CITY may request in writing that CONTRACTOR perform additional services
not covered by the Scope of Contract Services set forth in Exhibit A,and CONTRACTOR
shall perform those services and will be paid for those additional services in accordance
with CONTRACTOR'S Current Hourly Rate Schedule set forth in Exhibit B. The schedule
of hourly rates shall be in effect through the end of this project, or June 30, 2010,
whichever occurs first.
2.5 Term of Agreement
This Agreement shall commence on the day it is signed,and shall terminate
on December 30, 2010. Certificates of Insurance must be current on the day this
Agreement commences and, if scheduled to lapse prior to the termination date, must be
updated before final payment is made to CONTRACTOR.
ARTICLE 3
INDEMNIFICATION AND INSURANCE
3.1 Indemnification
In the connection with the professional services to be performed under this
Agreement, Contractor shall defend, hold harmless, and indemnify CITY and its elected
officials, officers, employees, servants, designated volunteers, and independent
contractors serving in the role of city or agency officials (collectively "Indemnitees"), from
any claim,demand,damage, liability, loss,cost or expense(collectively,"claims"), including
but not limited to death or injury to any person and injury to any property, arising out of,
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pertaining to, or relating to the negligence, recklessness, or willful misconduct of
CONTRACTOR or any of its officers, employees, subcontractors, or agents in the
performance of professional services under this Agreement. CONTRACTOR shall defend
the Indemnitees in any action or actions filed in connection with any such claims with
counsel, and CONTRACTOR shall pay all costs and expenses, including actual attorneys'
fees, incurred in connection with such defense.
3.2 General Liability Insurance
CONTRACTOR shall at all times during the term of this Agreement obtain,
maintain, and keep in full force and effect, a policy or policies of Commercial General
Liability Insurance, with minimum limits of One Million ($1,000,000) Dollars for each
occurrence and in the aggregate, combined single limit, insuring against any personal
injury,death, loss,or damage resulting from wrongful or negligent acts by CONTRACTOR.
The 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 Insurance
CONTRACTOR shall at all times during the term of this Agreement obtain,
maintain, and keep in full force and effect a policy or policies of professional liability
insurance with a minimum limit of One Million($1,000,000) Dollars. The 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 Workers' Compensation Insurance
CONTRACTOR will maintain in force at all times during the performance of
work under this Agreement workers' compensation insurance as required by law.
CONTRACTOR shall require any subcontractor similarly to provide such workers'
compensation insurance for its employees.
3.5 Notice of Cancellation
A. All insurance policies shall provide that the insurance coverage shall
not be canceled by the insurance carrier without 30 days prior written notice to CITY.
CONTRACTOR agrees that it will not cancel or reduce the required insurance coverage..
B. If CONTRACTOR does not keep the required insurance in full force
and effect, CITY may either immediately terminate this Agreement or, if insurance is
available at a reasonable cost, CITY may obtain the necessary insurance and pay, at
CONTRACTOR'S expense, the premium thereon.
3.6 Certificate of Insurance
At all times during the term of this Agreement,CONTRACTOR shall maintain
on file with the CITY Clerk certificates of insurance showing that the required policies are in
effect in the required amounts. The Commercial General Liability Insurance shall contain
endorsements naming the CITY, its officers,agents and employees,as additional insureds.
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3.7 Primary Coverage
The Commercial General Liability Insurance provided by CONTRACTOR
shall be primary to any coverage available to CITY. The 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) This Agreement may be terminated at any time,with or without cause,
by either party upon 60 days prior written notice. Notice shall be deemed served upon
deposit in the United States Mail of a certified or registered letter, postage prepaid, return
receipt requested, addressed to the other party, or upon personal service of that notice to
the other party, at the address set forth in Article 6.11.
(b) In the event of termination or cancellation of this Agreement by
CONTRACTOR or CITY, due to no fault or failure of performance by CONTRACTOR,
CONTRACTOR shall be paid compensation for all services performed in an amount to be
determined as follows: for work done in accordance with all of the terms and provisions of
this Agreement, CONTRACTOR shall be paid an amount equal to the percentage of
services performed prior to the effective 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 of total compensation that would
have been paid to CONTRACTOR for the full performance of the services, as specified in
Article 2.1.(a).
ARTICLE 5
OWNERSHIP OF DOCUMENTS
5.1 Ownership of Documents and Work Product
All plans, specifications, reports and other design documents prepared by
CONTRACTOR pursuant to this Agreement are instruments of service which shall be
deemed the CITY'S property. CITY acknowledges and agrees that all plans,
specifications, reports and other design documents prepared by CONTRACTOR 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 CONTRACTOR. If CITY and CONTRACTOR
permit the reuse or other use of the plans, specifications, reports or other design
documents, CITY shall require the party using them to indemnify and hold harmless CITY
and CONTRACTOR regarding such reuse or other use. Additionally, CITY shall require
the party using them to eliminate any and all references to CONTRACTOR from the plans,
specifications, reports and other design documents. If a document is prepared by
CONTRACTOR on a computer, CONTRACTOR shall prepare such document in a
Microsoft® Word 2003 or lower format for text, and AutoCAD 2006 or lower format for
plans. In addition, CONTRACTOR shall provide CITY with those documents both in a
printed format and on disks.
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ARTICLE 6
GENERAL PROVISIONS
6.1 Representation
A CITY representative shall be designated by the City Manager, and a
CONTRACTOR representative shall be designated by CONTRACTOR, 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, CONTRACTOR shall comply with all
applicable provisions of the California Fair Employment Practices Act (California
Government Code Sections 12940-48),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
CONTRACTOR represents that it has,or shall secure at its own expense,all
personnel required to perform CONTRACTOR'S services under this Agreement. Any
person who performs traffic engineering services pursuant to this Agreement shall be
licensed as a Traffic Engineer by the State of California and shall be in good standing.
CONTRACTOR shall make reasonable efforts to maintain the continuity of
CONTRACTOR'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 those services. CONTRACTOR may associate with or employ associates or
subcontractors in the performance of its services under this Agreement, but at all times
CONTRACTOR shall be responsible for their services.
6.4 Conflicts of Interest
CONTRACTOR agrees not to accept any employment or representation
during the term of this Agreement, or within 12 months after completion of the work under
this Agreement, which is or may likely make CONTRACTOR "financially interested" (as
provided in California Government Code Section 1090 and 87100)in any decisions made
by CITY on any matter in connection with which CONTRACTOR 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 that action shall be entitled to recover its costs of
litigation, including reasonable attorneys'fees,which shall be fixed by the judge hearing the
case, and such fees shall be included in the judgment.
(b) Should any legal action involving the Project be brought against CITY
by a party other than CONTRACTOR, and should that action require the testimony of
CONTRACTOR when there is no allegation that CONTRACTOR was negligent,then CITY
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shall compensate CONTRACTOR for its testimony and preparation to testify at the hourly
rates in effect at the time of such testimony.
6.6 Assignment
This Agreement shall not be assignable by either party without the prior
written consent of the other party.
Notwithstanding the above,CONTRACTOR may use the services of persons
and entities not in CONTRACTOR'S direct employ when it is appropriate and customary to
do so. Such persons and entities include, but are not necessarily limited to, surveyors,
specialized contractors, and testing laboratories. CONTRACTOR'S use of subcontractors
for additional services shall not be unreasonably restricted by the CITY provided that
CONTRACTOR notifies the CITY in advance.
6.7 Independent Contractor
CONTRACTOR 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 CONTRACTOR or any of the CONTRACTOR'S employees,except as
herein set forth. CONTRACTOR 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 understood that CONTRACTOR is,and shall at all
times remain to CITY, a wholly-independent CONTRACTOR and that CONTRACTOR'S
obligations to CITY are solely those set forth in this Agreement.
6.8 Hazardous Materials
Unless otherwise provided in this Agreement, CONTRACTOR and its
subcontractors 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 Captions
The captions used in this Agreement are for general reference only and are
not part of the Agreement.
6.10 Entire Agreement
This Agreement represents the entire and integrated Agreement between
CITY and CONTRACTOR and supersedes all prior negotiations, representations, or
agreements,whether written or oral. This Agreement may be modified 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 CONTRACTOR:
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Mr. Adel Freij, P.E.
Willdan Engineering
13191 Crossroads Parkway North, Suite 405
Industry, CA 91746-3497
If to CITY:
Mr. Ray Holland, Interim Director of Public Works
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
TO EFFECTUATE THIS AGREEMENT, the parties have executed this
Agreement as of the dates set forth below.
"CONTRACTOR"
Willdan Engineering, INC.
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CITY OF RANCHO PALOS VERDES
A Municipal Corporation
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BY: J11014., . de,._
MAYOR
City of Rancho 'alos Verdes
Date
ATTEST:
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CITY CLERK
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