CC SR 20180220 D - Federal, State and Labor Compliance Contract with Willdan EngineeringRANCHO PALOS VERDES CITY COUNCIL
AGENDA REPORT
AGENDA DESCRIPTION:
MEETING DATE: 02/20/2018
AGENDA HEADING: Consent Calendar
Consideration and possible action to award an On -Call Professional Services Contract
to Willdan Engineering for Federal, State, and Labor Compliance.
RECOMMENDED COUNCIL ACTION:
(1) Award a Professional Services Agreement to Willdan Engineering for on-call
Professional Services for Federal, State and Labor Compliance in the amount of
$70,000; and,
(2) Authorize the Mayor and City Clerk to execute the Professional Services
Agreement; subject to approval as to form by the City Attorney.
FISCAL IMPACT: This work is included in the adopted FY17-18 municipal budget.
Amount Budgeted:
Additional Appropriation
Account Number(s):
$70,000
None
330-400-8110-8001 �, f
ORIGINATED BY: Nadia Carrasco, Assistant Engineer
REVIEWED BY: Elias Sassoon, PE, Director of Public Works
APPROVED BY: Doug Willmore, City Manager,
ATTACHED SUPPORTING DOCUMENTS:
A. Professional Services Agreement (page A-1)
BACKGROUND AND DISCUSSION:
Willdan Engineering (Willdan) currently provides engineering services pertaining to
Federal- and State -funded projects and programs for several of the Capital
Improvement Program (CIP) projects. These services include the interpretation of
correspondence from Metro and Caltrans; preparation of annual Disadvantaged
Business Enterprise documentation; project specifications for Federal requirements;
labor compliance; National Environmental Policy Act (NEPA) approval and field review;
right-of-way certification; project award submittal; progress invoicing and final report of
expenditures; and project closeout, among other miscellaneous engineering services.
The continuation of these services is essential as these CIP projects have critical
deadlines requiring prompt attention that otherwise could jeopardize their funding.
Among the CIP projects currently receiving Federal or State funds are:
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• Pedestrian Safe Bus Stop Linkage on Hawthorne Blvd.
• PVDE Safety Improvements from Bronco Dr. to Headland Dr.
• PVDS Bike Compatible Bikes Lanes and Safety Project
• Miraleste Arterial Street Rehabilitation
• Traffic Signal Synchronization on Hawthorne Blvd.
• PVDE Guardrail Safety Project
Staff recommends continuing to contract for these services with Willdan since they have
routinely demonstrated that they can provide professional, efficient and very effective
services in a timely manner.
ALTERNATIVES:
In addition to the Staff recommendations, the following alternative action is available for
the City Council's consideration:
Reject Staff's recommendation and/or consider other options as
appropriate.
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CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
WILLDAN ENGINEERING
for
Professional Services for Federal, State and Labor Compliance for FY 17-18
A-1
AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND WILLDAN
ENGINEERING
THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and
entered into this 20th day of February, 2018 by and between the City of Rancho Palos Verdes, a
California municipal corporation ("City") and Willdan Engineering ("Consultant"). City and
Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter
collectively referred to as the "Parties".
RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the
performance of the services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal or bid for the performance of the
services defined and described particularly in Article I of this Agreement, was selected by the
City to perform those services.
C. Pursuant to the City of Rancho Palos Verdes' Municipal Code, City has authority
to enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Consultant for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and
incorporated herein by this reference, which may be referred to herein as the "services" or
"work" hereunder. As a material inducement to the City entering into this Agreement,
Consultant represents and warrants that it has the qualifications, experience, and facilities
necessary to properly perform the services required under this Agreement in a thorough,
competent, and professional manner, and is experienced in performing the work and services
contemplated herein. Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein. Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose
intended. For purposes of this Agreement, the phrase "highest professional standards" shall
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mean those standards of practice recognized by one or more first-class firms performing similar
work under similar circumstances.
1.2 Consultant's Proposal.
The Scope of Service shall include the Consultant's scope of work 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.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 Licenses, Permits, Fees and Assessments.
Consultant 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.
Consultant 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 Consultant's performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of 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 Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restrictions attending performance of the services under this Agreement. If the services involve
work upon any site, Consultant warrants that Consultant 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 Consultant discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, Consultant shall immediately inform
the City of such fact and shall not proceed except at Consultant's risk until written instructions
are received from the Contract Officer.
1.6 Care of Work.
The Consultant 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.
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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 Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra
work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the
written approval of the Consultant. Any increase in compensation of up to ten percent (10%) 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
Consultant that the provisions of this Section shall not apply to services specifically set forth in
the Scope of Services. Consultant 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
Consultant anticipates and that Consultant shall not be entitled to additional compensation
therefor. City may in its sole and absolute discretion have similar work done by other
contractors. No claims for an increase in the Contract Sum or time for performance shall be
valid unless the procedures established in this Section are followed.
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.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and
incorporated herein by this reference. The total compensation, including reimbursement for
actual expenses, shall not exceed Seventy Thousand dollars ($70,000.00) (the "Contract Sum"),
unless additional compensation is approved pursuant to Section 1.8.
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2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon completion; (ii)
payment in accordance with specified tasks or the percentage of completion of the services, less
contract retention; (iii) payment for time and materials based upon the Consultant's rates as
specified in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not
exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice for all work performed
and expenses incurred during the preceding month in a form approved by City's Director of
Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying
compliance with all provisions of the Agreement. The invoice shall detail charges for all
necessary and actual expenses by the following categories: labor (by sub -category), travel,
materials, equipment, supplies, and sub -contractor contracts. Sub -contractor charges shall also
be detailed by such categories. Consultant shall not invoice City for any duplicate services
performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and
undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run
procedures, the City cannot guarantee that payment will occur within this time period. In the
event any charges or expenses are disputed by City, the original invoice shall be returned by City
to Consultant for correction and resubmission. Review and payment by City for any invoice
provided by the Consultant shall not constitute a waiver of any rights or remedies provided
herein or any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant.
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ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant 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" and incorporated herein by this
reference. When requested by the Consultant, 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 Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
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 Consultant
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
Consultant be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Consultant's sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding one (1)
years from the date hereof, except as otherwise provided in the Schedule of Performance
(Exhibit "D" ).
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant ("Principals") are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith:
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(Name) (Title)
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 Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall
utilize only competent personnel to perform services pursuant to this Agreement. Consultant
shall make every reasonable effort to maintain the stability and continuity of Consultant's staff
and subcontractors, if any, assigned to perform the services required under this Agreement.
Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any,
assigned to perform the services required under this Agreement, prior to and during any such
performance.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant's officers, employees, or agents are in any manner officials, officers,
employees or agents of City. Neither Consultant, nor any of Consultant's officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may
have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be Ron Dragoo, Principal Engineer, or Michael Throne,
Director of Public Works, or such person as may be designated by the City Manager. It shall be
the Consultant's responsibility to assure that the Contract Officer is kept informed of the
progress of the performance of the services and the Consultant shall refer any decisions which
must be made by City to the Contract Officer. Unless otherwise specified herein, any approval
of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer
shall have authority, if specified in writing by the City Manager, to sign all documents on behalf
of the City required hereunder to carry out the terms of this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode
or means by which Consultant, 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 Consultant's employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service. Consultant shall perform all services required
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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. Consultant
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 Consultant in its business or otherwise or a joint venturer or a member of any
joint enterprise with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City. In addition, neither this
Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or
encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise,
without the prior written approval of City. Transfers restricted hereunder shall include the
transfer to any person or group of persons acting in concert of more than twenty five percent
(25%) of the present ownership and/or control of Consultant, 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 Consultant or
any surety of Consultant of any liability hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
The Consultant 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 which shall cover all elected and appointed officers,
employees and agents of City:
(a) Commercial General Liability Insurance (Occurrence Form CG0001 or
e uivalent). A policy of comprehensive general liability insurance written on a per occurrence
basis for bodily injury, personal injury and property damage. The policy of insurance shall be in
an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then
the general aggregate limit shall be twice the occurrence 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 the Consultant 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 Consultant in the course of carrying out the work or services
contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including `any auto" and
endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance
written on a per occurrence for bodily injury and property damage in an amount not less than
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$1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars and
any automobile.
(d) Professional Liability. Professional liability insurance appropriate to the
Consultant's profession. This coverage may be written on a "claims made" basis, and must
include coverage for contractual liability. The professional liability insurance required by this
Agreement must be endorsed to be applicable to claims based upon, arising out of or related to
services performed under this Agreement. The insurance must be maintained for at least 5
consecutive years following the completion of Consultant's services or the termination of this
Agreement. During this additional 5 -year period, Consultant shall annually and upon request of
the City submit written evidence of this continuous coverage.
(e) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated
herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit `B".
5.2 General Insurance Requirements.
All of the above policies of insurance shall be primary insurance and shall name the City,
its elected and appointed officers, employees and agents as additional insureds and any insurance
maintained by City or its officers, employees or agents may apply in excess of, and not
contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of
subrogation and contribution it may have against the City, its officers, employees and agents and
their respective insurers. Moreover, the insurance policy must specify that where the primary
insured does not satisfy the self-insured retention, any additional insured may satisfy the self-
insured retention.
All of said policies of insurance shall provide that said insurance may not be amended or
cancelled by the insurer or any party hereto without providing thirty (30) days prior written
notice by certified mail return receipt requested to the City. In the event any of said policies of
insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence
of insurance in conformance with Section 5.1 to the Contract Officer.
No work or services under this Agreement shall commence until the Consultant has
provided the City with Certificates of Insurance, additional insured endorsement forms or
appropriate insurance binders evidencing the above insurance coverages and said Certificates of
Insurance or binders are approved by the City. City reserves the right to inspect complete,
certified copies of and endorsements to all required insurance policies at any time. Any failure
to comply with the reporting or other provisions of the policies including breaches or warranties
shall not affect coverage provided to City.
All certificates shall name the City as additional insured (providing the appropriate
endorsement) and shall conform to the following "cancellation" notice:
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CANCELLATION:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY
SHALL MAIL THIRTY (30) -DAY ADVANCE WRITTEN NOTICE TO
CERTIFICATE HOLDER NAMED HEREIN.
[to be initialed]
Consultant Initials
City, its respective elected and appointed officers, directors, officials, employees, agents
and volunteers are to be covered as additional insureds as respects: liability arising out of
activities Consultant performs; products and completed operations of Consultant; premises
owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by
Consultant. The coverage shall contain no special limitations on the scope of protection afforded
to City, and their respective elected and appointed officers, officials, employees or volunteers.
Consultant's insurance shall apply separately to each insured against whom claim is made or suit
is brought, except with respect to the limits of the insurer's liability.
Any deductibles or self-insured retentions must be declared to and approved by City. At
the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects City or its respective elected or appointed officers, officials, employees and
volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related
investigations, claim administration, defense expenses and claims. The Consultant agrees that
the requirement to provide insurance shall not be construed as limiting in any way the extent to
which the Consultant may be held responsible for the payment of damages to any persons or
property resulting from the Consultant's activities or the activities of any person or persons for
which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification
liabilities as provided in Section 5.3.
In the event the Consultant subcontracts any portion of the work in compliance with
Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall
require the subcontractor to maintain the same policies of insurance that the Consultant is
required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be
provided to City.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (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 provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or
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indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors'
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a) Consultant 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) Consultant 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
Consultant hereunder; and Consultant 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 Consultant 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 Consultant hereunder, Consultant 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.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City's negligence,
except that design professionals' indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The
indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement.
5.4 Sufficiency of Insurer.
Insurance required by this Agreement shall be satisfactory only if issued by companies
qualified to do business in California, rated "A" or better in the most recent edition of Best
Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a
financial category Class VII or better, unless such requirements are waived by the Risk Manager
of the City ("Risk Manager") due to unique circumstances. If this Agreement continues for more
than 3 years duration, or in the event the risk 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
Consultant agrees that the minimum limits of the insurance policies may be changed accordingly
upon receipt of written notice from the Risk Manager.
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ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the "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. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed. 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. In the event of dissolution of Consultant's
business, custody of the books and records may be given to City, and access shall be provided by
Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
6.2 Reports.
Consultant 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. Consultant 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, Consultant
agrees that if Consultant 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 Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the "documents and materials")
prepared by Consultant, 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 Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific written authorization by the Consultant will be at the
City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties
shall not extend to such use, reuse or assignment. Consultant may retain copies of such
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documents for its own use. Consultant shall have the 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 Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom. Moreover, Consultant with respect to any documents
and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such
documents and materials are hereby deemed "works made for hire" for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant
in performance of this Agreement shall be considered confidential, unless such information is in
the public domain or already known to Consultant. Consultant shall not release or disclose any
such information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors,
shall not, without prior written authorization from the Contract Officer or unless requested by the
City Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement. Response to a subpoena or court order shall not be considered
"voluntary" provided Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorneys fees, caused by or incurred as a result of Consultant's conduct.
(d) Consultant shall promptly notify City should Consultant, its
officers, employees, agents or subcontractors be served with any summons, complaint, subpoena,
notice of deposition, request for documents, interrogatories, request for admissions or other
discovery request, court order or subpoena from any party regarding this Agreement and the
work performed there under. City retains the right, but has no obligation, to represent Consultant
or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate
fully with City and to provide City with the opportunity to review any response to discovery
requests provided by Consultant. However, this right to review any such response does not
imply or mean the right by City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed 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 Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
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Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default. Instead, the City may give notice to Consultant of the default and the
reasons for the default. The notice shall include the timeframe in which Consultant may cure the
default. This timeframe is presumptively thirty (30) days, but may be extended, though not
reduced, if circumstances warrant. During the period of time that Consultant is in default, the
City shall hold all invoices and shall, when the default is cured, proceed with payment on the
invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the
outstanding invoices during the period of default. If Consultant does not cure the default, the
City may take necessary steps to terminate this Agreement under this Article. Any failure on the
part of the City to give notice of the Consultant's default shall not be deemed to result in a
waiver of the City's legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(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 suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant's acts or omissions in performing or failing to perform Consultant'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 Consultant, 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 Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by
any party of any breach of the provisions of this Agreement shall not constitute a waiver of any
other provision or a waiver of any subsequent breach or violation of any provision of this
Agreement. Acceptance by City of any work or services by Consultant shall not constitute a
waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any
right or remedy by a non -defaulting party on any default shall impair such right or remedy or be
construed as a waiver. 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
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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. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer. In addition, the Consultant
reserves the right to terminate this Contract at any time, 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 Consultant may determine. Upon receipt of any
notice of termination, Consultant shall immediately cease all services hereunder except such as
may be specifically approved by the Contract Officer. Except where the Consultant has initiated
termination, the Consultant 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 Consultant has initiated
termination, the Consultant 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.
7.8 Termination for Default of Consultant.
If termination is due to the failure of the Consultant 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 Consultant 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 Consultant for the purpose of set-off
or partial payment of the amounts owed the City as previously stated.
7.9 Attorneys' Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
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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.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non -liability, of Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, 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 Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant's performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
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 affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant 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.
Consultant 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, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant 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, gender, sexual orientation, marital status, national origin, ancestry or other
protected class.
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8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys' fees,
incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
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 (with her/his name and City title), City of
Rancho Palos Verdes, 30940 Hawthorne Blvd., California 90275 and in the case of the
Consultant, to the person(s) at the address designated on the execution page of this Agreement.
Either party may change its address by notifying the other party of the change of address in
writing. Notice shall be deemed communicated at the time personally delivered or in seventy-
two (72) hours from the time of mailing if mailed as provided in this Section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. 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. No amendment to or
modification of this Agreement shall be valid unless made in writing and approved by the
Consultant and by the City Council. The parties agree that this requirement for written
modifications cannot be waived and that any attempted waiver shall be void.
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9.5 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.
9.6 Warranty & Representation of Non -Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or
in violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
"financial interest" shall be consistent with State law and shall not include interests found to be
"remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration,
or other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any City
official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement. Consultant is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect.
Consultant's Authorized Initials
9.7 Corporate AuthoritX.
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 parry, (iii) by so executing this Agreement, such parry 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. This Agreement
shall be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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01203.0006/446950.1
•
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first -above written.
ATTEST:
Emily Colborn, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
David J. Aleshire, City Attorney
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Susan M. Brooks, Mayor
CONSULTANT:
WILLDAN ENGINEERING
LISM
Lo
Name: Adel M. Freij, PE
Title: Deputy Director
Name: William C. Pagett, PE
Title: Senior Vice President
Address: 13191 Crossroads Parkway
North, Suite 405
Industry, CA, 91746
Two corporate officer signatures required when Consultant is a corporation, with one signature
required from each of the following groups: 1) Chairman of the Board, President or any Vice
President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant
Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND
APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE
BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS
APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
01203.0006/446950.1
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 2018 before me, , personally appeared , proved to me
on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph
is true and correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and
could prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER
❑ INDIVIDUAL
❑ CORPORATE OFFICER
TITLE(S)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑ OTHER
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01203.0006/446950.1
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
A-20
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 2018 before me, , personally appeared , proved to
me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf
of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and
could prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑
INDIVIDUAL
❑
CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLES)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
NUMBER OF PAGES
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
SIGNER(S) OTHER THAN NAMED ABOVE
01203.0006/446950.1
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EXHIBIT "A"
SCOPE OF SERVICES
I. Consultant will provide on-call miscellaneous engineering services, preparation of
documentation for federally funded projects, and federal, state and labor
compliance services as requested by the City. These services will include the
following:
Miscellaneous Engineering Services
1. As requested by City Staff, Willdan will provide miscellaneous engineering
services regarding federal and state funded projects and programs, preparation of
annual DBE documentation, interpretation of correspondence from Metro and
Caltrans as to its effect on the City or its projects, and miscellaneous research for
answers to City questions.
2. For tasks requiring extensive effort, such as the preparation of a Call for Projects
application, a detailed scope of work and fee can be provided upon request.
3. Assist the City to prepare and submit to Metro electronically through
ProgramMetro the annual Obligation Plan for projects with federal funds
expected to be obligated between October 1 and September 30.
4. For new federally funded projects, assist the City to prepare the FTIP New Project
Form for new projects and amend existing projects on the FTIP by submitting to
Metro electronically through ProgramMetro.
Federal -Funded Documentation and Labor Compliance for CIP Proiects
Willdan will continue preparing the required federal documentation and labor compliance
for the following CII' Projects for submittal to Caltrans:
• PVDE Guardrail Safety Project HSIPL-5413(011)
• PVDS Bike Compatible Safety and Linkage CML -5413(012)
• Pedestrian Safe Bus Stop Linkage on Hawthorne Boulevard CML -5413(013)
Traffic Signal Synchronization on Hawthorne Boulevard HSIPL-5413(014)
PVDE Improvements (Bronco Drive/Headland Drive) HSIP-5413(015) Miraleste
Arterial Street Rehabilitation STPL-5413(016)
• Crest Road STPL
PVDE Guardrail Safety Project HSIPL-5413(011)
Remainingwork includes Labor Compliance, Invoicing, and Project Closeout.
PVDS Bike Compatible Safety and Linkage CML -5413(012)
The City received an E-76 for Preliminary Engineering on 03/22/11, NEPA
approval on 06/14/10, and NEPA re -validation on 07/14/16. Remaining work
01203.0006/446950.1
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includes revising Field Review since limits have changed, obtaining ROW
Certification and E-76 for Construction, Award submittal, Invoicing, and Project
Closeout.
Pedestrian Safe Bus Stop Linkage on Hawthorne Boulevard CML -5413(013)
Remaining work includes Labor Compliance, Invoicing, and Project Closeout.
Traffic Signal Synchronization on Hawthorne Boulevard HSIPL-5413(014)
Remaining work includes Labor Compliance, Invoicing, and Project Closeout.
PVDEImprovements (Bronco Drive/Headland Drive) HSIP-5413(015)
The City received an E-76 for Preliminary Engineering on 06/24/13 and NEPA
approval on 01/14/14. Remaining work includes obtaining ROW Certification
and E-76 for Construction, Award submittal, Invoicing, and Project Closeout.
Miraleste Arterial Street Rehabilitation STPL-5413(016)
The City received an E-76 for Preliminary Engineering on 06/06/14 but has
decided to use local funds for the construction of the project. Remaining work
includes Invoicing and Project Closeout.
CrestRoad STPL
The City has decided to use federal funds for the construction of this new project.
Work will include PES submittal for NEPA approval, Field Review, obtaining
ROW Certification and E-76 for Construction, Award submittal, Invoicing, and
Project Closeout.
The following scope of work relates to the CIP projects as mentioned above:
NEPA Approval & Field Review
1. Prepare LAPM Exhibit 6-A Preliminary Environmental Study to determine the
recommended level of environmental document required (excludes preparation of
technical studies or acquiring permits and/or cooperative/maintenance agreements).
Responses will be provided to all questions on the PES form and each response will
be accompanied by a written narrative summarizing how the requirements of the
various federal laws have been satisfied. The City and/or its design consultant will
provide a project footprint map delineating the existing and proposed right-of-way.
2. Assuming Categorical Exclusion without technical studies for NEPA compliance,
prepare LAPM Exhibit 6-E Categorical Exemption/Programmatic Categorical
Exclusion Determination. If required by Caltrans Environmental group and desired
by the City, Willdan can amend this proposal and corresponding fee to provide
01203.0006/446950.1
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additional scope to prepare required technical studies and/or other types of
environmental documents.
3. Prepare LAPM Exhibit 7-B Field Review, LAPM Exhibit 7-G Field Review
Attendance Roster, and LAPM Exhibit 7-C Roadway Data using typical sections,
roadway data, and traffic data provided by the City.
4. Submit documents to Caltrans DLAE along with a copy of the approved FTIP sheet
to initiate a federally funded project and obtain environmental approval for NEPA
compliance.
Right of Wav Certification (no Federal participation in utility relocations
1. Obtain final plans from the City and verify that utilities within the project limits are
identified and delineated on the plans including the type of facility, location, and
disposition and determine high and low risk facilities.
2. Obtain from City copies of notices to utility owners (NTO) to relocate (including
adjustments).
3. Determine whether the project qualifies to use the Short Form ROW Certification if
the project does not require right of way acquisition or relocation assistance and
relocations are limited to adjustments of utility covers only to meet the finish
roadway grade.
4. If applicable, prepare LAPM Exhibit 13-A Short Form Right of Way Certification
for Local Assistance Project Off State Highway System, the Project Engineer's
Certification of Utilities for the Resident Engineer's signature, and LAPM Exhibit
13-A Utility Cover Adjustment Summary if the adjustment of utility covers is
checked. Or, if applicable, prepare LAPM Exhibit 13-B Right of Way Certification
Off State Highway System and the Project Engineer's Certification of Utilities for
the Resident Engineer's signature.
5. Submit documents to Caltrans DLAE along with the final plans, required backup
documentation from utilities and other agencies, a copy of the City Resolution
authorizing a City official to execute right of way certifications, and a copy of the
approved environmental document to obtain right of way certification.
Reguest for Authorization to Proceed with Construction (E-76 for CON)
1. Upon receiving right of way certification and final PS&E from design consultant,
prepare LAPM Exhibit 3-D Request for Authorization, LAPM Exhibit 3-E Data
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Sheets, LAPM Exhibit 12-A Preliminary Estimate of Cost, LAPM Exhibit 15-N
Finance Letter based on the engineer's final opinion of probable construction co'st,
LAPM Exhibit 12-C PS&E Certification for the Resident Engineer's signature and
LAPM Exhibit 12-D PS&E Checklist stating that the PS&E have been prepared in
accordance with the Local Assistance Procedures Manual, LAPM Exhibit 15-A
Local Agency Construction Contract Administration Checklist, and LAPM Exhibit
4- A Local Programs Agreement Checklist (if not already done under RFA for PE).
2. Verify that the City submitted the Field Review package and attach copy or prepare
LAPM Exhibit 7-13 Field Review, LAPM Exhibit 7-G Field Review Attendance
Roster, and LAPM Exhibit 7-C Roadway Data using typical sections provided by the
City.
3. Calculate the DBE project goals for construction engineering and construction by
preparing LAPM Exhibit 9-D DBE Contract Goal Methodology based on
information provided by the City.
4. If proprietary item/s are used on the project, obtain LAPM Exhibit 12-F Public
Interest Finding (PIF) and Certification from City and email to
Proprietarv.PEF@dot.ca.gov .
5. Since the project is proceeding to the next major federal approval, assist the City to
obtain NEPA re -validation by sending a confirmation email to Caltrans certifying
that the project has not changed scope or limits or preparing and submitting LAPM
Exhibit 6-G NEPAICEQA Re -validation Form.
6. Submit documents to the Caltrans DLAE with the final plans and specifications and
copies of the approved NEPA document and ROW Certification to obtain an E-76
for construction and to request the preparation of the Program Supplement
Agreement to encumber the federal funds for the project.
Pro'e� ct Specifications - Federal Requirements
1. Provide the City with a copy of the Federal requirements to be inserted into the
project specifications by the City's design consultant.
2. Review and, if necessary, update the City's Notice Inviting Bids to ensure that
Federal labor compliance language is included.
3. Check OLP's Federal Wage Rate website for any updates 10 days prior to bid
opening.
01203.0006/446950.1
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Award Submittal
1. Assist the City in preparing a resolution to execute the Program Supplement
Agreement and transmitting the City -executed agreement and certified resolution to
Caltrans (Sacramento) for their execution.
2. Ensure City submits a copy of the Notice of Award or Notice to Proceed to the
Caltrans DLAE and a copy of the Notice of Pre -construction Meeting to Mr. Eric
Samaniego at Caltrans (213-897-2959) .
3. Prepare LAPM Exhibit 15-C Local Agency Project Advertising Checklist and
LAPM Exhibit 15-1 Local Agency Bid Opening Checklist and place in project file.
4. Prepare LAPM Exhibit 15-L Local Agency Contract Award Checklist, LAPM
Exhibit 15-M Detail Estimate and Summary and LAPM Exhibit 15-N Finance
Letter based on the low bid, and LAPM Exhibit 15-B Resident Engineer's
Construction Contract Administration Checklist.
5. Submit documents to the Caltrans DLAE within 60 days of award along with the
following items provided by the City: the engineer's final opinion of probable
construction cost, contractor's bid, bid analysis, as -advertised plans and
specifications, executed construction contract, LAPM Exhibit 15-G Local Agency
Bidder DBE Commitment (Construction Contracts), LAPM Exhibit 15-H Good
Faith Effort, and LAPM Exhibit 9-E Evaluation of Good Faith Effort Memo.
Labor Compliance
1. Review and update federal labor compliance components of project specifications to
ensure adherence to current labor regulations and requirements.
2. Y applicable, attend pre-bid conference to present general requirements of bid
preparation for the project.
3. Verify applicable wage determination ten (10) days prior to bid opening; document
verification as required. If wage determination has changed from what appears in
project specifications, provide addendum and proof of receipt by plan holders.
4. Verify eligibility of selected contractor and its subcontractors to receive contract
awards by confirming current, active license status with Contractors State License
Board; current registration with California Department of Industrial Relations;
current, valid contractor's bond and workers' compensation coverage; and non-
appearance on Federal List of Parties Excluded and State Division of Labor
Standards Enforcement debarment lists.
01203.0006/446950.1
A-26
5. Attend preconstruction conference to present federal labor compliance requirements
to contractor and subcontractors; prepare minutes and attendance record thereof.
6. [OPTIONAUADDITIONAL: Verify and document job -site posting of wage rate
information and labor compliance posters.]
7. [OPTIONAUADDITIONAL: Conduct site visits to monitor workforce utilization;
perform labor compliance interviewing of employees on site, using appropriate forms,
in the proper frequency and of the proper work classifications required by
governmental authorities.]
8. Receive and review labor compliance documentation from public works observers or
inspectors and compare with contractor -submitted documents. Monitor contractor -
submitted payroll documentation on a continuous basis, including weekly certified
payroll reports, fringe benefit statements, apprenticeship documentation, and payroll
deduction authorizations.
9. Follow up with contractor by telephone, email, and/or certified mail regarding
required document submittals and payroll discrepancies and deficiencies. Provide
detailed description of alleged deficiencies; outline corrective action to be taken; and
enforce regulatory deadlines for compliance.
10. Receive, pursue, and document labor complaints; prepare violation reports to
oversight agencies as required; recommend special action to be taken if contractor
continuously fails to comply with requests and requirements.
11. Coordinate with City staff the withholding of progress and/or retention payments if
contractor fails to abide by labor compliance requirements.
12. Maintain content and format of federal labor compliance file in conformance with
applicable government requirements.
13. Coordinate project file reviews by authorized county, state, and federal agencies.
14. Submit complete federal labor compliance file to City for retention. (Note: federal
labor compliance files are to be retained for a period of not less than three (3) years.)
Progress Invoicing & Final Reporl of Expenditures
1. Verify that the City has submitted to Caltrans DLAE copies of LAPM Exhibit 10-01
Local Agency Proposer DBE Commitment (Consultant Contracts), Exhibit 10-02
Local Agency Proposer DBE Information (Consultant Contracts), and Exhibit 10-C
Consultant Contract Reviewers Checklist within 30 days of consultant contract
execution if federal funds will be used for preliminary engineering or construction
01203.0006/446950.1
A-27
engineering.
2. Monitor the Caltrans Local Assistance website for City projects with inactive
obligations and notify City staff.
3. Prepare LAPM Exhibit 5-A Progress Invoice, LAPM Exhibit 54 Local Agency
Invoice Review Checklist, and LAPM Exhibit 5-K Billing Summary Support Phases at
least once every 6 months based on the following items provided by the City:
consultant invoices, contractor's contract progress reports, and copies of cancelled
checks and submit to Caltrans DLAE.
4. If needed, prepare and submit to the Caltrans DLAE for approval a request for post -
award adjustments to the Finance Letter prior to submitting the Final Invoice,
including revised LAPM Exhibit 15-M Detail Estimate, LAPM Exhibit 15-N Finance
Letter, LAPM Exhibit 17-E Change Order Summary, and Exhibit 3-E Request for
Authorization to Proceed Data Sheet based on the final construction and consultant
costs.
5. Prepare LAPM Exhibit 17-A Federal Report of Expenditures Letter and the Report of
Expenditures Checklist based on the Statement of Working Days provided by the City,
LAPM Exhibit 17-C Local Agency Final Inspection Form to initiate Caltrans' job site
review and verification of completion of the project, LAPM Exhibit 17-G Materials
Certificate for Resident Engineer's signature to show that the results of the tests on
acceptance samples indicate that the materials incorporated in the construction work
and construction operations controlled by sampling and testing were in conformity
with the approved plans and specifications, LAPM Exhibit 17-D Federal Aid Final
Invoice, LAPM Exhibit 54 Local Agency Invoice Review Checklist, LAPM Exhibit 5-
K Billing Summary Support Phases, LAPM Exhibit 15-M Final Detail Estimate and
Summary, and LAPM Exhibit 17-E Change Order Summary based on the following
items provided by the City: consultant final invoices, contractor's final contract
progress report, release of retention or letter from Escrow, and copies of cancelled
checks.
6. Submit to Caltrans DLAE Item Nos. 5 through 8 and attach the following items
provided by the City: LAPM Exhibit 17-F Final Report - Utilization of DBE, First
Tier Subcontractors, LAPM Exhibit 17-0 DBE Certification Status Change to initiate
timely project closure and payment.
7. Following receipt of the final payment check from the State Controller's Office,
include documents and submittals in a Federal Funding File and make a PDF
formatted file on a CD for the City.
II. All work product is subject to review and acceptance by the City, and must be
revised by the Consultant without additional charge to the City until found
satisfactory and accepted by City.
01203.0006/446950.1
•
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
01203.0006/446950.1
A-29
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. The scope of work will be provided on a time -and -materials basis not -to -exceed
$70,000. Consultant shall perform the following tasks at the following rates:
' IQ/hwr for Prevailing Wage Project
Maeage reimbursement will be charged at the current Federal guideline rate at the time of Wing. Vehicleswill be charged at a monthlyrateof 509.
Addltlmal billing dasarilcatiom may, be added to the above listing during the year as new pmItlons are created. Consultation In connection with litigation and court appearances wig
be quilted separately- The above schedule is fpr Might time. Overtime wdl be charged at 1.5 times, and Sundays and holidays, 2.9 times the standard rates. aivaprinting,
reproduction, messenger services, and printing will be Imroired at cost plus fifteen percent (15th). A sub consultant management fee or fifteen pertent 115%Y will be added to the
direct cast of all sub consultant services to provide for the Cast of edministrat1w, comsultatkn and coordination- Valid July 1, 2017 thry June M0. 2+18; thereafter, the rates may be
raised once par year to the value between the change of the consumer Prioe Index for the Los Angeles/Orange r wmv/Sapamcnto{San Francisco/San Jose area and five percent.
01203.0006/446950.1
C-1
A-30
WILLt7AN ENGINEERING
I � � ���
Schedule of Hourly Rues
Etlectfve July 7, 20 r 710 Jurf9 30, 2O J B
Technical Aide 1
$52
Assistant Code Enforcement officer
$82
LANDSCAPE ARCHITECTURE
Assistant Landscape Architect
$I16
TechnicalAldvll
So
Plans Examiner Aide
98
Associate Landscape Arch ltect
134
Technical Aide III
99
Code Enforcement Officer
94
Senior Landscape Architect
147
Drafter 1
100
Asst. Construction Permit Specialist
94
Principal Landscape Architect
166
Drafter II
116
Construction Permit Specialist
99
Principal Project Manager
196
Senior Drafter
129
Senior Code Enforcement Officer
111
a
GIS Analyst I
134
Assistant Building. Inspector
111
Survey Analyst I
$116
GIS Analyst 11
152
Sr. Construction Permit SpecialYst'
116
Survey Analyst II
GIS Analyst III
166
Supervising Construction Permit
123
Calculator 1
134
Designer !
I34
Specialist
116
Building Inspector`
123
Calculator €1
129
Designer II
139
Supervisor Code Enforcement
134
Calculator III
140
Traffic Engineer I
18f]
Plans Examiner
134
Senior Survey Analyst
152
Traffic Engineer 11
196
Senior Building inspector
134
Supervisor -Survey & Mapping
168
Senior Designer 1
147
Senior Plans Examiner
147
Principal Project Manager
195
Senior Designer II
154
Supervising Building Inspector
147
Assistant Engineer I
106
Inspector of Record
161
Community Development
Assistant Engineer II
127
Deputy Building Official
161
Technician
S99
Assistant Engineer 111
133
Plan Check Engineer
161
Planning Technician
99
Assistant Engineer IV
138
BulIdIng Offlcial
166
Assistant Comm unityDevelop ment
Associate Engineer 1
140
Supervising Plan Check Engineer
166
Planner
123
Assodate Engineer II
148
Principal Project Manager
198
Assistant Planner
123
Associate Engineer III
155
Deputy Director
206
Assoclate Community Development
Design Manager
157
Director
209
Planner
134
Senior Design Manager
163MANAGEMENT
Associate Planner
134
Senior Engineer 1
158
Labor Compliance Specialist
$111
Senior Community Development
Planner
152
Senior Engineer II
161
Labor Compliance Manager
139
Senior Planner
152
Senior Engineer III
164
Utility Coordinator
147
Principal Community Development
Senior Engineer IV
177
Assistant Construction Manager
139
Planner
166
Supervising Engineer
182
Construction Manager
163
Principal Planner
166
Project Manager 1
144
Senior Construction Manager
168
Planning Manager
184
Project Manager i1
164
Project Manager IV
196
Deputy Director
206
Project Manager 111
179
Deputy Director
205
Director
209
Project Manager IV
196
Director
209
Program Manager201
1 INSPECTI ON
Administrative Assistant €
$73
City Engineer 1
196
public Worsts Observer 1'
$86
Administrative Assistant IY
88
City Engineer II
2D6
Public Works Observer 11•
95
Administrative Assistarit 111
103
Principal Project Manager
195
Senior Public Works Observer P
103
Project Accountant 1
83
Deputy Director
2115
Senior Public. Works Observer 1[•
114
Project Accountant 11
97
Director
209
Senior Public Works Observer 1110
124
project Controller 1
103
PrinelloW Engineer
227
Senior Public Works Observer IV'
131
Project Controller 11
Senior Public Works Observer V•
139
116
' IQ/hwr for Prevailing Wage Project
Maeage reimbursement will be charged at the current Federal guideline rate at the time of Wing. Vehicleswill be charged at a monthlyrateof 509.
Addltlmal billing dasarilcatiom may, be added to the above listing during the year as new pmItlons are created. Consultation In connection with litigation and court appearances wig
be quilted separately- The above schedule is fpr Might time. Overtime wdl be charged at 1.5 times, and Sundays and holidays, 2.9 times the standard rates. aivaprinting,
reproduction, messenger services, and printing will be Imroired at cost plus fifteen percent (15th). A sub consultant management fee or fifteen pertent 115%Y will be added to the
direct cast of all sub consultant services to provide for the Cast of edministrat1w, comsultatkn and coordination- Valid July 1, 2017 thry June M0. 2+18; thereafter, the rates may be
raised once par year to the value between the change of the consumer Prioe Index for the Los Angeles/Orange r wmv/Sapamcnto{San Francisco/San Jose area and five percent.
01203.0006/446950.1
C-1
A-30
II. The City will compensate Consultant for the Services performed upon submission of
a valid invoice describing the work performed and the number of hours worked.
III. The total compensation for the Services shall not exceed $70,000 as provided in
Section 2.1 of this Agreement.
01203.0006/446950.1
C-2
A-31
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with timelines, deadlines,
and project schedules, as directed by City Staff. In the event that Consultant's work
is subject to external deadlines — whether state, Federal, or otherwise — Consultant
shall complete such work in a timely manner so as to ensure that such deadlines will
be met, including allowing time for review of such work by other parties, as
necessary.
II. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
01203.0006/446950.1
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A-32