HomeMy WebLinkAboutContract 1309-2 AGREEMENT FOR DESIGN PROFESSIONAL SERVICES
This Agreement is made and entered into as of the 12th day of February, 2014, by and
between the City of Cathedral City, a municipal corporation ("City") and MSA Consulting, Inc., a
California Corporation, ("Design Professional"):
RECITALS
A. Design Professional is specially trained,experienced and competent to perform the
special services which will be required by this Agreement; and
B. Design Professional possesses the skill,experience,ability,background,certification
and knowledge to provide the services described in this Agreement on the terms and conditions
described herein.
C. City desires to retain Design Professional to render Annual As-Needed professional
services as set forth in this Agreement.
AGREEMENT
SERVICES OF CONSULTANT
1. Scope of Services; Extra Work.
A. Design Professional shall furnish the services described in the Scope of
Services, attached hereto as Exhibit "B" and incorporated herein by this reference. Design
Professional shall provide said services at the time, place,and in the manner specified in the Scope
of Services.
B. At any time during the term of this Agreement, City may request that Design
Professional perform Extra Work. As used herein, Extra Work means any work that is determined
by City to be necessary for the proper completion of the services, but which the parties did not
reasonably anticipate would be necessary at the execution of this Agreement. Design Professional
shall not perform, nor be compensated for, Extra Work without written authorization from City.
Design Professional shall perform the Extra Work in the manner specified in the Scope of Services.
2. Familiarity with Work.
A. Design Professional warrants that it has thoroughly investigated and
considered the scope of services has carefully considered how the services should be performed
and fully understands the facilities,difficulties and restrictions attending performance of the services
under this Agreement.
B. If the services involve work upon any site, Design Professional warrants that it
has, or will, investigate the site and is or will be fully acquainted with the existing conditions,prior to
commencement of services hereunder. Should the Design Professional discover any latent or
Page 1
Design Professional Services Agreement
unknown conditions that may materially affect the performance of the services hereunder, it shall
immediately inform the City of such fact and shall not proceed without written instructions from the
City except at its own risk.
3. Standard of Care. Services shall be performed by Design Professional in
accordance with generally accepted professional practices and principles and in a manner
consistent with the level of care and skill ordinarily exercised under similar conditions by members of
Design Professional's profession currently practicing in California. By delivery of completed work,
Design Professional certifies that the work conforms to the requirements of this contract and all
applicable federal, state and local laws and the professional standard of care in California. Design
Professional shall perform such services and duties in conformance to and consistent with that
degree of care and skill consistent with the generally accepted professional standards prevailing at
the time the work is performed. In addition, Design Professional represents that its work product
does not infringe on any other copyrighted work. If Design Professional's work does infringe on any
other copyrighted work, this constitutes willful misconduct under this Agreement.
4. Independent Evaluation. Design Professional is responsible for making an
independent evaluation and judgment of all conditions affecting performance of the work,including
without limitation site conditions, existing facilities,seismic,geologic,soils, hydrologic,geographic,
climatic conditions, applicable federal, state and local laws and regulations, and all other
contingencies or design considerations. Data calculations, opinions, reports, investigations, and
other similar information provided by the City relating to site, local or other conditions is not
warranted or guaranteed, either expressly or impliedly, by the City.
5. Licenses.
A. Design Professional represents and warrants to City that it has all licenses,
permits, qualifications, insurance and approvals of whatsoever nature, which is legally required to
practice its profession as well as perform the services as set forth herein.
B. Design Professional represents and warrants to City that it shall, at its sole
cost and expense, keep in effect or obtain at all times during the term of this Agreement, any
licenses, permits, insurance and approvals which are legally required of Design Professional to
practice its profession.
C. Design Professional shall maintain a valid City business license.
6. Special Requirements. Additional terms and conditions of this Agreement,if any,which are
made part hereof are set forth in the Special Requirements, attached hereto as Exhibit "A" and
incorporated herein by this reference. In the event of a conflict between the provisions of the
Special Requirements and any other provisions of this agreement,the Special Requirements shall
govern.
COMPENSATION
7. Contract Sum. Compensation to be paid to Design Professional shall be in
accordance with the Schedule of Charges set forth in Exhibit "C", which is attached hereto and
Page 2
Design Professional Services Agreement
incorporated herein by reference. No work or payment will be made by the City for future phases
without the prior written approval of the City.
8. Payment.
A. Design Professional shall submit monthly billings to City describing the work
performed during the preceding month. Design Professional's bills shall include a brief description
of the services performed,the date the services were performed,the number of hours spent and by
whom, and a description of any reimbursable expenditures.
B. City shall pay Design Professional no later than 30 days after approval of the
monthly invoice by City staff.
PERFORMANCE SCHEDULE
9. Time of Performance.
The Design Professional shall perform those services set forth in the Scope of Services pursuant to
the "Performance Schedule" negotiated for each task order, and incorporated herein by this
reference as though set forth at length.
10. Time of Essence. Time is of the essence in the performance of this Agreement.
COORDINATION OF WORK
11. Independent Design Professional. Neither the City nor any of its employees shall
have any control over the manner, mode or means by which Design Professional, 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 Design Professional's
employees,servants, representatives or agents,or in fixing their number,compensation or hours of
service. It is understood that Design Professional, in the performance of the work and services
agreed to be performed, shall act as and be an independent consultant and shall not act as an
agent or employee of the City. Design Professional shall obtain no rights to retirement benefits that
accrue to City's employees, and it hereby expressly waives any claim it may have to any such rights.
12. Conflicts of Interest.
A. Design Professional (including principals, associates and professional
employees) covenants and represents that it does not now have any investment or interest in real
property and shall not acquire any interest,direct or indirect, in the area covered by this Agreement
or any other source of income, interest in real property or investment which would be affected in any
manner or degree by the performance of Design Professional's services hereunder. Design
Professional further covenants and represents that in the performance of its duties hereunder no
person having any such interest shall perform any services under this Agreement.
B. The City has determined that Design Professional is not a designated
Page 3
Design Professional Services Agreement
employee within the meaning of the Political Reform Act.
13. Assignment and Subcontracting. The parties recognize that a substantial
inducement to City for entering into this Agreement is the professional reputation, experience and
competence of Design Professional. Assignments of any or all rights, duties or obligations of the
Design Professional under this Agreement will be permitted only with the express consent of the
City. Design Professional shall not subcontract any portion of the work to be performed under this
Agreement without the written authorization of the City. If City consents to such subcontract,Design
Professional shall be fully responsible to City for all acts or omissions of the subcontractor. Nothing
in this Agreement shall create any contractual relationship between City and subcontractor nor shall
it create any obligation on the part of the City to pay or to see to the payment of any monies due to
any such subcontractor other than as otherwise required by law.
RECORDS AND REPORTS
14. Ownership of Documents. All plans,studies,documents and other writings prepared
by and for Design Professional,its officers,employees and agents and subcontractors in the course
of implementing this Agreement, except working notes and internal documents, shall become the
property of the City upon payment to Design Professional for such work,and the City shall have the
sole right to use such materials in its discretion without further compensation to Design Professional
or to any other party. Design Professional shall, at their expense, provide such reports, plans,
studies, documents and other writings to City upon written request.
15. Licensing of Intellectual Property.
A. This Agreement creates a nonexclusive and perpetual license for City to copy,
use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression,including but not limited to,physical drawings
or data magnetically or otherwise recorded on computer diskettes,which are prepared or caused to
be prepared by Design Professional under this Agreement ("Documents and Data").
B. Design Professional shall require all subcontractors to agree in writing that
City is granted a nonexclusive and perpetual license for any Documents and Data the subcontractor
prepares under this Agreement.
C. Design Professional represents and warrants that it has the legal right to
license any and all Documents and Data it provides to the City under this Agreement.
16. Confidentiality. All ideas, memoranda,specifications,plans,procedures,drawings,
descriptions,computer program data, input record data,written information, and other Documents
and Data either created by or provided to Design Professional in connection with the performance of
this Agreement shall be held confidential by Design Professional. Design Professional shall not,
without the prior written consent of City, use such materials for any purposes other than the
performance of the services under this Agreement nor shall such materials be disclosed to any
person or entity not connected with the performance of the services under this Agreement. Design
Page 4
Design Professional Services Agreement
Professional shall not use the City's name or insignia, photographs relating to project for which
Design Professional's services are rendered,or any publicity pertaining to the Design Professional's
services under this Agreement in any magazine, trade paper, newspaper, television or radio
production or other similar medium without the prior written consent of City.
17. Books and Records.
A. Design Professional shall maintain any and all ledgers, books of account,
invoices, vouchers, canceled checks, and other records or documents evidencing or relating to
charges for services, or expenditures and disbursements charged to City for a minimum period of
three (3) years, or for any longer period required by law, from the date of final payment to Design
Professional to this Agreement.
B. Design Professional shall maintain all documents and records which
demonstrate performance under this Agreement for a minimum period of three(3)years,or for any
longer period required by law, from the date of termination or completion of this Agreement.
C. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Manager, City Attorney, City Auditor or a designated
representative of these officers. Copies of such documents shall be provided to the City for
inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually
agreed upon,the records shall be available at Design Professional's address indicated for receipt of
notices in this Agreement.
D. Where City has reason to believe that such records or documents may be lost
or discarded due to dissolution,disbandment or termination of Design Professional's business,City
may, by written request by any of the above-named officers, require that custody of the records be
given to the City and that the records and documents be maintained in City Hall. Access to such
records and documents shall be granted to any party authorized by Design Professional, Design
Professional's representatives, or Design Professional's successor-in-interest.
INSURANCES
18. Insurance Requirements.
A. Policies. Design Professional,at its own cost and expense,shall procure and
maintain, for the duration of the contract, the following insurance policies.
1. Workers Compensation Coverage. Design Professional shall
maintain Workers Compensation Insurance and Employer's Liability Insurance for his/her
employees in accordance with the laws of the State of California. In addition, Design Professional
shall require each subcontractor to similarly maintain Workers Compensation Insurance and
Employer's Liability Insurance in accordance with the laws of the State of California for all of the
subcontractor's employees. Any notice of cancellation or non-renewal of all Workers Compensation
policies must be received by the City at least thirty(30)days prior to such change. The insurer shall
Page 5
Design Professional Services Agreement
agree to waive all rights of subrogation against City, its officers,agents, employees and volunteers
for losses arising from work performed by Design Professional for City. This provision shall not
apply if Design Professional has no employees performing work under this Agreement. If the
Design Professional has no employees for the purposes of this Agreement, Design Professional
shall sign the Certificate of Exemption from Workers Compensation Insurance attached hereto as
Exhibit "E", and incorporated herein by reference.
2. General Liability Coverage. Design Professional shall maintain
commercial general liability insurance in an amount not less than one million dollars ($1,000,000)
per occurrence for bodily injury, personal injury and property damage. If a commercial general
liability insurance form or other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed under this Agreement or the
general aggregate limit shall be at least twice the required occurrence limit.
3. Automobile Liability Coverage. Design Professional shall maintain
automobile liability insurance covering bodily injury and property damage for all activities of the
Design Professional arising out of or in connection with the work to be performed under this
Agreement, including coverage for owned, hired and non-owned vehicles, in an amount of not less
than one million dollars ($1,000,000) combined single limit for each occurrence.
4. Professional Liability Coverage. Design Professional shall maintain
professional errors and omissions liability insurance for protection against claims alleging negligent
acts, errors or omissions which may arise from Design Professional's operations under this
Agreement, whether such operations by the Design Professional or by its employees,
subcontractors,or sub consultants. The amount of this insurance shall not be less than one million
dollars ($1,000,000) per occurrence.
B. Endorsements. Each general liability and automobile liability insurance policy
shall be with insurers possessing a Best's rating of no less than A:VII and shall be endorsed with the
following specific language:
1. The City,its elected or appointed officers,officials,employees,agents
and volunteers are to be covered as additional insured's with respect to liability arising out of work
performed by or on behalf of the Design Professional, including materials, parts or equipment
furnished in connection with such work or operations.
2. This policy shall be considered primary insurance as respects the City,
its elected or appointed officers, officials, employees, agents and volunteers. Any insurance
maintained by the City, including any self-insured retention the City may have shall be considered
excess insurance only and shall not contribute with it.
3. This insurance shall act for each insured and additional insured as
though a separate policy had been written for each, except with respect to the limits of liability of the
insuring company.
4. The insurer waives all rights of subrogation against the City,its elected
Page 6
Design Professional Services Agreement
or appointed officers, officials, employees or agents.
5. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the City,its elected or appointed officers,officials,employees,agents or
volunteers.
6. The insurance provided by this policy shall not be suspended,voided,
canceled, or reduced in coverage or in limits except after thirty (30) days written notice has been
received by the City.
C. Deductibles and Self-Insured Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the City. At the City's option, Design Professional
shall demonstrate financial capability for payment of such deductibles or self-insured retentions.
D. Certificates of Insurance. Design Professional shall provide certificates of
insurance with original endorsements to City as evidence of the insurance coverage required herein.
Certificates of such insurance shall be filed with the City on or before commencement of
performance of this Agreement. Current certification of insurance shall be kept on file with the City
at all times during the term of this Agreement.
19. Indemnity. To the fullest extent permitted by law, the Design Professional shall
indemnify,defend(with independent counsel approved by the City)and hold harmless the City,and
its directors, officers, and employees from and against all liabilities (including without limitation all
claims, losses, damages, penalties, fines and judgments, associated investigation and
administrative expenses, and defense costs, including but not limited to reasonable attorneys'fees,
court costs and costs of alternative dispute resolution) regardless of nature or type that arise out of,
pertain to, or relate to the negligence, reckless, or willful misconduct of the Design Professional or
the acts or omissions of an employee, agent or subcontractor of the Design Professional. The
provisions of this paragraph survive completion of the services or the termination of this contract.
The provisions of this section are not limited by the provisions of section 18 relating to insurance.
ENFORCEMENT OF AGREEMENT
20. Entire Agreement. This Agreement constitutes the complete and exclusive statement
of Agreement between the City and Design Professional. All prior written and oral communications,
including correspondence,drafts, memoranda,and representations,are superseded in total by this
Agreement.
21. Waiver. Waiver of a breach or default under this Agreement shall not constitute a
continuing waiver of a subsequent breach of the same or any other provisions under this
Agreement. Payment by City under this Agreement shall not be deemed a waiver of defects,even if
such defects were known to the City at the time of payment.
22. Rights and Remedies. Except with respect to rights and remedies expressly declared
to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the
exercise by either party of one or more of such rights or remedies shall not preclude the exercise by
Page 7
Design Professional Services Agreement
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.
23. Controlling Law Venue. The laws of the State of California shall govern this
Agreement and all matters relating to it and any action brought relating to this Agreement shall be
held exclusively in a state court in the County of Riverside.
24. Litigation Expenses and Attorneys Fees. If either party to this Agreement
commences any legal action against the other party arising out of this Agreement, the prevailing
party shall be entitled to recover its reasonable litigation expenses, including court costs, expert
witness fees, discovery expenses, and attorneys fees.
25. Execution. This Agreement may be executed in several counterparts,each of which
shall constitute one and the same instrument and shall become binding upon the parties when at
least one copy hereof shall have been signed by both parties hereto. In approving this Agreement,it
shall not be necessary to produce or account for more than one such counterpart.
26. Authority to Enter Agreement. Design Professional has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each party
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and to bind each respective party.
27. Termination. City may terminate this Agreement immediately for cause. City may
terminate this Agreement without cause upon fifteen days written notice of termination. Upon
termination, Design Professional shall be entitled to compensation for services performed up to the
effective date of termination.
MISCELLANEOUS
28. Notices. Any notice required to be given under this Agreement shall be in writing and
either served personally or sent prepaid,first class mail. Any such notice shall be addressed to the
other party at the address set forth below. Notice shall be deemed communicated within 48 hours
from the time of mailing if mailed as provided in this section.
If to City: City Manager
City of Cathedral City
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
If to Consultant: Robert S. Smith, President
MSA Consulting, Inc.
34200 Bob Hope Drive
Rancho Mirage, CA 92270
29. Amendments. This Agreement may be modified or amended only by a written
document executed by both Design Professional and City and approved as to form by the City
Page 8
Design Professional Services Agreement
Attorney.
30. Severability. If any term or portion of this Agreement is held to be invalid, illegal,or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this
Agreement shall continue in full force and effect.
31. 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.
CITY OFFICERS AND EMPLOYEES
32. Non-liability of City Officers and Employees. No officer or employee of the City shall
be personally liable to the Design Professional, 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 Design Professional
or to its successor, or for breach of any obligation of the terms of this Agreement.
33. Prohibited Interests. Design Professional maintains and warrants that it has not
employed nor retained any company or person,other than a bona fide employee working solely for
Design Professional,to solicit or secure this Agreement. Further, Design Professional warrants that
it has not paid nor has it agreed to pay any company or person, other than a bona fide employee
working solely for Design Professional, any fee, commission, percentage, brokerage fee, gift or
other consideration contingent upon or resulting from the award or making of this Agreement.
34. Equal Opportunity Employment. Design professional represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor,employee or applicant
for employment because of sex, marital status, race,color,religion,ancestry,natural origin,physical
handicap,sexual orientation or domestic partnership status. Such nondiscrimination shall include,
but not be limited to, all activities related to initial employment upgrading, demotion, transfer,
recruitment or recruitment advertising, layoff or termination.
35. Period of Performance. The period of performance for each specific project shall be in
accordance with the Task Order for that project. If work on a Task Order is in progress on the
expiration date of this contract,the terms of the contract may be extended by contract amendment.
36. Allowable Costs and Payments.
A.The method of payment for this contract shall be based on the amount negotiated and agreed to
for each Task Order.The total price paid the Design Professional shall include compensation for all
work and deliverables, including travel and equipment described in Exhibit"B,"Scope of Services of
the original contract agreement. No additional compensation shall be paid to the Design
Professional, unless there is a change in the scope of the work or the scope of the project. In the
instance of a change in the scope of work or scope of the project, adjustment to the agreed upon
compensation will be negotiated between the Design Professional and the City. Adjustment in the
compensation will not be effective until authorized by contract amendment and approved by the City.
Page 9
Design Professional Services Agreement
B. Progress payments may be made monthly in arrears based on the work completed by the Design
Professional. If Design Professional fails to submit the required deliverable items according to the
schedule set forth in the Scope of Services, the City shall have the right to delay payment and/or
terminate this Agreement in accordance with the provisions of Agreement Paragraph 27,
"Termination."
C.The Design Professional shall not commence performance of work or services until this contract
has been approved by the City and notification to proceed has been issued by the City's Contract
Manager. No payment will be made prior to approval of any work,or for any work performed prior to
approval of this contract.
D. The Design Professional will be reimbursed, as promptly as fiscal procedures will permit, upon
receipt by the City's Contract Manager of itemized invoices.Invoices shall be submitted no later than
Forty Five (45) calendar days after the performance of work for which the Design Professional is
billing. Invoices shall detail the work performed on each milestone, on each project as applicable.
Invoices shall follow the format stipulated for the Cost Proposal and shall reference this contract
number and project title. Final invoice shall contain the final cost and all credits due the City that
include any equipment purchased under the provisions of Paragraph 40,"Equipment Purchase"of
this contract. The final invoice shall be submitted within Sixty(60)calendar days after completion of
the Design Professional's work. Invoices shall be mailed to the City's Contract Manager at the
following address:
City of Cathedral City
Contract Manager/City Engineer: Bill Simons, P.E.
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
37. Cost Principles.
A. The Design Professional agrees that the Contract Cost Principles and Procedures, 48 CFR,
Federal Acquisition Regulations System,Chapter 1, Part 31.000 et seq.,shall be used to determine
the allowability of cost individual items.
B. The Design Professional also agrees to comply with federal procedures in accordance with 49
CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to
State and Local Governments.
C. Any costs for which payment has been made to Design Professional that are determined by
subsequent audit to be unallowable under 48 CFR, Federal Acquisition Regulations System,
Chapter 1, Part 31.000 et seq., are subject to repayment by Design Professional to the City.
38. Retention of Records/Audit. For the purpose of determining compliance with Public
Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section
2500 et seq., when applicable and other matters connected with the performance of the contract
pursuant to Government Code 8546.7;the Design Professional, subcontractors, and the City shall
Page 10
Design Professional Services Agreement
maintain all books, documents, papers, accounting records, and other evidence pertaining to the
performance of the contract, including but not limited to,the costs of administering the contract. All
parties shall make such materials available at their respective offices at all reasonable times during
the contract period and for three years from the date of final payment under the contract. The State,
the State Auditor,City, FHWA,or any duly authorized representative of the federal government shall
have access to any books, records,and documents of the Design Professional that are pertinent to
the contract for audit, examinations, excerpts, and transactions, and copies thereof shall be
furnished if requested. Subcontracts in excess of$25,000 shall contain this provision.
39. Subcontracting.
A.The Design Professional shall perform the work contemplated with resources available within its
own organization;and no portion of the work pertinent to this contract shall be subcontracted without
written authorization by the City's Contract Manager, except that,which is expressly identified in the
approved Cost Proposal.
B.Any subcontract in excess of$25,000 entered into as a result of this contract,shall contain all the
provisions stipulated in this contract to be applicable to subcontractors.
C. Any substitution of subconcontractors shall be approved in writing by the City's Contract
Manager.
40. Equipment Purchase.
A. Prior authorization in writing,by the City's Contract Manager shall be required before the Design
Professional enters into any unbudgeted purchase order, or subcontract exceeding $5,000 for
supplies, equipment, or Design Professional services. The Design Professional shall provide an
evaluation of the necessity or desirability of incurring such costs.
B. For purchase of any item, service or consulting work not covered in the Design Professional's
Cost Proposal and exceeding $5,000 prior authorization by the City's Contract Manager; based on
three competitive quotations shall be submitted with the request, or in the absence of bidding must
be adequately justified.
C. Any equipment purchased as a result of this contract is subject to the following: "The Design
Professional shall maintain an inventory of all nonexpendable property. Nonexpendable property is
defined as having a useful life of at least two years and an acquisition cost of$5,000 or more. If the
purchased equipment needs replacement and is sold or traded in, the City shall receive a proper
refund or credit at the conclusion of the contract, or if the contract is terminated, the Design
Professional may either keep the equipment and credit the City in an amount equal to its fair market
value, or sell such equipment at the best price obtainable at a public or private sale, in accordance
with established City procedures; and credit the City in an amount equal to the sales price. If the
Design Professional elects to keep the equipment, fair market value shall be determined at the
Design Professional's expense, on the basis of a competent independent appraisal of such
equipment. Appraisals shall be obtained from an appraiser mutually agreeable to the City and the
Design Professional. If it is determined to sell the equipment,the terms and conditions of such sale
must be approved in advance by the City."
D. All subcontracts in excess $25,000 shall contain the above provisions.
Page 11
Design Professional Services Agreement
41. Confidentiality of Data.
A. All financial, statistical, personal, technical, or other data and information relative to the City's
operations, which are designated confidential by the City and made available to the Design
Professional in order to carry out this contract, shall be protected by the Design Professional from
unauthorized use and disclosure.
B. Permission to disclose information on one occasion,or public hearing held by the City relating to
the contract, shall not authorize the Design Professional to further disclose such information, or
disseminate the same on any other occasion.
C. The Design Professional shall not comment publicly to the press or any other media regarding
the contract or the City's actions on the same, except to the City's staff, Design Professional's own
personnel involved in the performance of this contract, at public hearings or in response to
questions from a Legislative committee.
D.The Design Professional shall not issue any news release or public relations item of any nature,
whatsoever, regarding work performed or to be performed under this contract without prior review of
the contents thereof by the City, and receipt of the City's written permission.
E. Any subcontract entered into as a result of this contract shall contain all of the provisions of this
Article.
F. All information related to the construction estimate is confidential, and shall not be disclosed by
the Design Professional to any entity other than the City.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
Page 12
Design Professional Services Agreement
IN WITNESS WHEREOF,the parties have caused this Agreement to be executed on the date first
written above.
CITY OF CATHEDRAL CITY CONSULTANT
i J
_ /—A ,
Rodr ck J. Wood 'erim City ager Robert S. Smith, President
ATTES :
1 `
�4 _ .` .
i lerk
APPROVED AS TO FORM:
Charles R. Green, City Attorney
Page 13
Design Professional Services Agreement
EXHIBIT A
SPECIAL REQUIREMENTS
NONE
Page 14
Design Professional Services Agreement
EXHIBIT"B"
SCOPE OF SERVICES
See attached
Page 15
Design Professional Services Agreement
MSA CONSULTING, INC.
PLANNING•CIVIL ENGINEERING•LAND SURVEYING
January 21, 2014
Mr. Bill Simons, P.E.
City Engineer
CITY OF CATHEDRAL CITY
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
Re: Request for Revised Letter Proposal — City Project Number 8668
Date Palm Drive Extension
Dear Mr. Simons:
MSA Consulting, Inc. (MSA) is pleased to submit this revised proposal for Professional
Design Services to prepare plans, specifications and estimates (PS&E) for the widening
of Date Palm Drive north of Interstate 10 to Varner Road. Our revised proposal is based
upon the original RFP, the pre-proposal meeting held on December 4t", site visits,
request for optional services, and our understanding of the project requirements.
BACKGROUND AND PROJECT UNDERSTANDING
The project consists of the widening of Date Palm Drive from two to six lanes between
Interstate 10 and Varner Road. A Google aerial map with the 3,600 I.f. project
alignment, along with the proposed cross-section showing the ultimate and Phase 1
improvements within the existing 110 ft. right-of-way, have been prepared by the City
and are the basis for the design proposal.
Funding for the project is a combination of CVAG (75%) and HUD CDBG (25%) grants.
We have identified the unique project features/components as follows:
- The mission is to design to the ultimate road width; however, the Phase 1
PS&E are to encompass only two 12 ft. lanes plus the bike path and native
median;
- The existing A.C. is to be pulverized and used to create base material for the
new roadway section; the expected structural section will likely be 5 and 'h
inches of A.C. over 6 and 'h inches of A.B. using a T.I. of 9; soils testing for R
values and coring of existing A.C. are included in our scope of services;
- Three high pressure gas mains exist within the project area and need to be
properly managed during design and construction, primarily at the Long
Canyon box culvert crossing;
34200 BOB HOPE DRIVE • RANCH() MIRAGE • CALIFORNIA • 92270
760-120-9R11 • 760-323-789; Fax ■ wwwr MSACnNsrIl Tlunlur /cm
Mr. Bill Simons, P.E.
January 21, 2014
Page 2
- An evaluation is to be made concerning the existing box culvert to determine
if it is to stay or be replaced; bridge funds do not exist so the intent of the City
is to attempt to maximize capacity of the box culvert arrangement even
though the CVWD designated 100-year Q will greatly exceed it;
- A CEQA Mitigated Negative Declaration (MND) is anticipated; special studies
will include a biological study and an archeological study for the project site;
- Signal warrant analyses will be performed for three locations.
SCOPE OF PROPOSED SERVICES
MSA proposes to perform the following tasks if selected by the City of Cathedral City for
this assignment:
Project Orientation
a. MSA will begin the project with a kickoff meeting with City staff to discuss
project objectives, design, schedule and expectations.
b. Establish communication, chain of command, contacts and protocol.
c. Collect and review applicable plans, specifications, reports and other
information provided by the City.
II. Design Survey and Topographic Mapping
a. Research record documents. Perform field alignment survey locating
survey monuments and bench marks. Compile survey base from found
monuments supplemented with record document data along route. Survey
base will be provided in State Plane Coordinates, NAD83, with NAD88
Vertical Datum using Cathedral City bench marks.
b. Set aerial targets. Provide 40 scale aerial mapping with one foot contours.
c. Perform field cross sections, including visible utility locations, along the
Date Palm alignment from RAN to RAW.
Deliverables:
• Autocad file with survey data overlaid with aerial mapping and survey
cross section data, suitable for design use.
III. Utility Research and Coordination
a. Perform utility research; make contact with all public utility agencies and
secure existing facility maps.
b. Prepare an existing utility base plan in AutoCAD format.
c. Perform site visit and field verify planimetrics and aboveground utilities.
d. Establish contact with all local utility purveyors and research possible
relocation requirements to accommodate ultimate street improvements.
Includes SCE Transmission and Distribution Lines, High Pressure Gas
Main and buried Telephone lines.
e. Prepare a written report addressing potential existing utility conflicts and
possible resolutions. Excludes utility relocation coordination.
34200 BOB HOPE DRIVE • RANCHO MIRAGE • CALIFORNIA • 92270
7(1t_272_7RQZ c WWII MC A(' .c,', TT' ( Iur nne
Mr. Bill Simons, P.E.
January 21, 2014
Page 3
f. Assist with resolution of potential conflict with box culvert crossing.
Deliverables:
• Existing Facility Maps
• Existing Utility Base Plan in AutoCAD format
• Written Utility Report
IV. Soils and Geotechnical Services
a. Core the existing street section along Date Palm Drive at a total of 4
locations to measure the existing asphalt thickness, base thickness and
observe the condition of the street subgrade. The street cores will be
capped with temporary asphalt cold patch.
b. Core the existing concrete box culvert near Varner Road at 2 to 3
locations.
c. Obtain four bulk soil samples along the shoulder of Date Palm Drive for
laboratory testing.
d. Perform laboratory testing for R-value (4 tests) and concrete core
compression (2 to 3 tests).
e. Preparation of a summary report presenting the results of our field data
and providing pavement design recommendations.
Deliverables:
• Geotechnical Summary Report
V. CEQA Compliance
a. Perform a CEQA-level biological survey and provide an impact analysis
report based upon the 600-foot wide corridor of the project site to meet the
state burrowing owl survey requirements.
b. Optional. Perform applicable records research and field survey to produce
an archaeological study for the identification of historical and
archaeological resources.
c. Formulate a final project description for the proposed improvements that
will be the basis of the Initial Study, Mitigated Negative Declaration and for
initiation and preparation of Special Studies.
d. Conduct Preliminary Initial Study analysis in compliance with the California
Environmental Quality ACT (CEQA) and City guidelines to determine
topics of focus.
e. Provide Weekly Status Reports to Client/City.
f. Analyze the environmental impacts of the proposed project for those
topics of focus identified previously.
g. Compile tasks above into Screen check Initial Study, along with analysis
of topical issues required by CEQA.
h. Submit Screen check Initial Study to Client/City for review.
i. Following City review, an Initial Study and Notice to adopt a Mitigated
Negative Declaration will be prepared.
34200 BOB HOPE DRIVE I RANCH() MIRAGE • CALIFORNIA • 92270
7I11_2')(1_AR11 a 7611_171-7RA1 Fax ■ wkkww MCACnnrciTI T!Nc;1NC Cnn-�
Mr. Bill Simons, P.E.
January 21, 2014
Page 4
j. Assist the City as needed in document copies and submittal IS and Notice
to Availability and Notice to Adopt a MND to the State Clearinghouse (if
determined appropriate) and County Clerk for public review.
k. Respond to any City, Agency or public comments.
I. At the close of public circulation, review all comments.
m. Formulate response to comments, document and submit for review.
n. Incorporate response to comments as appendix in the Final MND for City
Council approval.
o. Prepare Mitigation Monitoring Program for City Council approval.
p. Prepare Notice of Determination and forward to County Clerk.
q. Support the application through attendance at meetings and hearings as
necessary
r. Provide coordination with Special Studies subconsultants.
s. Provide assistance with packaging for the mailing and distribution of Initial
Study as needed.
Deliverables:
• Biological Survey and Impact Analysis Report
• Optional: Cultural/Historic Study
• Final Project Description
• Preliminary Initial Study Analysis
• Weekly Status Reports
• Screen Check Initial Study
• Initial Study
• Notice of Determination
• Mitigated Negative Declaration
• Mitigation Monitoring Program
VI. Plans, Specifications and Estimate
a. Develop a base map with proposed stationing which shows all existing
improvements, existing right-of-way, utilities, centerlines, proposed Phase
1 and ultimate curb, proposed median locations, and proposed striping.
b. Based on proposed street improvements and existing right-of-way, confirm
ultimate right-of-way needs are satisfied.
c. Submit to City for review and approval of horizontal roadway alignment
and right-of-way requirements.
d. Submit base map to all utility companies for review and comment; perform
follow-up with utilities as needed and provide all documentation of
correspondence to City.
e. Provide cross sections for design of the street improvements at 50'
intervals.
f. Develop plan and profile design of street improvements including profiles
of proposed ultimate curbs, Phase 1 edges and median curbs; the plans
shall be prepared at 1"=40' scale and cross-sections showing existing and
proposed elevations shall be provided.
34200 BOB HOPE DRIVE ■ RANCHO MIRAGE. • CM IFORNIA • 92270
76(1-170-9R1 1 r 76(1-171-7R91 PNY a www MCA['(Ncrn rnnn
Mr. Bill Simons, P.E.
January 21, 2014
Page 5
g. A Striping Plan shall be prepared in accordance with Caltrans and
MUTCD current standards.
h. Using City of Cathedral City template for Specifications, including HUD
provided requirements for General Conditions, develop a complete set of
project Bid Documents including Technical Specifications and Invitation to
Bidders for the Phase 1 improvements.
i. Based upon the improvement plans, develop quantities and prepare an
Engineer's Opinion of Probable Cost.
j. Submit PS&E to the City for plan check; make modifications as required
for final approval.
k. Attend project team meetings as required throughout the design phase
and provide technical project management.
Deliverables:
• Base Map
• Cross Sections
• Street Improvement Plans (Plan and Profile)
• Striping Plan
• Bid Documents
• Technical Specifications
• Invitation to Bidders
• Engineer's Opinion of Probable Cost
VII. Traffic Warrant Analyses
a. Perform traffic data collection. To include collection of 24-hour ADT counts
on major and minor streets for signal warrant analysis. Additionally,
accident data will be collected from the Statewide Integrated Traffic
Records System (SWITRS) database.
b. Perform Traffic Signal Warrant Analysis for the following three (3) existing
intersections per California MUTCD 2012 Edition, Section 4C.01:
• Varner Road and Date Palm Drive
• Varner Road and Edom Hill Road
• Vamer Road and Mountain View Road
c. Prepare a Technical Memorandum summarizing analysis and findings
from the Signal warrant analysis.
Deliverables:
• Traffic Data Collection
• Signal Warrant Analysis
• Technical Memorandum
VIII. Bid Phase Assistance
a. Assist the City Engineer with formal advertisement.
b. Assist the City Engineer with organizing and conducting a pre-bid
conference for prospective bidders.
c. Respond to bidder inquiries.
34200 BOB HOPE DRIVE • RANCHO MIRAGE • CALIFORNIA • 92270
76(1-17(1-9R1 1 ■ 76O-1-);-7X93 GA as Nxilk N% McACCWCIII TIUr:I\r r
Mr. Bill Simons, P.E.
January 21, 2014
Page 6
d. Issue addenda if required.
e. Review bid results and make recommendation for award.
OPTIONAL SERVICES
IX. Jurisdictional Delineation (JD)
a. Complete a delineation of aquatic (riparian) habitats, extending up to 100
meters beyond Date Palm Drive, to include:
1. Map indicating the latitudinal and longitudinal boundaries of the habitat.
2. List of plant species associated with the habitat.
3. Report of findings and recommended mitigation, if any.
4. Compile Biological and Hydrological Analyses for project.
5. Prepare exhibits, plans and narrative to submit to USACE. Conceptual
limits of improvements to be included.
6. Attend meetings and perform site visits with agencies to confirm
Jurisdictional Study.
Deliverables:
• JD Analysis/Report.
X. Applications — Channel Permitting Services
Depending on the construction activity required for the box culvert, prepare the
necessary permit packages for agency clearance of the project.
a. Complete Permit Application Forms and standard exhibits.
b. Utilization of proposed project files for identification, illustration and
calculations of temporary and permanent impacts to each agency to be
included in applications.
c. Utilization of proposed project files for identification, illustration and
calculations of existing hydrological conditions to be included in
applications.
Deliverables:
• Section 404 Permit/authorization with USAGE
• Section 401 Permit/authorization with RWQCB
• Section 1602 Permit/authorization with CDFW
Note: The permitting process will require the Cultural Analysis and review by
SHPO which would occur during CEQA Review. This is a necessary portion of
the Federal Permitting Process and it is highly recommended that this option is
authorized.
XI. Additional Box Culvert
a. Develop a base plan utilizing information acquired for existing and
proposed utilities/improvements.
b. Submit to City for review and approval of horizontal box culvert alignment.
34200 BOB HOPE DRIVE • RANCHO MIRAGE • CALIFORNI,\ ■ 92270
760-120-9811 ■ 760-373-7R93 c-AX • www MCACn'\crii •rrlr,1vr crwi
Mr. Bill Simons, P.E.
January 21, 2014
Page 7
c. Submit base map to all utility companies for review and comment; perform
follow-up with utilities as needed and provide all documentation of
correspondence to City.
d. Develop plan and profile design for the additional box culvert. The plans
shall be prepared at 1".40' scale with profiles showing existing and
proposed utilities.
e. Using City of Cathedral City template for Specifications, including HUD
provided requirements for General Conditions; develop Bid Documents
including Technical Specifications and Invitation to Bidders for the
Additional Box Culvert.
f. Based upon the improvement plans, develop quantities and prepare an
Engineer's Opinion of Probable Cost.
g. Submit PS&E to the City for plan check; make modifications as required
for final approval.
h. Attend project team meetings as required throughout the design phase
and provide technical project management.
EXCLUSIONS
The following items are specifically excluded from the scope of services presented
herein, either because they are tasks that are not required or because it is anticipated
they will be completed by others:
1. Hydrology analysis related to Long Canyon crossing and box culvert sizing.
Note: it has been determined that the CVWD projected flow of 10,000 cfs
cannot be accommodated without a major bridge structure.
2. Traffic control plan.
3. Stormwater Pollution Prevention Plan (SWPPP) or Water Quality
Management Plan.
4. Construction staking or construction administration services.
5. NEPA compliance or special studies for CEQA compliance other than those
listed.
6. Utility relocation plans and coordination, if required.
KEY PERSONNEL
Key personnel for the MSA team and their primary roles for the project are as follows:
Julian De La Torre, P.E. — Principal Engineer
- Senior Project Manager in responsible charge and primary contact for City of
Cathedral City
Michelle Witherspoon, LEED AP BD+C, CPESC, QSD, REPA— Director of
Environmental Services
34200 BOB HOPE DRIVE ■ RANCHO MIRAGE • CALIFORNIA • 92270
760-320-9811 ■ 760-323-7893 FAX ■ www.MSACONSIJI rING1NC.COM
Mr. Bill Simons, P.E.
January 21, 2014
Page 8
- Responsible for CEQA compliance process; managing subconsultant special
studies
Nikolas Boas, P.E. — Project Engineer
- Project Design Engineer performing the design of the street improvement
plans
Charles R. Harris, P.L.S. — Director of Surveying and Mapping
- Responsible for design survey, topographic mapping and right of way
engineering
Jack Fox — Director of Utility Services
- Responsible for utility research, coordination and managing dry utility
purveyor requirements
Tom Lynch — Construction Manager
- Responsible for preparation of technical specifications and Opinion of
Probable Cost
Arief Naftali, P.E. —Traffic Engineer (Psomas/subconsultant)
- Responsible for the Traffic Signal Warrant analyses
Alan Pace, PG/CEG — Geotechnical Engineer (Petra/subconsultant)
- Responsible for soils and geotechnical services
ANTICIPATED SCHEDULE OF COMPLETION
Task Estimated Start Estimated
Date Completion Date
I. Project Orientation February 13, 2014 February 21, 2014
II. Design Survey and Topographic February 17, 2014 April 2, 2014
Mapping
III. Utility Research and Coordination February 17, 2014 April 8, 2014
IV. Soils and Geotechnical Services February 17, 2014 April 2, 2014
V. CEQA Compliance March 7, 2014 June 16, 2014
VI. Complete and Submit Plans, March 30, 2014 June 28, 2014
Specifications and Estimates
VII. Traffic Warrant Analyses March 30, 2014 June 28, 2014
Agency Review/Plan Check June 26, 2014 September 28,
2014
VIII. Bid Phase Assistance August 31, 2014 October 17, 2014
OPTIONAL SERVICES
IX. Jurisdictional Delineation February 13, 2014 May 1, 2014
X. Applications — Channel May 1, 2014 May 1, 2015
Permitting (estimated)
Xl. Additional Box Culvert May 1, 2014 November 1, 2014
34200 BOB HOPE DRIVE ■ RANCHO MIRAGE ■ CALIFORNIA ■ 92270
760-320-9811 ■ 760-323-7893 FAX • www.MSACoNSULTINCINC.coM
EXHIBIT "C"
SCHEDULE OF CHARGES
This Agreement includes the optional Archeological Studies shown on the attached schedule of
charges. All other`optional" tasks must be authorized in writing by the City.
Page 16
Design Professional Services Agreement
MSA. CONSULTING, INC. -
PI.ANN1NG•CIVIL I:NGINI I.HINc;'LAND SI H,1-N1 r;
January 21, 2014
Mr. Bill Simons, P.E.
City Engineer
CITY OF CATHEDRAL CITY
68-700 Avenida Lab Guerrero
Cathedral City, CA 92234
Re: Request for Revised Cost Proposal — City Project Number 8668
Date Palm Drive Extension
Dear Mr. Simons:
MSA Consulting, Inc. (MSA) is pleased to submit this revised cost proposal for
Professional Design Services to prepare plans, specifications and estimates (PS&E) for
the widening of Date Palm Drive north of Interstate 10 to Varner Road. Our proposal is
based upon your RFP, the pre-proposal meeting held on December 4th, site visits and
our understanding of the project requirements.
The Professional Design Services as numerated in the Letter Proposal provided shall
be performed for the following fees:
Scope
4.
a-c. Kickoff Meeting/Protocol/Collect Documents $2,200
Subtotal $2,200
a. Research; Field Survey; Base Plan $4,200
b. Aerial Targets; Aerial Mapping $7,600
c. Cross Sections; Visible Utility Locations $6,600
Subtotal $18,400
;4200 13OIt 1 1()0 1 D. k l\'I k \V t'I I M IR \i,I (, ■ II'OI:NI\ 02270
Mr. Bill Simons, P.E.
December 19, 2013 January 21. 2014
Page 2
a. Utility Research $500
b. Utility Base Plan $1,200
c. Site Visit; Aboveground Utilities Field Verification.. $400
d. Research Relocation Requirements $1,500
e. Utility Report $500
f. Box Culvert Conflict Resolution Assistance $1,000
Subtotal $5,100
= tlr and -= t • {..
a-c. Street Section/Box Culvert Coring;Sampling $3,200
d. Laboratory Testing $1,800
e. Summary Report $1,400
Subtotal $6,400
a. Biological Survey/Impact Analysis $2,900
b. Optional: Archaeological Study $5,600
c-j;s. Draft Initial Study $13,000
k-m. Response to Comments $2,000
n-p. MND, MMP, NOD $1,800
q. Meetings/Hearings, as necessary $2,000
r. Subconsultant Coordination $2,000
Subtotal $23,700 plus $5,600 Optional
r; rr rt ry, r ';1`/ r rrr< rt, t. z"� �
a-d. Base Map/R/W/Agency Submittals $4,600
e-g. X-Sections/Plan & Profile Design/Striping $26,300
h. Phase 1 Bid Documents/Technical Specs $4,500
i. Engineer's Opinion of Probable Cost $3,200
j. PS& E Submittal/Modifications, as required $3,000
k. Team Meetings/Tech Proj Mgmt (est.32 hrs) $5,600
Subtotal $47,200
a. Traffic Data Collection $2,900
b. Signal Warrant Analysis $6,900
c. Technical Memorandum $3,200
Subtotal $13,000
14:_'(}(i :t(4ts ft) .1 0141\I R \\( lit) -jli?r\61 ( \I Il lilj\I:\ c)'_iO
Mr. Bill Simons, P.E.
December 19, 2013 January 21, 2014
Page 3
a./b. Formal Advertisement/Pre-Bid Conf Assistance . $1,800
c./d. RFI Response/Addenda, if required $2,000
e. Bid Results Review/Recommendation $800
Subtotal $4,600
Reimbursables @ 5% $6,030
TOTAL FEE $126,630 plus $5,600 Optional
ee.t.' •- .,x,41 !1
y
A
J � ( tip tC '
a. Jurisdictional Delineation $18,100
(Habitat Boundaries Map; Plant Species; Findings/Mitigation Report:
Biological/Hydrological Analyses; Exhibits, Plans, Narrative;
Meetings/Site Visits
Subtotal $18,100
✓"H -.,.-1 t h `i.C...,s$' F,. 'i % r ,.>?is "+i*imp;,°':�.� ,S 2:
a.-c. Applications — Channel Permitting Services $29.800
(Application Forms/Exhibits; Agency Impacts;
Hydrological Conditions)
Subtotal $29,800
a.-h. Additional Box Culvert $18,000
(Base Plan; Alignment Submittal; Utility Submittal/Coordination;
Plan and Profile Design; Bid Documents/Technical Specifications;
Quantities/Opinion of Probable Cost; PS&E Plan Check Submittal;
Final Approval Modifications; Project Team Meetings)
Subtotal $18,000
TOTAL FEE — OPTIONAL SERVICES $65,900
The above fees include all labor, materials and incidental expenses such as vehicle
mileage, postage, toll calls, and survey materials. Not included are reproduction costs,
title company charges, special mailing charges, application, or filing or permit fees,
which are estimated under "Reimbursables".
1=(1(1 1;t' Ht,p1 1)RI\'I R.\tit'Hi) \(,l t'\I It OI $I\ n) 1;(1