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HomeMy WebLinkAboutC-1976�. iq -7L CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT 1, PARTIES AND DATE. This Agreement is made and entered into this /5� day of 2003 by and between the City of Arcadia, a municipal organization organized under the laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066 -6021 ( "City ") and WILLDAN, a California Corporation, with its principal place of business at 13191 Crossroads Parkway North, Suite 405, Industry, CA. 91746 -3497 ( "Consultant "). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing traffic engineering services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render City traffic engineering services ( "Project ") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional traffic engineering services necessary for the Project ( "Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from July 1, 2003 to June 30, 2004 unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Ed Cline. 3.2.5 City's Representative. The City hereby designates Don Penman, Assistant City Manager /Development Services Director, or his designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. �w -%d 3.2.6 Consultant's Representative. Consultant hereby designates Ed Cline, or his designee, to act as its representative for the performance of this Agreement ( "Consultant's Representative "). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub - consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2. 10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any 3 �✓ `�rui subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement /location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 12.10.3 Professional Liability. Consultant shall procure and maintain, and require its sub - consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per claim and $2,000,000 annual aggregate, and shall be endorsed to include contractual liability. 3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Work or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. 4 �t (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by mail, return has been given to the City, ten (10) days if cancellation is due to nonpayment of premium; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.6 Deductibles and Self - Insurance Retentions. Any deductibles or self - insured retentions must be declared to and approved by the City. With the exception of Professional Liability Insurance, Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.10.8 Verification of Coverage. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its 5 behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed Sixty Thousand Dollars and Zero Cents ($60,000.00) without written approval of the City Engineer. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within forty -five (45) days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.52 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: Willdan 13191 Crossroads Parkway North, Suite 405 Industry, CA. 91746 -3497 Attn: Ed Cline City: City of Arcadia 240 West Huntington drive Arcadia, CA 91066 -6021 Attn: Don Penman, Assistant City Manager /Development Services Director Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non - exclusive 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 Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 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 Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation, Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any negligent acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Provided that L �s such judgment, aware or decree is the result of Consultant's negligent acts, errors, or omissions, or other wrongdoing, Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5. 10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. �i�✓ `rr0 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant 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 Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Consultant 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 bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 10 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. CITY OF ARCADIA By: By: _tLm William R. Kelly City Manager Dated: 0401 .2003 ATTEST: Clerk APPROVED AS TO FORM: sq4�� - �e Stephen P. Deitsch City Attorney 11 WILLDAN W &- Q� P" # - [Name] S4, v [Title] CONCUR: Depart nt Head Date M EXHIBIT "A" SCOPE OF SERVICES Willdan will provide services to the City as follows: M 1. Serve as technical advisor to City Staff on a regular basis or when called upon by City staff. 2. Investigate and report on requests, suggestions, and complaints from citizens, homeowners' groups, school authorities, or the police department involving traffic - related issues. 3. Investigate and report on locations which have been identified as experiencing an atypical number of reported traffic collisions. 4. Through Willdan's technical staff, assist the City with traffic signal timing and operation of the City's traffic signal system. 5. Assist City staff with periodic budget preparation for traffic related maintenance activities and capital improvement projects. 6. Be available to make technical presentations before the City's Planning Commission and City Council on traffic- related matters. 7. Assist City staff and City attorney's office on traffic- related matters involving claims and litigation against the City. 8. Recommend policies and procedures on traffic related matters involving risk management. 9. Provide training for field personnel in proper traffic safety procedures and operations in work zones. 10. Review of Traffic Impact Reports for proposed development. 11. Review circulation studies for General and Specific Plans 12. Through Willdan's technical staff, review transportation modeling studies. 13. Assist the City Engineer with conditioning proposed development for appropriate public works improvements. 14. Provide traffic count information throughout the City on an "as needed" basis. A -1 m EXHIBIT "B" SCHEDULE OF SERVICES m Willdan will provide professional traffic engineer, licensed to practice in the State of California, to serve the City as its City Traffic Engineer for fiscal year 2003 -2004. B -1 M EXHIBIT "C" COMPENSATION In Willdan will provide the traffic engineering services as listed on Exhibit "A" for a not -to- exceed fee of $60,000.00 for fiscal year 2003 -2004 billed monthly on an hourly basis of $140.00. C -1 BQ.M CERTIFICAlt OF LIABILITY INSUR CE DATE(2003 ) PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Deaiey, Renton & Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P. O. Box 10550 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Santa Ana, CA 92711 -0550 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 714 427 -6810 INSURERS AFFORDING COVERAGE INSURED , INSURER A: Hartford Fire Ins. Co. y V Willdan INSURER B: Travelers Indemnity Co. of Illinois 17 2125 E. Katella Avenue, Ste. 200 t - --- - - - - -- -- - - - - -- -- - - - - - -- t' Anaheim, CA 92806 sURER C: Lumbermens Mutual Casualty Co.* dr - w - - --- - - - - -- - -- - - INSURER D: Security Ins. Co. of Hartford - INSURER E: THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. —SR IN R TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE ATE MM D /YY POLICY EXPIRATION ATE MM DD LIMITS A GENERAL LIABILITY 57CESOA1661 .11/09/02 11/09/03 EACH OCCURRENCE $1,000,000 X 'COMMERCIAL GENERALLVBILITY FIRE DAMAGE (Any one fire; $1,000,000 MED EXP (Any one person) $1Q QQQ CLAIMS MADE 141 OCCUR INDP. CONTRACTORS X CONTRACTUAL _ INCLUDED. PERSONAL & ADV INJURY $1000000 X lBFPD, XCU,_OCP s2,000,000 GENERAL AGGREGATE GEN'L AGGREGATE LIM IT APPLIES PER: PRODUCTS - COMP /OPAGG $2 000 000 POLICY X PRO X LOC B AUTOMOBILE LIABILITY Y810153D622802 11/09/02 11/09103 X' ANY AUTO i COMBINED SINGLE LIMIT (Ea accident) $1,000,000 ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per person) $ X HIRED AUTOS RECEIVEcident) NON•OWNED AUTOS D INJURY $ (Perraccident) AMAGE $ JUN6 200 GARAGE LIABILITY evelopm AUTO ONLY - EA ACCIDENT $ STHER THAN ANYAUTO nt ServiCE AUTO ONLY: qGG $ EXCESS LIABILITY 7, OCCUR ] I V 10 110 1 EACH OCCURRENCE $ _ AGGREGATE - CLAIMS MADE $ $ _ DEDUCTIBLE $ RETENTION $ $ C WORKERS COMPENSATION AND 3BA07204100 11/09/02 11/09/03 X WC sLIMIT oTH- EMPLOYERS'LIABILITY E.L.FVCHACCIDENT $1,000,1300 E.L. DISEASE • EA EMPLOYEE $1,000,000 E.L. DISEASE -POLICY LIMIT $1,000,000 D OTHER professional AEE0700906 11/09/02 11/09/03 $1,000,000 Per Claim lability $2,000,000 Annl Aggr. DESCRIPTION OF OPERATIONS /LOCATIONS/VEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS General Liab. policy excludes claims arising out of the performance of prof. services. *The Insurer's policy payment obligations are backed by a cut - through to National Indemnity Company, an A ++ rated Berkshire Hathaway subsidiary. Re: Professional traffic engineering services. (See Attached Descriptions) City of Arcadia Attn: Pat Auriemmo 240 West Huntington Drive Arcadia, CA 91066 -6021 ACORD 25 -S (7197)1 of 2 #M81151 SHOULD ANYOF THE ABOVE DESCRIBED POLICIES SE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL XJI MMAIL30-_ DAYS WRITTEN NOTICE TOTHE CERTIFICATE H OLD ER NAM ED TO TH E LEFT, BJ( 7[jA"jIK=X AUTHORIZED © ACORD CORPORATION 1988 Jun, 30, 2003 2:56PM WIITDAN CORPORATE 714 940 4920 No, 0841 P. 1/2 Ewa► ptt�lo= or�tli�� :t�10 =Q�Sr(�iW�IS�VJIG� ly�l :C�� OR • lmur a,ree oaulpn, m 1MPt7 AMT NaTICE CpNCERN 1�IG YOUR RIGHTS DER A CUT THROUGH GREEMENT NATIONAL INDBYMY COMPANY Insurance P dIcy (the "PdW) to vftah ttvs notice aippltes: InSUM (the •CoetpWyj.' I IVISWUMM MUTUAL. WVALTY COMPANY paq Inoeptian Oahe I I 109 Polky No,: 3BA 072041 -W . Named Insured (to Imursey. The Vftan Q=p of Cwpallies The Nodcw !rapt n DsW Is 121x312002 For value mceW44 Naaanal Indemnity CWnpwW ' referred to as 1*15 nal lrtde nuffly7 a greaet the%-In ft evert the Company does not poW art"ts otherwise urgw fire Poky as a result of a court of otrmpytent jurisdcffon or the slate insurance reps toty eudt ft in the Company's `do kfty sta0e Clu su m raguAdwy SMOrit n Issu(ng an ordartReding mch OampwV tb ba tnaotvom or entrt arl Dryer ab ft CarnpwW whkh le9aly pmha)lp the Compew *am paying Poncy anwuts otrrarv%* ps"ble beaus afitre Campwft lfasnw oondtfian . then NxIlmat Indsmrf* vrill pay on behalf offNe Company 100% of any amount payable by the: Goer undarte F'OkY that has Ad been pmlously paid by the CarnPenY, aubjtct ahrraya m to tidier Items, coroitIm*ax+dusians and firma ons of the pormy. Nadorrai Indemnity will W48 eVA p%Tw t *9cffy oo ttte trtsrrred (art b mortm0ft. asslstt®es or loss payeN6, as ttteir iintW06ts mW apPW In We event of � rwvarWa, or d- iractty to the dAIM rtt ar OW=nts to wbm ft Imured To guy Gable In the aw+ m of f d -patty cwetams. As a oandifta of NWWnei Indarrtr*/s psyrne!ntobWon, the Insured, after rpoeivYtg ertrmt norm of the reeaNershlp ear kwdvertcy of the Corr MY, " Provide prompt written notca to Nammd Inderttnky, eq Wkw_ icempor cut- ThrovgtN at Its S*urory Homy otltce► 86 on rkoaW w1h the Nations) ASBOt:iatiatt of insurance Cone *vbrAm of any didm or suit for Mich National Indargr V n Y be 231310 by meson of rids agtearrrwd hen*L As a candtflott proaedent to'pwprmard hereunder, Nnei xW tmkmrdy shall be deemed b have all the Nhts of the anlpany and be subroSeW to a ftte 61W of die Insured b the mutant orspiM pBYmart In to ass of thlyd.panty llowdy cvvar"u, payment shall be due trererariec any after any one of the tblfotr!my three corid1dV$ is met (1) the claimant QMW a jtrdprtmd GSst of thra frawad ar the company afWactuetl tffW by a court Of carnpeisnt juftadk t m Ar (x) the cfairratrtt efts Irtm a serda rent wdh- the W"rod or the compww approves by National tndemnfdit or (3) Via d2h ott anters info a satflemrmt v fttt the rrmA ed ar ft CampwW appmflvetd by the Company prior t It bettrtg detWetd insolvent or prohlbW from pvylrrg amoruits due under Ow Pofwy. None of these w"dOrts shall aP* W first -eery covatagea, hALN irq but not &Aired 1A any -side wo*W Crnnpe mftn or s6nibr federal aampwAmsee cove -%w that mwty be pm(wad by the Policy, Jun,30,2003 2:56PM WILinAN CORPORATE 714 940 4920 No, 0841 P. 2/2 •' _ — �w .y.,. cm { ��1n1 1NOIlVl�10i01�L0iC1�8 rW�lOs01 4 :�WtG D3 Blfdll { 11f 1� � upon Y �4 vrVl�lp� �+W payable G6c+AUSe of flte COtnpaty'a finenctal QOndl�Oft by a coult ef fiDmptltelltw nrunrc Fgndirng process, amw @,vo * or upon my from*= pfguWw owwr an® Any Ntdlonal Indamnib hue the right but clot the duty, to assume any gb%Wan Me Company msy have to pounds a defense in ft insured, If woh w obogepw is erpaled by the Pormy. If National Irdnuw t* does trot ammuw ouch obllgolon, k wo rWrnbume the lmmd finrr the rseeonatrle oast of such defnssto theme Oadtrra Ccegary would have baen obllgsd to Wsuch cost under lb oblipllon td delhnd NO" Ieda MIly and ft Insured WN awpwm In the wJecdon of debrms comsel at the corrm omment of Pligafion. Nook burets sW make Nadww ledernnIV the Meurer under the Polley. Nellonel lederri *'s obligation heteunder Is ttAW 1b to Gbmprlrnyts obltgWbons under five Polley and shrA W include any payrrw d sAfatg under dWm d bad UM, oft con ab4sT obliplons or payrnma in atoeess of paky . In to event the Notice Inooptten DOW Ps War 0M the Policy Irf=pucn Ehft awn this NOSoe does not apply tO any dam ages, offanea or loss of any nature for whiafi Coverage b otherwbe provided under the Pwkr it wsch dnrnsgss, ollianse or lass'cornmene s' In whole or ht part pAer to the Nodco Inb*pM epic, mn It weh damages, aftee or loaf oamanues, Is all gad to ecrawa, or is downed to eort!l m on or iOW the Nudist Inception Data. For to punx*n of this Notice only, ''00rtm7enwe she meat. to first omm. is 8110pd to lust ooaw or b deemed t7D lhst occur, or (1) hicspis, is silegad to lr=0 or is deemed io in wK or rr flat ntwANP* is alleged to hew drat rrterdlesigd. or is deamed to ham fist nwi bled Tanmranoel' is the awW point In Rw or p1, (IQ or 0*. Natlonal lnduum ?w no Gawk to u-she popnodR or reimburse any parson tv pgynw is 0 f psymanb wwo inomme l In connefto nA1id'i orware in any way xmw to suds swum danno "allow ar bw NATIONAL INDE74il r Y COMPANY LUMSMENS MU> UALCASUALTYCOWANY pmwwt C.Inai mM 8t)d Chief Eto afft OfEiew DE RIPTIONS (Continued from P e 1) City of Arcadia, its directors, officials, officers, employees, agents and volunteers are Additional Insured as respects to General and Auto Liability. Primary and Non - Contributing coverage applies to GL. Waiver of Subrogation for Work Comp is included. Cross Liability coverage applies to GL. (AI /PR/AI- AU- PR/SUB /CRS /X) (INDUSTRY) AMS 25.3 (07/97) 2 of 2 #M81151 POLICY NUMBER: 57CESOA1661 M COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES or CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: City of Arcadia Attn: Pat Auriemmo 240 West Huntington Drive Arcadia, CA 91066 -6021 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work" for that insured by or for you. Schedule Continued: its directors, officials, officers, employees, agents and volunteers PRIMARY INSURANCE: IT IS UNDERSTOOD AND AGREED THAT THIS INSURANCE IS PRIMARY AND ANY OTHER INSURANCE MAINTAINED BY THE ADDITIONAL INSURED SHALL BE EXCESS ONLY AND NOT CONTRIBUTING WITH THIS INSURANCE. SEVERABILITY OF INTEREST: IT IS AGREED THAT EXCEPT WITH RESPECT TO THE LIMIT OF INSURANCE, THIS COVERAGE SHALL APPLY AS IF EACH ADDITIONAL TNSURED WERE THE ONLY INSURED AND SEPARATELY TO EACH INSURED AGAINST WHOM CLAIM IS MADE OR SUIT IS BROUGHT. CG 20 10 11 85 M M POLICY NUMBER: Y810153D622802 BUSINESS AUTOMOBILE LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY DESIGNATED INSURED ENDORSEMENT (CA 20 48) Name of Person(s) or Organization(s) City of Arcadia Attn: Pat Auriemmo 240 West Huntington Drive Arcadia, CA 91066 -6021 BUSINESS AUTO COVERAGE Each person or organization indicated above is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in SECTION II of the Coverage Form. Schedule Continued: its directors, officials, officers, employees, agents and volunteers CA20 48 07 97 n en WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attaching clause" needs to be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement forms a part of Policy No. 3 BA0 72 0 410 0 Issued to: Willdan By: Lumbermens Mutual Casualty Co.* Premium (if any) TBD We have a right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us). You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 -5% of the California workers compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description City of Arcadia Waiver Applies to: its directors, Attn: Pat Auriemmo officials, officers, employees, agents 240 West Huntington Drive and volunteers Arcadia, CA 91066 -6021 WC 04 03 06 (Ed. 4 -84) Countersigned by Authorized Representative