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HomeMy WebLinkAboutItem 12c - Engineering Services DATE: December 18, 2018 TO: Honorable Mayor and City Council FROM: Jason Kruckeberg, Assistant City Manager/Development Services Director Philip A. Wray, Deputy Director of Development Services/City Engineer SUBJECT: PROFESSIONAL SERVICES AGREEMENT WITH WILLDAN FOR ENGINEERING SERVICES FOR THE 2019 CITYWIDE TRAFFIC COUNTS AND ENGINEERING AND TRAFFIC SURVEY IN THE AMOUNT OF $23,956 Recommendation: Approve SUMMARY The California Vehicle Code requires cities to conduct Engineering and Traffic (“E & T”) Surveys every five (5) years to set prima facie speed limits on City streets. The current E & T Survey establishing speed limits within the City of Arcadia is set to expire in March 2019. Requests for Proposals (“RFP”) were sent to three qualified firms to provide traffic engineering services for the survey. The services include conducting radar surveys, surveying roadway conditions, analyzing the radar data to establish the 85th percentile for speeds, obtaining accident data, establishing accident rates, making final recommendations on speed limits, and preparing the final report in a court-approved format. The request also included conducting 24-hour traffic counts at 99 locations Citywide. Three proposals were received with Willdan being selected to perform the work. It is recommended that the City Council approve, and authorize and direct the City Manager to execute, a Professional Service Agreement with Willdan for engineering services for the 2019 Citywide Traffic Counts and Engineering and Traffic survey in the amount of $23,956, and approve a 10% contingency. PSA for Engineering Services – Willdan December 18, 2018 Page 2 of 3 BACKGROUND The purpose of the E & T Survey is to establish speed limits enforceable by radar on City streets. The California Vehicle Code (“CVC”) governs the content and application of the E & T Survey, and the Survey is good for five years. The current E & T Survey for the City of Arcadia was adopted in March 2014 and will expire in March 2019. The E & T Survey is defined in the CVC as a survey of highway and traffic conditions in accordance with methods determined by the Department of Transportation (“CalTrans”) for use by State and local authorities. The survey must include: 1. Prevailing speeds as determined by engineering measurements 2. Collision reports 3. Highway, traffic, and roadside conditions not readily apparent to the driver Pursuant to the Caltrans Traffic Manual, speed limit recommendations are made based on the 85th percentile of speed traveled on a given road segment for a survey sample of approximately 100 vehicles. Speed limits were historically set at or below the 85th percentile speed. However, more recent court rulings have required speed limits to be set at or up to the next 5-mph increment above the 85th percentile speed. If a segment has an unusually high (speed-related) accident rate or unusual roadside conditions, the speed limit may be adjusted downward slightly. Speed Limit violations are often challenged in court, and judges, in general, have been critical of the validity of many E & T Surveys. Therefore, a highly conservative and statistically valid E & T Survey is needed in order to prevail when challenged. For Arcadia, E & T Surveys were historically performed by City staff, but for the last two Surveys, in 2008 and 2014, the City retained the services of professional traffic engineering firms for assistance. This has helped avoid the perception of a conflict of interest with data gathering and analysis. The last two reports have been clear and accurate, and defensible when challenged in court. DISCUSSION For the 2019 Survey, the City is again seeking the assistance of a professional traffic engineering firm. An RFP was prepared to obtain 24-hour traffic counts at 99 locations on various arterial and collector streets Citywide, and to perform an E & T Survey to establish speed limits on portions of 38 arterial and collector streets . RFP’s were sent to three firms qualified to perform these services. The three firms proposed as follows: Willdan $23,956 KOA Corporation $42,060 Gibson Consulting Services $43,395 PSA for Engineering Services – Willdan December 18, 2018 Page 3 of 3 Willdan has provided exceptional traffic engineering services for the City for many years. They are well qualified to perform E & T Surveys and performed Arcadia’s last E & T Survey in 2014. Willdan’s cost is significantly lower than the other two for a few reasons. They performed the last Survey for the City at a cost of $21,701 , and they don’t anticipate much variation in the work effort for this update. They still have their field reviews on file from the last Survey which will save them time in the review of each location. Also, having prepared the last report, they know exactly what is necessary and have the templates set up for displaying the data. Therefore, it is recommended that the City Council enter into a Professional Services Agreement with Willdan for traffic engineering services in the amount of $23,956. ENVIRONMENTAL ANALYSIS The proposed action does not constitute a project under the California Environmental Quality Act (“CEQA”), and it can be seen with certainty that it will have no impact on the environment. Thus, this matter is exempt under CEQA. FISCAL IMPACT These services were budgeted in the 2018-19 Fiscal Year Capital Improvement Program at $35,000. There are sufficient funds available for these professional services bid at $23,956, including the requested 10% contingency if needed. RECOMMENDATION It is recommended that the City Council approve, and authorize and direct the City Manager to execute a Professional Service Agreement with Willdan for Engineering Services for the 2019 Citywide Traffic Counts and Engineering and Traffic Survey in the amount of $23,956, and approve a 10% contingency. Attachment: Proposed Professional Services Agreement Revised 04/13 1 CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT REGARDING ENGINEERING SERVICES 1. PARTIES AND DATE. This Agreement is made and entered into this ____ day of ______________, 2018 by and between the City of Arcadia, a charter city organized under the Constitution and 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, California 91746-3443 ("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 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 such services for the Citywide Traffic Counts and 2019 Engineering and Traffic Survey project (“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 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 January 7, 2019 to April 1, 2019, unless earlier terminated as provided herein. Consultant shall complete the Revised 04/13 2 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 prior written 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 prior 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: Vanessa Munoz, PE. Revised 04/13 3 3.2.5 City’s Representative. The City hereby designates Jason Kruckeberg, 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. 3.2.6 Consultant’s Representative. Consultant hereby designates Vanessa Munoz PE, Director of Engineering, or her 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. 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 Revised 04/13 4 arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, and employees 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. 3.2.9.1 Immigration Reform and Control Act. Consultant acknowledges that Consultant, and all subcontractors hired by Consultant to perform services under this Agreement, are aware of and understand the Immigration Reform and Control Act ("IRCA"). Consultant is and shall remain in compliance with the IRCA and shall ensure that any subcontractors hired by Consultant to perform services under this Agreement are in compliance with the IRCA. In addition, Consultant agrees to indemnify, defend and hold harmless the City, its directors, officials, officers and employees, from any liability, damages or causes of action arising out of or relating to any claims that Consultant's employees, or the employees of any subcontractor hired by Consultant, are not authorized to work in the United States for Consultant or its subcontractor and/or any other claims based upon alleged IRCA violations committed by Consultant or Consultant's subcontractor(s). 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 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; provided, however, that in lieu thereof, the Consultant may provide evidence to the City that all subcontractors are additional insureds under the Consultant’s policies of insurance. 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, subcontractors and volunteers. Consultant shall also name and obtain insurer’s consent to naming City, its directors, officials, officers, and employees as an additional insured with proof of certificate of insurance that they are an additional insured. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be when commercially available (occurrence based) at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage for premises and operations, contractual liability, personal injury, bodily injury, independent contractors, broadform property damage, explosion, collapse, and underground, products and completed operations; (2) Automobile Liability: Insurance Services Office Business Auto coverage for any auto owned, leased, hired, and borrowed Revised 04/13 5 by Consultant or for which Consultant is responsible; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. The City, its directors, officials, officers, and employees shall be listed as additional insured. Any deductibles or self-insured retentions must be declared to and approved by City and conform to the requirements provided in Section 3.2.10.6 herein. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage, with an aggregate limit of $1,000,000. 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 combined single limit 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. 3.2.10.3 Professional Liability. Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of three (3) 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 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, and employees shall be covered as additional insured with respect to liability arising out of Services operations and for completed 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, and employees, 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 and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, and employees 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 Revised 04/13 6 shall be primary insurance as respects the City, its directors, officials, officers, and employees, 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, and employees 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, and employees 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, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested of cancellation, of intended non-renewal or endorsement reduction in limit or scope of coverage; provided, however, that in the event of cancellation due solely to non- payment of premium, ten (10) days notice of cancellation for non-payment of premium may instead be given to the City.; 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, and employees. 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, and employees. 3.2.10.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. 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, and employees; 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:VII, admitted or approved to do business in California, and satisfactory to the City. 3.2.10.8 Verification of Coverage. Consultant shall furnish City with complete and accurate copies of current 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 behalf, and shall be on forms provided by the City if requested. Copies of 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. Revised 04/13 7 3.2.10.9 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. 3.2.10.10 Material Breach. Lack of insurance does not negate Consultant’s obligations under this Agreement. Maintenance of proper insurance coverage is a material element of this Agreement and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of the Agreement. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including reimbursements which receive the City’s prior written authorization, 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 twenty-three thousand nine hundred fifty-six dollars ($23,956) without written approval of the City Manager. 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 prior written authorization is obtained from the 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 Revised 04/13 8 of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without prior 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. A termination without cause by City shall not act as or be deemed a waiver of any potential known or unknown City claims associated with Consultant’s performance prior to the date of termination. 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. 3.5.2 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: Revised 04/13 9 Consultant: Willdan 13191 Crossroads Parkway North, Suite 405 Industry CA 91746-3443 Attn: Vanessa Munoz PE Director of Engineering City: City of Arcadia 240 West Huntington Drive Arcadia, CA 91007 Attn: Jason Kruckeberg, 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. Except as otherwise required by California law, 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. Revised 04/13 10 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 Indemnification. 3.5.5.1 To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its officials, officers, and employees 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 alleged 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 attorney’s fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant’s Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant shall defend with Legal Counsel of City’s choosing, at Consultant’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, and employees. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, and employees, in any such suit, action or other legal proceeding arising from Consultant’s performance of the Services, the Project or this Agreement; except to the extent that liability is caused by the active negligence or willful misconduct by the City or its directors, officials, officers, and employees. Consultant shall reimburse City and its directors, officials, officers, and employees, 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, and employees, and shall take effect immediately upon execution of this Agreement. 3.5.5.2 The duty to defend and to hold harmless, as set forth above, shall include the duty to defend as established by Section 2778 of the California Civil Code, and the duty to defend shall arise upon the making of any claim or demand against the City, its respective officials, officers, agents, employees and representatives, notwithstanding that no adjudication of the underlying facts has occurred, and whether or not Consultant has been named in the claim or lawsuit. Revised 04/13 11 3.5.6 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. 3.5.7 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 attorneys’ fees and all other costs of such action. 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, and employees 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. 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, Revised 04/13 12 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, sexual orientation 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. Revised 04/13 13 3.5.23 Exhibits and Recitals. All Exhibits and Recitals contained herein are hereby incorporated into this Agreement by this reference. 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. In witness whereof the Parties have executed this Professional Services Agreement on the date set forth below. CITY OF ARCADIA WILLDAN By __ By ____________________________ Dominic Lazzaretto Signature City Manager Date: ______________________ ______________________________ Print Name and Title ATTEST: Date: _________________________ ___________________________ By____________________________ City Clerk Signature APPROVED AS TO FORM: ______________________________ Print Name and Title ___________________________ Date: _________________________ Stephen P. Deitsch City Attorney CONCUR: ______________________________ Jason Kruckeberg Assistant City Manager/Development Services Director A-1 EXHIBIT "A" SCOPE OF SERVICES Provide engineering services for the Citywide Traffic Counts and 2019 Engineering and Traffic Survey project as follows: Task 1: Project Initiation. Includes copy of the latest Engineering and traffic Surveeys, Access to Statewide Integrated Traffic Recors System Reports and/or the City’s traffic record system for the last three years, and Citywide map electronic file. Task 2: Field Review. Includes using existing survey data for reference to conduct a field inspection and assessment of ech street segment, verifying existing speed limit postings and locations, roadway and traffic conditions, major traffic control devices, adjacent land use, and pedestrian activity. Task 3: Radar Speed Survey. Includes gathering radar speed data for each of the 53 street segments, including street segments containing a raised median or designated as needing two surveys per segment. These surveys shall not be conducted on weekends, school or civic holidays, during congested peak traffic hours, or incuement weather conditions. Task 4: 24-Hour Volume Counts. Twenty-four hour directional machine traffic volume counts conducted by City Traffic Counters, subconsultant for the 99 street locations. Consultant to deliver two (2) bound copies and one (1) electronic copy of raw Traffic Count Data Sheets for each location, summary sheets and map. Task 5: Analysis. Includes Survey Data Sheets for each street segment. Task 6: Report Preparation. Consultant to prepare two (2) copies of the Draft E&T Report, two (2) copies of the Final E&T Report, and one (1) electronic copy of the Final E&T Report. Task 7: Consultant to attend three (3) meetings with the City, and/or City Council and Police Department as needed. B-1 Exhibit "B" SCHEDULE OF SERVICES Consultant shall provide services for the Citywide Traffic Counts and 2019 Engineering and Traffic Survey project upon receipt of the Notice to Proceed, for approximately four years, January 2019 to April 2019. C-1 Exhibit "C" COMPENSATION Total fees shall not exceed $23,956, per attached hourly rates. WILLDAN ENGINEERING Schedule of Hourly Rates Effective July 1, 2018 to June 30, 2019 ***$169/hour for Prevailing Wage Project Mileage/Field Vehicle usage will be charged at the rate in accordance with the current FTR mileage reimbursement rate, subject to negotiation. Additional billing classifications may be added to the above listing during the year as new positions are created. Consultation in connection with litigation and court appearances will be quoted separately. The above schedule is for straight time. Overtime will be charged at 1.5 times, and Sundays and holidays, 2.0 times the standard rates. Blueprinting, reproduction, messenger services, and printing will be invoiced at cost plus fifteen percent (15%). A sub consultant management fee of fifteen percent (15%) will be added to the direct cost of all sub consultant services to provide for the cost of administration, consultation, and coordination. Valid July 1, 2018 thru June 30, 2019, thereafter, the rates may be raised once per year to the value between the 12-month % change of the Consumer Price Index for the Los Angeles/Orange County/Sacramento/ San Francisco/San Jose area and five percent. Rev. 6/11/18 ENGINEERING Technical Aide I $64 Technical Aide II $83 Technical Aide III $103 Drafter I $104 Drafter II $121 Senior Drafter $134 GIS Analyst I $139 GIS Analyst II $158 GIS Analyst III $173 Designer I $139 Designer II $145 Traffic Engineer I $185 Traffic Engineer II $199 Senior Designer I $153 Senior Designer II $160 Assistant Engineer I $116 Assistant Engineer II $132 Assistant Engineer III $138 Assistant Engineer IV $143 Associate Engineer I $149 Associate Engineer II $155 Associate Engineer III $161 Design Manager $163 Senior Design Manager $169 Senior Engineer I $164 Senior Engineer II $167 Senior Engineer III $171 Senior Engineer IV $181 Supervising Engineer $187 Project Manager I $150 Project Manager II $171 Project Manager III $183 Project Manager IV $199 Program Manager I $167 Program Manager II $185 Program Manager III $204 City Engineer I $199 City Engineer II $209 Principal Project Manager $199 Deputy Director $207 Director $212 Principal Engineer $230 CONSTRUCTION MANAGEMENT Labor Compliance Specialist $115 Labor Compliance Manager $145 Utility Coordinator $153 Assistant Construction Manager $145 Construction Manager $169 Senior Construction Manager $175 Project Manager IV $199 Deputy Director $207 Director $212 INSPECTION SERVICES Public Works Observer I*** $89 Public Works Observer II*** $99 Senior Public Works Observer I*** $107 Senior Public Works Observer II*** $119 Senior Public Works Observer III*** $129 Senior Public Works Observer IV*** $136 Senior Public Works Observer V*** $145 MAPPING AND EXPERT SERVICES Survey Analyst I $121 Survey Analyst II $139 Calculator I $121 Calculator II $134 Calculator III $146 Senior Survey Analyst $158 Supervisor – Survey & Mapping $175 Principal Project Manager $199 BUILDING AND SAFETY Assistant Code Enforcement Officer $85 Code Enforcement Officer $98 Senior Code Enforcement Officer $115 Supervisor Code Enforcement $139 Plans Examiner Aide $91 Plans Examiner $139 Senior Plans Examiner $153 Assistant Construction Permit Specialist $98 Construction Permit Specialist $103 Senior Construction Permit Specialist*** $121 Supervising Construction Permit Specialist $128 Assistant Building Inspector $115 Building Inspector*** $128 Senior Building Inspector $139 BUILDING AND SAFETY (continued) Supervising Building Inspector $153 Inspector of Record $167 Deputy Building Official $167 Building Official $173 Plan Check Engineer $167 Supervising Plan Check Engineer $173 Principal Project Manager $199 Deputy Director $207 Director $212 PLANNING Community Development Technician $103 Assistant Community Development Planner $128 Associate Community Development Planner $139 Senior Community Development Planner $158 Principal Community Development Planner $173 Planning Technician $103 Assistant Planner $128 Associate Planner $139 Senior Planner $158 Principal Planner $173 Planning Manager $189 Deputy Director $207 Director $212 LANDSCAPE ARCHITECTURE Assistant Landscape Architect $121 Associate Landscape Architect $139 Senior Landscape Architect $153 Principal Landscape Architect $173 Principal Project Manager $199 ADMINISTRATIVE Administrative Assistant I $76 Administrative Assistant II $91 Administrative Assistant III $107 Project Accountant I $86 Project Accountant II $101 Project Controller I $107 Project Controller II $121