HomeMy Public PortalAboutAgreement_2012-07-01_Transtech EngineersAGREEMENT FOR CONSULTANT SERVICES
For Building Code Administration and
Public Works/Engineering Services
by and between
CITY OF TEMPLE CITY,
a municipal corporation
and
TRANSTECII ENGINEERS, INC.,
a California corporation
Dated: July 1, 2012
I #4824-3482-9584 v3
AGREEMENT FOR CONSULTANT SERVICES
BETWEEN
CITY OF TEMPLE CITY
AND
TRANSTECH ENGINEERS, INC.
This Agreement for Consultant Services ("Agreement") is entered into as of this 1" day
of July 2012, by and between the City of Temple City, a municipal corporation ("City") and
TRANSTECH Engineers, Inc., a California corporation ("Consultant"). City and Consultant are
sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to
as the "Parties."
RECITALS
A. City has sought, by issuance of a request for proposals, the performance of the
engineering services defined and described particularly in Section 2 of this Agreement.
B. Consultant, following submission of a proposal for the performance of the
services defined and described particularly in Section 2 of this Agreement, was selected by the
City to perform those services.
C. Consultant was selected by the City on the basis of Consultant's demonstrated
competence and the professional qualifications necessary for the satisfactory performance of the
services required.
D. Pursuant to the City of Temple City's Municipal Code, City has authority to enter
into this Agreement and the City Manager has authority to execute this Agreement.
E. The Parties desire to formalize the selection of Consultant for performance of
those services defined and described particularly in Section 2 of this Agreement, and desire that
the terms of that performance be as defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein, and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
SECTION 1. TERM OF AGREEMENT.
The term of this Agreement shall be for one (1) year commencing July 1, 2012, subject to
early termination as provided in Section 20 "Termination of Agreement" of this Agreement. The
term may be extended by mutual agreement of the parties memorialized in a written amendment
to this Agreement.
LA #,4824-3482-9584 v3
SECTION 2. SCOPE OF SERVICES.
Consultant agrees to perform the services set forth in Exhibit "A" "Scope of Services and
Method of Compensation" which is incorporated herein by this reference, in accordance with the
terms and conditions of this Agreement.
SECTION 3. ADDITIONAL SERVICES.
Consultant shall not be compensated for any services rendered in connection with its
performance of this Agreement which are in addition to or outside of those set forth in this
Agreement or listed in Exhibit "A," unless such additional services are authorized in advance
and in writing by the City Council or City Manager of City. Consultant shall be compensated for
any such additional services in the amounts and in the manner agreed to by the City Council or
City Manager.
SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay
Consultant the amounts specified in Exhibit `B" "Compensation," in accordance with Exhibit
"A" "Scope Of Services And Method Of Compensation," both made a part of this Agreement.
(b) Each month Consultant shall furnish to City an original invoice for all work
performed and expenses incurred during the preceding month. The invoice shall detail charges
by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and
sub -consultant contracts. Sub -consultant charges shall be detailed by the following categories:
labor, travel, materials, equipment and supplies. If the compensation set forth in subsection (a)
and Exhibit "B" include payment of labor on an hourly basis (as opposed to labor and materials
being paid as a lump sum), the labor category in each invoice shall include detailed
descriptions of the task performed and the amount of time incurred for or allocated to that task.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of
this Agreement. In the event that no charges or expenses are disputed, the invoice shall be
approved and paid according to the terms set forth in subsection (c). In the event any charges
or expenses are disputed by City, the original invoice shall be returned by City to Consultant
for correction and resubmission.
(c) Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, City will use its best efforts to cause Consultant to be paid within
forty-five (45) days of receipt of Consultant's correct and undisputed invoice.
(d) Payment to Consultant for work performed pursuant to this Agreement shall not
be deemed to waive any defects in work performed by Consultant.
SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect or accept or reject any of Consultant's work under this Agreement,
either during performance as provided herein. City shall reject or accept Consultant's work
described in each invoice within forty-five (45) calendar days of receipt of Contractor's invoice
for such work. City shall reject work by a timely written explanation, otherwise Consultant's
-2-
LA #4824-3482-9584 0
work shall be deemed to have been accepted. City's acceptance shall be conclusive as to such
work except with respect to latent defects, fraud and such gross mistakes as amount to fraud.
Acceptance of any of Consultant's work by City shall not constitute a waiver of any of the
provisions of this Agreement including, but not limited to, sections 16 and 17, pertaining to
indemnification and insurance, respectively.
SECTION 6. OWNERSHIP OF DOCUMENTS.
(a) All original maps, models, designs, drawings, photographs, studies, surveys,
reports, data, notes, computer files, files and other documents prepared, developed or discovered
by Consultant in the course of providing any services pursuant to this Agreement shall become
the sole property of City and may be used, reused or otherwise disposed of by City without the
permission of the Consultant. Upon completion, expiration or termination of this Agreement,
Consultant shall turn over to City all such original maps, models, designs, drawings,
photographs, studies, surveys, reports, data, notes, computer files, files and other documents.
(b) If and to the extent that City utilizes for any purpose not related to this Agreement
any maps, models, designs, drawings, photographs, studies, surveys, reports, data (whether raw
or processed), notes, computer files, files or other documents prepared, developed or discovered
by Consultant in the course of providing any services pursuant to this Agreement, Consultant's
guarantees and warrants related to Standard of Performance and found in Section 9 of this
Agreement shall not extend to such use of the maps, models, designs, drawings, photographs,
studies, surveys, reports, data, notes, computer files, files or other documents.
(c) Computer software, whether purchased, developed or licensed that is provided by
Consultant for use within City facilities shall be provided at the sole discretion of Consultant, but
with the approval of City. In the event of termination of this contract, City shall have the right to
purchase software developed by Consultant at fair market price to be determined at the time of
contract termination. City shall have the right to purchase nonproprietary or separately licensed
software from Consultant subject to the conditions imposed by the original software developer
upon Consultant. All data entered or generated by any software provided by Consultant shall
remain the property of the City.
SECTION 7. CONSULTANT'S BOOKS AND RECORDS.
(a) Consultant shall maintain any and all documents and records demonstrating or
relating to Consultant's performance of services pursuant to this Agreement. Consultant shall
maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other
documents or records evidencing or relating to work, services, expenditures and disbursements
charged to City pursuant to this Agreement. Any and all such documents or records shall be
maintained in accordance with generally accepted accounting principles and shall be
sufficiently complete and detailed so as to permit an accurate evaluation of the services
provided by Consultant pursuant to this Agreement. Any and all such documents or records
shall be maintained for three years after final payments are issued and other pending matters
are closed and to the extent required by laws relating to audits of public agencies and their
expenditures.
-3-
LA #4824-3482-9584 v3
(b) Any and all records or documents required to be maintained pursuant to this
section shall be made available for inspection, audit and copying, at any time during regular
business hours, upon request by City or its designated representative. Copies of such
documents or records shall be provided directly to the City for inspection, audit and copying
when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such
documents and records shall be made available at Consultant's address indicated for receipt of
notices in this Agreement.
(c) Where City has reason to believe that any of the documents or records required to
be maintained pursuant to this section may be lost or discarded due to dissolution or
termination of Consultant's business, City may, by written request, require that custody of such
documents or records be given to the City and that such documents and records be maintained
by the requesting party. Access to such documents and records shall be granted to City, as well
as to its successors -in -interest and authorized representatives.
SECTION 8. STATUS OF CONSULTANT.
(a) Consultant is and shall at all times remain a wholly independent contractor and
not an officer, employee or agent of City. Consultant shall have no authority to bind City in
any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against
City, whether by contract or otherwise, unless such authority is expressly conferred under this
Agreement or is otherwise expressly conferred in writing by City.
(b) The personnel performing the services under this Agreement on behalf of
Consultant shall be under Consultant's exclusive direction and control at all times. Neither
City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall
have control over the conduct of Consultant or any of Consultant's officers, employees, or
agents except as set forth in this Agreement. Consultant shall not at any time or in any manner
represent that Consultant or any of Consultant's officers, employees, or agents are in any
manner officials, officers, employees or agents of City.
(c) Neither Consultant, nor any of Consultant's officers, employees or agents, shall
obtain any rights to retirement, health care or any other benefits which may otherwise accrue to
City's employees. Consultant expressly waives any claim Consultant may have to any such
rights.
SECTION 9. STANDARD OF PERFORMANCE.
(a) Consultant represents and warrants that it has the qualifications, experience and
facilities necessary to properly perform the services required under this Agreement in a thorough,
competent and professional manner. Consultant shall at all times faithfully, competently and to
the best of its ability, experience and talent, perform all services described herein. In meeting its
obligations under this Agreement, Consultant shall employ, at a minimum, generally accepted
standards and practices utilized by persons engaged in providing services similar to those
required of Consultant under this Agreement. In addition to the general standards of
performance set forth in this Section 9, additional specific standards of performance and
performance criteria are set forth in the Scope of Work that shall also be applicable to
Consultant's work under this Agreement Where there is a conflict between a general and a
-4-
LA #4824-3482-9584 v3
specific standard of performance or performance criteria, the specific standard or criteria shall
prevail over the general.
(b) If and to the extent that City utilizes for any purpose not related to this Agreement
any maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes,
computer files, files or other documents prepared, developed or discovered by Consultant in the
course of providing any services pursuant to this Agreement, Consultant's guarantees and
warranties related to Standard of Performance shall not extend to such use of the maps, models,
designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or
other documents.
SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND
LICENSES.
(a) Consultant shalt keep itself informed of and comply with all applicable federal,
state and local taws, statutes, codes, ordinances, regulations and rules in effect during the term of
this Agreement. Consultant shall obtain any and all licenses, permits and authorizations
necessary to perform the services set forth in this Agreement. Neither City, nor any elected or
appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in
equity, as a result of any failure of Consultant to comply with this section.
(b) City is a participant in the Community Development Block Grant (CDBG),
funded by the United States Department of Housing and Urban Development (HUD). To the
extent Consultant performs work that will be paid for in whole or in part with CDBG funds,
Consultant agrees to follow all CDBG regulations in the performance of such work.
(c) City is also a participant in other federally funded projects. To the extent
Consultant performs work that will be paid for in whole or in part with federal funds. Consultant
agrees to follow all applicable regulations in the performance of such work.
SECTION 11. PREVAILING WAGE LAWS
It is the understanding of City and Consultant that California prevailing wage laws may
apply to this Agreement because the Agreement may involve any of the following services
subject to prevailing wage rates pursuant to the California Labor Code or regulations
promulgated thereunder: Construction, alteration, demolition, installation, or repair work
performed on public buildings, facilities, streets or sewers done under contract and paid for in
whole or in part out of public funds. In this context, "construction" includes work performed
during the design and preconstruction phases of construction including, but not limited to,
inspection and land surveying work.
SECTION 12. NONDISCRIMINATION.
Consultant shall not discriminate, in any way, against any person on the basis of race,
color, religious creed, national origin, ancestry, sex, age, physical handicap, medical condition or
marital status in connection with or related to the performance of this Agreement. Consultant
will take affirmative action to ensure that applicants are employed, and that employees are
treated during employment, without regard to their race, religion, sex, color, or national origin.
Such action shall include, but are not limited to, the following: employment upgrading, demotion
-5-
LA #4824-3482-9584 v3
or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other
forms of compensation; and selection for training, including apprenticeship. The consultant
agrees to post in conspicuous places, available to employees and applicants for employment,
notices to be provided by the consultant setting forth the provisions of this nondiscrimination
clause. Consultant will comply with all laws prohibiting discrimination, including, but not
limited to Title VI of the Civil Rights Act of 1964, Section 109 of the Housing and Community
Development Act of 1974, the Age Discrimination Act of 1975, and Section 504 of the
Rehabilitation Act of 1973.
SECTION 13. UNAUTHORIZED ALIENS.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et sem., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should the any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys' fees,
incurred by City.
SECTION 14. CONFLICTS OF INTEREST.
(a) Consultant covenants that neither it, nor any officer or principal of its firm, has or
shall acquire any interest, directly or indirectly, which would conflict in any manner with the
interests of City or which would in any way hinder Consultant's performance of services under
this Agreement. Consultant further covenants that in the performance of this Agreement, no
person having any such interest shall be employed by it as an officer, employee, agent or
subcontractor without the express written consent of the City Manager. Consultant agrees to at
all times avoid conflicts of interest or the appearance of any conflicts of interest with the
interests of City in the performance of this Agreement. Consultant agrees that any conflict or
potential conflict of interest shall be fully disclosed prior to execution of this Agreement and
Consultant shall comply with all applicable federal, state and county laws and regulations
governing conflicts of interest.
(b) City understands and acknowledges that Consultant is, as of the date of execution
of this Agreement, independently involved in the performance of non -related services for other
governmental agencies and private parties. Consultant is unaware of any stated position of
City relative to such projects. Any future position of City on such projects shall not be
considered a conflict of interest for purposes of this section.
(c) City understands and acknowledges that Consultant will perform non -related
services for other governmental agencies and private parties following the completion of the
scope of work under this Agreement. Any such future service shall not be considered a
conflict of interest for purposes of this section.
(d) Consultant may not conduct any activity, including any payment to any person,
officer, or employee of any agency or member of Congress in connection with the awarding of
any federal contract, grant, or loan, intended to influence legislation, administrative rule-
-6 -
LA #4824-3482-9584 v3
making or the election of candidates for public office during the term of this Agreement under
representation that such activity is being performed as a part of the Consultant's
responsibilities under this Agreement.
SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION.
(a) All information gained or work product produced by Consultant in performance
of this Agreement shall be considered confidential, unless such information is in the public
domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the City Manager, except as may be required by law.
(b) Consultant, its officers, employees, agents or subcontractors, shall not, without
prior written authorization from the City Manager or unless requested by the City Attorney of
City, voluntarily provide declarations, letters of support, testimony at depositions, response to
interrogatories or other information concerning the work performed under this Agreement.
Response to a subpoena or court order shall not be considered 'voluntary" provided Consultant
gives City notice of such court order or subpoena.
(e) If Consultant, or any officer, employee, agent or subcontractor of Consultant,
provides any information or work product in violation of this Agreement, then City shall have
the right to reimbursement and indemnity from Consultant for any damages, costs and fees,
including attorneys fees, caused by or incurred as a result of Consultant's conduct.
(d) Consultant shall promptly notify City should Consultant, its officers, employees,
agents or subcontractors be served with any summons, complaint, subpoena, notice of
deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed thereunder. City retains the right, but has no obligation, to represent Consultant or
be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate
fully with City and to provide City with the opportunity to review any response to discovery
requests provided by Consultant. However, this right to review any such response does not
imply or mean the right by City to control, direct, or rewrite said response.
SECTION 16. INDEMNIFICATION.
(a) Indemnification for Design Activities As provided under Civil Code Section
2782.8, Consultant shall indemnify, protect, defend and hold harmless City and any and all of
its officials, employees and agents ("Indemnified Parties") from and against any and all claims.
actions and proceedings (whether at law or equity, administrative or judicial), demands, orders,
judgments, losses, liabilities, damages, costs and expenses, including attorney's fees and costs,
(collectively "Claims") to the extent same arise out of, pertain to, or relate to the negligence,
recklessness, or willful misconduct of the Consultant, its officers, agents, employees or sub -
consultants (or any entity or individual that Consultant shall bear the legal liability thereof) in
the performance of professional services under this Agreement, with the understanding that in
the event Claims are found by the trier of fact to have been caused by the joint or concurrent
negligence of the City and its contractors and consultants, and Consultant, damages and
-7-
LA #4824-3482-9584 0
expenses from both indemnity and duty to defend obligations shall be borne by each party in
proportion to its negligence.
(b) Indemnification for General Services. Where the law establishes a professional
standard of care for Consultant's Services other than design services set forth in Civil Code
Section 2782.2, Consultant shall, to the fullest extent permitted by law, indemnify, protect,
defend and hold harmless the Indemnified Parties from and against any and all losses,
liabilities, damages, costs and expenses, including reasonable attorney's fees and costs to the
extent same are caused in whole or in part by any negligent or wrongful act, error or omission
of Consultant, its officers, agents, employees or sub -consultants (or any entity or individual
that Consultant shall bear the legal liability thereof) in the performance of professional services
under this Agreement.
(c) Indemnification for Other than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Consultant shall
indemnify, protect, defend and hold harmless City, and any and all of its employees, officials
and agents from and against any liability (including liability for claims, suits, actions,
arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses
or costs of any kind, whether actual, alleged or threatened, including reasonable attorneys fees
and costs, court costs, interest, defense costs, and expert witness fees), where the same arise
out of, are a consequence of, or are in any way attributable to, in whole or in part, the
performance of this Agreement by Consultant or by any individual or entity for which
Consultant is legally liable, including but not limited to officers, agents, employees or sub-
contractors of Consultant.
(d) Indemnification from Sub -Consultants. Consultant agrees to obtain executed
indemnity agreements with provisions identical to those set forth here in this section from each
and every sub -consultant / sub -contractor or any other person or entity involved by, for, with or
on behalf of Consultant in the performance of this Agreement naming the Indemnified Parties
as additional indemnitees. In the event Consultant fails to obtain such indemnity obligations
from others as required here, Consultant agrees to be fully responsible according to the terms
of this section. Failure of City to monitor compliance with these requirements imposes no
additional obligations on City and will in no way act as a waiver of any rights hereunder. This
obligation to indemnify and defend City as set forth herein is binding on the successors,
assigns or heirs of Consultant and shall survive the termination of this Agreement or this
section.
(e) City's Sole Negligence. The provisions of this Section 16 do not apply to
claims occurring as a result of City's sole negligence. The provisions of this section shall not
release City from liability arising from gross negligence or willful acts or omissions of City or
any and all of its officials, employees and agents.
(f) Indemnification of City Officials. Notwithstanding the foregoing, Consultant
and certain employees of Consultant will be acting as City officials during the performance of
this Agreement. Consultant and any employee of Consultant acting as a City official may
request that the City defend and indemnify Consultant and said employee against any claim or
action against him or her for an injury arising out of an act or omission occurring within the
-8-
LA #4824-3482-9584 d3
scope of his or her duties under this Agreement pursuant to, and subject to the limitations
provided in, Government Code Section 825 et seq.
SECTION 17. INSURANCE.
Consultant agrees to obtain and maintain in full force and effect during the term of this
Agreement the insurance policies set forth in Exhibit "C" "Insurance," which is incorporated
herein by this reference. All insurance policies shall be subject to approval by City as to form
and content. These requirements are subject to amendment or waiver if so approved in writing
by the City Manager. Consultant agrees to provide City with copies of required policies upon
request.
SECTION 18. ASSIGNMENT.
The expertise and experience of Consultant are material considerations for this
Agreement. City has an interest in the qualifications of and capability of the persons and entities
who will fulfill the duties and obligations imposed upon Consultant under this Agreement. In
recognition of that interest, Consultant shall not assign or transfer this Agreement or any portion
of this Agreement or the performance of any of Consultant's duties or obligations under this
Agreement without the prior written consent of the City Council. Any attempted assignment
shall be ineffective, null and void, and shall constitute a material breach of this Agreement
entitling City to any and all remedies at law or in equity, including summary termination of this
Agreement. City acknowledges, however, that Consultant, in the performance of its duties
pursuant to this Agreement, may utilize subcontractors.
SECTION 19. CONTINUITY OF PERSONNEL.
Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant's staff and subcontractors, if any, assigned to perform the services required under this
Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors,
if any, assigned to perform the services required under this Agreement, prior to and during any
such performance.
SECTION 20. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time by giving
thirty (30) days written notice of termination to Consultant. In the event such notice is given,
Consultant shall cease immediately all work in progress.
(b) Consultant may terminate this Agreement for cause at any time upon thirty (30)
days written notice of termination to City.
(c) If either Consultant or City fail to perform any material obligation under this
Agreement, then, in addition to any other remedies, either Consultant, or City may terminate
this Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Consultant or City, all property
belonging exclusively to City which is in Consultant's possession shall be returned to City.
Consultant shall furnish to City a final invoice for work performed and expenses incurred by
-9-
LA #4824-3482-9584 v3
Consultant, prepared as set forth in Section 4 of this Agreement. This final invoice shall be
reviewed and paid in the same manner as set forth in Section 4 of this Agreement.
SECTION 21. DEFAULT.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default. Instead, the City may give notice to Consultant of the default and the
reasons for the default. The notice shall include the timeframe in which Consultant may cure the
default. This timeframe is presumptively thirty (30) days, but may be extended, though not
reduced, if circumstances warrant. During the period of time that Consultant is in default, the
City shall hold all invoices and shall, when the default is cured, proceed with payment on the
invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the
outstanding invoices during the period of default. If Consultant does not cure the default, the
City may take necessary steps to terminate this Agreement under Section 20. Any failure on the
part of the City to give notice of the Consultant's default shall not be deemed to result in a
waiver of the City's legal rights or any rights arising out of any provision of this Agreement.
SECTION 22. EXCUSABLE DELAYS.
Consultant shall not be liable for damages, including liquidated damages, if any, caused
by delay in performance or failure to perform due to causes beyond the control of Consultant.
Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal,
state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes,
and unusually severe weather. The term and price of this Agreement shall be equitably adjusted
for any delays due to such causes.
SECTION 23. COOPERATION BY CITY.
All public information, data, reports, records, and maps as are existing and available to
City as public records, and which are necessary for carrying out the work as outlined in the
Exhibit "A" "Scope of Services," shall be furnished to Consultant in every reasonable way to
facilitate, without undue delay, the work to be performed under this Agreement.
SECTION 24. NOTICES.
All notices required or permitted to be given under this Agreement shall be in writing and
shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return
receipt requested, addressed as follows:
To City: City of Temple City
Attn: City Manager
9701 Las Tunas Dr.
Temple City, CA 91780
To Consultant: TRANSTECH Engineers, Inc.
Attn: Craig Melicher, PE, CBO
624 Brea Canyon Road
Walnut, CA 91789
-10-
LA #4824-3482-9584 v3
Notice shall be deemed effective on the date personally delivered or transmitted by
facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States
Postal Service.
SECTION 25. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Consultant represents and
warrants that he/she/they has/have the authority to so execute this Agreement and to bind
Consultant to the performance of its obligations hereunder.
SECTION 26. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his or her
designated representative, following approval of this Agreement by the City Council. The City
Manager shall have the authority to issue interpretations and to make minor amendments to this
Agreement on behalf of the City so long as such actions do not materially change the Agreement
or make a commitment of additional funds of the City. All other changes, modifications, and
amendments shall require the prior approval of the City Council.
SECTION 27. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators, successors and
assigns of the parties.
SECTION 28. MODIFICATION OF AGREEMENT.
No amendment to or modification of this Agreement shall be valid unless made in writing
and approved by the Consultant and by the City Council. The parties agree that this requirement
for written modifications cannot be waived and that any attempted waiver shall be void.
SECTION 29. WAIVER.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by
any party of any breach of the provisions of this Agreement shall not constitute a waiver of any
other provision nor a waiver of any subsequent breach or violation of any provision of this
Agreement. Acceptance by City of any work or services by Consultant shall not constitute a
waiver of any of the provisions of this Agreement.
SECTION 30. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the laws of the
State of California. In the event of litigation between the parties, venue in state trial courts shall
lie exclusively in the County of Los Angeles, California. In the event of litigation in a U.S.
District Court, venue shall lie exclusively in the Central District of California, in Los Angeles.
-11-
LA #4824-3482-9584 v3
SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any provision
of this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to
an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to
which it may be entitled.
SECTION 32. ENTIRE AGREEMENT.
This Agreement, including the attached Exhibits "A" through "C", is the entire, complete,
final and exclusive expression of the parties with respect to the matters addressed therein and
supersedes all other agreements or understandings, whether oral or written, or entered into
between Consultant and City prior to the execution of this Agreement. No statements,
representations or other agreements, whether oral or written, made by any party which are not
embodied herein shall be valid and binding. No amendment to this Agreement shall be valid and
binding unless in writing duly executed by the parties or their authorized representatives.
SECTION 33. SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or determined by any
court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of
this Agreement shall not be affected thereby and the Agreement shall be read and construed
without the invalid, void or unenforceable provision(s).
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first -above written.
ATTEST:
Peggy kd
City Clerk
-12-
LA #4824-3482-9584 v3
CITY OF TEMPLE CITY
By:
Jose Py fid ' try Manager
l
APPROVED AS TO FORM
By: 6 t
Eric S. V
City Attorney
By: By:
Its:Its:
NOTE: CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND
APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE
REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO DEVELOPER'S
BUSINESS ENTITY.
-13-
LA #4824-3482-9584 v3
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF
On t ,?0'2 -before me, '" tom' t ii-' - , personally appeared I�isl t ! 's f-, proved to me on
the basis of satisfactory evidence to bebe t�s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/hentheir authorized capacity(ies), and that by
his/her/their signature(;) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
=Publlc
UO
WITNESS my hand and official seal. 1912591
CaliforniaCounty Dec 5, 2014
Signature:' { y i
t l 191
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER
❑ INDIVIDUAL
❑ CORPORATE OFFICER
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
LA #4324-3482-9534 0
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
TITLE(S)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
LA #4324-3482-9534 0
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF
On _before me, personally appeared
❑ personally known to me - OR - ❑ proved to me on the basis of satisfactory evidence to be the person(s) whose
names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
(SIGNATURE OF NOTARY)
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER
❑ INDIVIDUAL
❑ CORPORATE OFFICER
TITLE(S)
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL
❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
LA #4824-3482-9594 v3
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
EXHIBIT "A"
SCOPE OF SERVICES AND METHOD OF COMPENSATION
L Method of Compensation
A. Consultant shall be compensated at the rates specified in Exhibit B in accordance
with the terms and limitations of this Exhibit.
IL Consultant will perform the following Services and be compensated in accordance
with the following:
BUILDING CODE RELATED SERVICES
A. Except where excluded in paragraph B, the Consultant will review development
plans, calculations and reports for compliance with the City ordinances, the most
current California construction codes and other applicable rules, regulations or
laws on an as -needed basis. Consultant shall be compensated at the percentage
stated in Exhibit B for all work for which the City receives a full plan check fee,
and Consultant shall be compensated hourly for all plan review services for which
no fee is paid or for which a reduced fee is collected by the City.
B. Review by Consultant of soils and geology investigations or other similar work is
excluded fi-om this agreement. Where requested by the City, Consultant will
assist City in selecting a qualified consultant to act in the capacity of City Soils
and Geology Consultant.
C. The Consultant will arrange for pick-up and delivery of the plans from and to the
City Hall, and any such costs for pick-up and delivery shall be included within the
limits of paragraph A.
D. The Consultant will be available and facilitate any meetings with project owners,
applicants or City staff, as necessary. If needed, the City will provide space for
meetings between the Consultant and the applicant and/or property owner. Where
a full pian check fee has been paid, compensation for the time spent in such
meetings shall be considered part of the compensation paid in paragraph A,
except that consultant shall be permitted to recover travel time on an hourly basis.
Where no plan check fee has been paid, or where a reduced plan check fee has
been collected by the City, Consultant shall be compensated on an hourly basis.
E. The Consultant will provide building inspector services on an as -need basis.
Consultant shall be compensated on an hourly basis.
Ll #4824-3482-9584 v3
A-1
F. The Consultant will provide permit technician services on an as -need basis.
Consultant shall be compensated on an hourly basis.
G. When requested by the City Manager, Consultant will attend Council,
Commission, and Committee meetings. Consultant shall be compensated on an
hourly basis.
H. Where requested, the Consultant will establish building code related conditions of
approval for projects requiring Planning Commission or Council approval.
Consultant shall be compensated on an hourly basis.
1. Consultant's average initial plan review time shall comply with the following:
Proiect ValuationReview Time
Up to $250,000 2 weeks
$250,001 to $750,000 3 weeks
$750,000 and more 3 to 6 weeks"
(*depending on actual scope)
CITY ENGINEER SERVICES
A. The consultant will assist the City in the review of matters pertaining to all work
located within the public right of way or on property owned by the City.
Consultant shall be compensated on an hourly basis.
B. The consultant will be available for meetings related to all work located within
the public right of way or on property owned by the City. Consultant shall be
compensated on an hourly basis.
C. When requested by the City Manager, Consultant will attend Council,
Commission, and Committee meetings. Consultant shall be compensated on an
hourly basis.
D. The Consultant will prepare reports, investigations, studies and evaluations as
may be required and directed by the City Manager. Where not part of a separate
agreement, Consultant shall be compensated on an hourly basis. Where such
work is part of a separate agreement, Consultant shall be compensated in
accordance with the terms of such separate agreement.
E. The Consultant will provide Water Service Contract Management. Consultant
shall be compensated on an hourly basis.
F. The Consultant will review proposed improvements in the public right of way and
land developments and provide recommendations as to engineering matters to
IA #4824-3482-9584 V3
A-2
insure conformance with the City's Municipal Code, CAMUTCD, CVC and other
State Laws including all statutory functions required by the State Subdivision
Map Act. Consultant shall be compensated on an hourly basis.
G. Where requested, the Consultant will establish conditions of approval for projects
requiring Planning Commission or Council approval. Consultant shall be
compensated on an hourly basis.
H. Traffic Engineering Services. Consultant will provide traffic engineering services
as -needed. Where not part of a separate agreement, Consultant shall be
compensated on an hourly basis. Where such work is part of a separate
agreement, Consultant shall be compensated in accordance with the terms of such
separate agreement.
GRANT RELATED SERVICES
The consultant will advise the City Manager as to engineering and construction financing
opportunities available from other government agencies and, when so directed, prepare
and initiate application requests for potential funding. Where not part of a separate
agreement, Consultant shall be compensated on an hourly basis. Where such work is part
of a separate agreement, Consultant shall be compensated in accordance with the terms of
such separate agreement.
CAPITAL IMPROVEMENT PROTECTS
The Consultant will assist City with identification and development of capital
improvement projects. This scope shall specifically include, but not be limited to,
program management, project management, design, construction, construction
management, project closeout, and labor compliance. Where required Consultant will
also provide a "Resident Engineer" as defined by the state or federal funding source.
Where not part of a separate agreement, Consultant shall be compensated on an hourly
basis. Where such work is part of a separate agreement, Consultant shall be compensated
in accordance with the terms of such separate agreement.
III. As part of the Services, Consultant will prepare and deliver the following tangible
work products to the City:
Provide project deliverables to staff on a case by case basis or a separate request for
services on a project by project basis as approved by the City Manager, Community
Development Director or their designees.
1,A#4824-3482-9584 v3
A-3
IV. During performance of the Services, Consultant will keep the City appraised of the
status of performance by delivering the following status reports:
When requested by the City, provide a report on current projects including status,
submittal and return dates and actual pian review time for projects where the Consultant
is being compensated on an hourly basis.
V. Performance of the Services:
A. Consultant represents that it employs or will employ at its own expense, all
personnel required for the satisfactory performance of any and all tasks and
services, per the terms of this Agreement.
B. Consultant represents that the services required herein will be performed by
Consultant, or under Consultant's direct supervision, and that all personnel
performing such services shall be fully qualified.
C. Consultant shall ensure that services performed under the terms of this Agreement
are in full compliance with all applicable federal, state and local laws.
D. Consultant shall work closely with the City Manager or other City designated
representative, who shall be the liaison representative of the City and shall, on a
continuous basis, review and approve Consultant's work. Consultant shall ensure
that the City has reviewed and approved all required work, per the terms of this
Agreement.
E. Consultant shall make no change in the character or extent of the services
required by this Agreement, except as may be authorized in writing by the City.
Such supplemental authorization shall set forth the specific changes of services to
be performed and any related extension of time and/or adjustment of fee to be
paid to Consultant by City.
VI. Consultant will utilize the following personnel to accomplish the Services:
A. Robert Quintero — Contract Manager
B. Craig Melicher, PE, CBO,- Principal, Building and Safety Services
C. Neville Pereira, PE, CBO — Building Official Alternate
D. Ayla Erfigen, CBO — Building Official Alternate
E. Ali Cayir, PE — Principal, Public Works/Engineering Services
CA #4824-3482-9584 v3
A-4
F. David Ragland, PE, PLS — Deputy City Engineer, General Admin and Capital
Projects Admin Support
G. Michael Ackerman, PE — Deputy City Engineer, General Admin and
Development Review Support
H. Mike Schnepf — PW Inspection Support
I. Ytmus Rahi, PE, TE, PTOE — Traffic Engineering Support
J. Selim Bouhamidi — Grants and Funding Support
K. Jana Robbins — Traffic Engineering Support
VII. AMENDMENT
The Scope of Services, including services, work products, and personnel, are subject to
change by mutual Agreement. In the absence of mutual Agreement regarding the need to change
any aspects of performance, Consultant shall comply with the Scope of Services as indicated
above.
LA #4824-3 482-9584 v3
A-5
EXHIBIT "B"
COMPENSATION
L Consultant shall use the following rates of pay in the performance of the Services:
TRANSTECH ENGINEERS, INC. STANDARD HOURLY
RATES Effective through June 30, 2013
Classification
Hourly Rate
Senior Engineer
$145-$160
Project Manager
$140-$155
Project Engineer
$130-$145
Staff Engineer
$115-$130
CADD Designer
$95-$110
Planner
$125-$140
Transportation Analyst
$115-$130
Plan Checker
$85-$100
Construction Manager
$140-$155
Inspector (PW)
$85-$95
Inspector (Building)
$65-$75
Engineering Technician
$60-$70
Administrative/Clerical
$45-$55
2 -Man Survey Crew
$190
Funds Analyst
$105-$115
Reimbursable direct expenses are billed at cost plus 10% for administration fee.
Annual Rate Adjustment: Effective July 1, 2013, and on each July I" thereafter, the hourly rates
set forth in this Exhibit `B" shall be automatically increased by the percentage change Los
Angeles -Riverside -Orange County Consumer Price Index -All Urban Consumers ("CPI -U") for
the preceding twelve month period beginning April 1 and ending March 31" as calculated and
reported by the U.S. Department of Labor Bureau of Labor Statistics. Rate increases shall be
rounded to the nearest $1 increment. In the event that the percentage change in the CPI -U is zero
or a negative number, then no adjustment in the hourly rates shall be made.
Buildina Plan review services for work not located within the public right of way: For services
provided, Consultant shall be paid 55% of the total fees collected based on City's current fee
schedule. Where no fee is collected by the City or where a reduced fee is collected by the City,
Consultant shall be paid on an hourly basis.
LA #4824-3482-9584 v3 B I
Building Official Presence at Citv Hall: at $120/hr rate.
Public works and engineering (non -building) plan check, and as -needed Public Works
and B u i 1 d i n gT inspection services: For services provided, Consultant shall be paid on an
hourly basis.
City Engineer Presence at City Hall: Hourly at $120/lur rate.
Development Review: For services provided, Consultant shall be paid on an hourly basis.
Preparation of Applications for potential Funds and Grants: The fee will depend on the required
scope by the funding program. A scope and fee will be negotiated based on application type
at the time a target finding program and subsequent project is identified.
Capital Projects Design and Construction Management: The fee will depend on the type, size,
scope and complexity of the project and required level of service and staffing. Caltrans
guidelines will be used in establishing scope and fee ranges. A scope and fee will be
negotiated based on specific project requirements.
The above standard hourly rate table indicates that the rates are Effective through June 30, 2013.
To provide further clarification, the following sentence is inserted: Hourly billing rates are
adjusted annually based on applicable Cost of Living hrdex.
II. The City will compensate Consultant for the Services performed upon submission of a
valid invoice. Each invoice is to include:
A. Where compensation is based on a percentage of the fees collected, the invoice
shall reflect the total fees collected by the City and shall indicate the total fee owed Consultant.
B. For work performed on an hourly basis, the invoice shall identify all personnel,
the service provided, the number of hours worked, and the hourly rate. Where a subconsultant
has provided a portion of the service, the invoice shall identify the subconsultant's invoice
amount, and a copy of the subconsultant's invoice will be provided as supporting documentation.
C. For work performed that will be paid in whole or in part by CDBG funds,
Consultant must obtain the City's pre -approval to charge for reimbursable expenses, and such
charges must be no more than the approved rates of the L.A. County Auditor -Controller.
D. Line items for all travel related costs incurred by Consultant in the normal
performance of the work without markup.
LA #'4824-3482-9584 v3 B-2
EXHIBIT "C"
INSURANCE
A. Insurance Requirements. Consultant shalt provide and maintain insurance,
acceptable to the City Manager or City Counsel, in full force and effect throughout the term of
this Agreement, against claims for injuries to persons or damages to property which may arise
from or in connection with the performance of the work hereunder by Consultant, its agents,
representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's
rating of no less than A:VIt. Consultant shall provide the following scope and limits of
insurance:
1. Minimum Scope of Insurance. Coverage shall be at least as broad as:
(a) Insurance Services Office form Commercial General Liability
coverage (Occurrence Form CG 0001).
(b) Insurance Services Office form number CA 0001 (Ed. 1/87)
covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or
equivalent forms subject to the written approval of the City.
(c) Workers' Compensation insurance as required by the Labor Code
of State of California and Employer's Liability insurance and covering all persons providing
services on behalf of the Consultant and all risks to such persons under this Agreement.
(d) Professional liability insurance appropriate to the Consultant's
profession. This coverage may be written on a "claims made" basis, and must include coverage
for contractual liability. The professional liability insurance required by this Agreement must be
endorsed to be applicable to claims based upon, arising out of or related to services performed
under this Agreement. The insurance must be maintained for at least 3 consecutive years
following the completion of Consultant's services or the termination of this Agreement. During
this additional 3 -year period, Consultant shall annually and upon request of the City submit
written evidence of this continuous coverage.
2. Minimum Limits of Insurance. Consultant shall maintain Limits of
insurance no less than:
(a) General Liability: $1,000,000 for each occurrence of bodily
injury, personal injury and property damage, and $2,000,000 annual aggregate.
(b) Automobile Liability: $1,000,000 per accident for bodily injury
and property damage.
LA #4824-3482-9584 v3 C-1
(c) A combined single limit policy with aggregate limits in an amount
of not less than $2,000,000 shall be considered equivalent to the said required minimum limits
set forth in Subsections (1) and (2) above.
(d) Workers' Compensation and Employer's Liability: Workers'
Compensation as required by the Labor Code of the State of California and Employers Liability
limits of not less than $1,000,000 per accident.
(e) Professional Liability: $1,000,000 per occurrence.
B. Other Provisions. Insurance policies required by this Agreement shall contain the
following provisions:
1. All Policies. Each insurance policy required by this Agreement shall be
endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either
party to this Agreement, reduced in coverage or in limits except after 30 days' prior written
notice by Certified mail, return receipt requested, has been given to City.
2. General Liability and Automobile Liability Coverages.
(a) City, and its respective elected and appointed officers, officials,
and employees and volunteers are to be covered as additional insureds as respects: Liability
arising out of activities Consultant performs; products and completed operations of Consultant;
premises owned, occupied or used by Consultant; or automobiles owned, leased, hired or
borrowed by Consultant. The coverage shall contain no special limitations on the scope of
protection afforded to City, and their respective elected and appointed officers, officials, or
employees.
(b) Consultant's insurance coverage shall be primary insurance with
respect to City, and its respective elected and appointed, its officers, officials, employees and
volunteers. Any insurance or self insurance maintained by City, and its respective elected and
appointed officers, officials, employees or volunteers, shall apply in excess of, and not contribute
with, Consultant's insurance.
(c) Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the limits of the insurer's
liability.
(d) Any failure to comply with the reporting or other provisions of the
policies including breaches of warranties shall not affect coverage provided to City, and its
respective elected and appointed officers, officials, employees or volunteers.
LA #4824-3432-9584 v3 2
3. Workers` Compensation and Employer's Liability Coverage. Unless the
City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of
subrogation against City, and its respective elected and appointed officers, officials, employees
and agents for losses arising from work performed by Consultant.
C. Other Requirements. Consultant agrees to deposit with City, at or before the
effective date of this contract, certificates of insurance necessary to satisfy City that the
insurance provisions of this contract have been complied with. The City Attorney may require
that Consultant furnish City with copies of original endorsements effecting coverage required by
this Section. The certificates and endorsements are to be signed by a person authorized by that
insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified
copies of all required insurance policies, at any time.
1. Consultant shall furnish certificates and endorsements from each
subcontractor identical to those Consultant provides.
2. Any deductibles or self-insured retentions must be declared to and
approved by City. At the option of City, either the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects City or its respective elected or appointed
officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing
payment of losses and related investigations, claim administration, defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall not be
construed to limit Consultant's liability hereunder nor to fulfill the indemnification provisions
and requirements of this Agreement.
LA #4824-3482-9584 v3 C-3