AGR-3384.3 - ALBERT GROVER & ASSOCIATES INC - TRAFFIC ENGINEERINGS SERVICES FOR SIGNAL AT PALM AVENUE AND LEMON STREETp,R 3374•3
CONSULTANT SERVICES AGREEMENT
THIS CONSULTANT SERVICES AGREEMENT the "AgreemenY') is made at
Orange, California, on tivs a day of anut r 20k9'(the `Bffective Date") by and
behveen the CIT'Y OF ORANGE, a municipal corporahon ("City"), and ALBERT GROVER &
ASSOCIATES, INC., a California corporation("Consultant"),who agree as follows:
1. Services. Subject to the terms and condirions set forth in this Agreement,
Consultant shall provide to the reasonable satisfaction of City the services set for[h in Exhibit"A,"
wluch is attached hereto and incorporated herein by this reference. As a material inducement to
City to enter into this Agreement, Consultant represents and warrants that it has thoroughly
investigated and considered the scope of services and fully understands the difficulties and
restricrions in performing the work. Consultant represents that it is experienced in performing the
work and will follow the highest professional standards in perfoimance of the work. All services
provided shall conform to all federal, state and local laws, mles and regulations and to the best
professional standazds and practices. T'he terms and conditions set forth in this Agreement shall
control over any terms and conditions in Exhibit "A" to the conhary.
Mr. Lazry Tay, City Traffic Engineer, shall be the person to whom Consultant will report
for the performance of services hereunder. It is understood that ConsultanYs perfoimance
hereunder shall be under the direction and supervision of City's Project Manager (or lus/her
designee), that Consultant shall coordinate its services hereunder with City's Project Manager to
the extent requued by City's Project Manager, and that all performances required hereunder by
Consultant shall be performed to the satisfaction of City's Project Manager and the City Manager.
2.Compensation and Fees.
a. Consultant's total compensation for all services perfocmed under this
Agreement, shall not exceed TWENTY-NINE THOUSAND NINE HLJNDRED DOLLARS and
00/100 ($29,900.00)without the prior written authorization of City.
b. The above fee shall include all costs, including, but not limited to, all
clerical, adminisharive, overhead, insurance, reproducrion, telephone, travel, auto rental,
subsistence and all related expenses.
3. Pavment.
a. As scheduled services aze completed, Consultant shall submit to City an
invoice for the services completed, authorized expenses and authorized ex a work actually
performed or incurred.
b. All such invoices shall state the basis for the amount invoiced, including
services completed,the number of hows spent and any extra work performed.
c.City will pay Consultant the amount invoiced within thirty (30) days after
the approval of the invoice.
d. Payment shall consritute payment in full for all services, authorized costs
and authorized exh a work covered by that invoice.
4. Chanae Orders. No payment for exua services caused by a change in the scope
or complexity of work, or for any other reason, shall be made unless and unril such extra services
and a price therefor have been previously authorized in writing and approved by City as an
amendment to this Agreement The amendment shall set forth the changes of work, extension of
time, and adjustment of the compensarion to be paid by City to Consultant.
5. Licenses. Consultant represents that it and any subconh actors it may engage,
possess any and all licenses which are required under state or federal law to perform the work
contemplated by this Agreement and that Consultant and its subcontractors shall maintain all
appropriate licenses, including a City of Orange business license, at its cost, during the
performance of this Agreement.
6. Indeaendent Contractor. At all times during the term of this Agreement,
Consultant shall be an independent contractor and not an employee o£City. City shall have the
right to conlrol Consultant only insofar as the result of ConsultanYs services rendered pursuant to
tlus Agreement. City shall not have the right to control the means by which Consultant
accomplishes services rendered pursuant to tlus Agreement. Consultant shall, at its sole cost and
expense, fumish all faciliries, materials and equipment which may be required for fiunishing
services pursuant to this Agreement. Consultant shall be solely responsible for, and shall
indemnify, defend and save City hazmless from all matters relating to the payment of its
subcontractors, agenu and employees,including compliance with social security,withholding and
all other wages, salaries, benefits, taxes, exacrions, and regulations of any nature whatsoever.
Consultant aclmowledges that Consultant and any subcontractors, agents or employees employed
by Consultant shall not, under any circumstances, be considered employees of City, and that they
shall not be enritled to any of the benefiu or rights afforded employees of City, including, but not
limited to, sick leave,vacarion leave,holiday pay, Public Employees Retirement System benefits,
or health, life, dental, long-term disability or workers' compensarion insurance benefits.
7. Consultant Not Aeent. Except as City may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, to bind City to any obligation
whatsoever.
8. Desienated Persons. Except as otherwise authorized by City's Project Manager,
only those persons designated in E chibit "A" shall perform work provided for under ttus
Agreement. It is understood by the patties that clerical and other nonprofessional work may be
performed by persons other than those designated.
9. Assianment or SubcontracHne. No assignment or subcontracting by Consultant
of any part of this Agreement or of funds to be received under this Agreement shall be of any force
or effect unless the assignment has had the prior written approval of City. City may terminate tlus
Agreement rather than accept any proposed assignment or subcontracting. Such assigament or
subcontracting may be approved by the City Manager or his/her designee.
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10. Time of Completion. Consultant agrees to commence the work provided for in
this Agreement within ten (10) days of the date herein above stated and to diligently prosecute
completion of the work in accordance with the time period set forth in Exhibit "A" hereto or
otherwise agreed to by and behveen the representatives of the parties.
11. Time Is of the Essence. Time is of the essence in this Agreement. Consultant
shall do all things necessary and incidental to the prosecution of ConsultanYs work
12. Reserved.
13. Delays and Extensions of Time. Consultant's sole remedy for delays outside its
control, other than those delays caused by City, shall be an extension of time. No matter what the
cause of the delay,Consultant must document any delay and request an extension oftime in writing
at the time of the delay to the satisfaction of City. Any extensions gznted shall be limited to the
length of the delay outside ConsultanYs conuol. If Consultant believes that delays caused by City
will cause it to incur additional costs, it must specify, in writing, why the delay has caused
addirional costs to be incurred and the exact amount of such cost at the time the delay occurs. No
addirional costs can be paid that exceed the not to exceed amount stated in Secrion 2.a, above,
absent a written amendment to this Agreement.
14. Products of Consultant. The documents, studies, reports, plans, citations,
materials, manuals and other products produced or provided by Consultant for this Agreement
shall become the property of City upon receipt. Consultant shall deliver all such products to City
prior to payment for same. CiTy may use, reuse or otherwise urilize such products without
restriction.
15. Equal Emplovment Opportunitv. During the perfoimance of this Agreement,
Consultant agrees as follows:
a. Consultant shall not discriminate against any employee or applicant for
employment because of race, color,religion, sex, narional origin, mental or physical disability, or
any other basis prohibited by applicable law. Consultant shall ensure that applicants aze employed,
and that employees aze h eated during employment, without regazd to their race, color, religion,
sex, national origin,mental or physical disability, or any other basis prohibited by applicable law.
Such actions shall include,but not be limited to the following: employment,upgrading, demotion
or transfer,recmitment or recruitment advertising,layoff or terminarion,rates ofpay or other forms
of compensation and selection for training, including apprenriceship. Consultant agrees to post in
conspicuous places, available to employees and applicants for employment, a notice setting forth
provisions of this non-discrimination clause.
b. Consultant shall, in all solicitations and advertisements for employees
placed by, or on behalf of Consultant, state that all qualified applicants will receive consideration
for employment without regazd to race, color, religion, sex, narional origin, mental or physical
disability, or any other basis prohibited by applicable law.
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c.Consultant shall cause the foregoing paragraphs (a)and(b)to be inserted in
all subcontracts for any work covered by this Agreement, provided that the foregoing provisions
shall not apply to subcontracts for standazd commercial supplies or raw materials.
16. Conflicts of Interest. Consultant agrees that it shall not make, participate in the
making, or in any way attempt to use its position as a consultant to influence any decision of City
in wlvch Consultant lmows or has reason to know that Consultant, its officers, partners, or
employees have a financial interest as defined in Section 87103 of the Government Code.
17. Indemnitv.
a. To the fullest extent permitted by law, Consultant agrees to indemnify,
defend and hold City, its City Council and each member thereof, and the officers, officials, agents
and employees of City(collectively the "Indemnitees") entirely harmless from all liabIlity arising
out of:
1) Any and all claims under workers' compensarion acts and other
employee benefit acts with respect to ConsultanYs employees or ConsultanYs contractor's
employees arising out of ConsultanYs work under this Agreement, including any and all claims
under any law pertaining to ConsultanYs status as an independent contractor; and
2) Any claim, loss, injury to or death of persons or damage to property
caused by any act, neglect, default, or omission other than a professional act or omission of the
Consultant, or person, firm or coiporarion employed by the Consultant, either directly or by
independent contract, including all damages due to loss or theft sustained by any person, firm or
corporation including the Indemnitees, or any of them, arising out of, or in any way connected
with the work or services wluch are the subject of this Agreement, including injury or damage
either on or off City's property; but not for any loss, injury, death or damage caused by the active
negligence or willful misconduct of City. The Consultant, at ConsultanYs own expense, cost and
risk, shall indemnify any and all claims, actions, suits or other proceedings that may be brought or
insrituted against the Indemnitees on any such claim or liability covered by this subpazagraph, and
shall pay or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in
any action, suit or other proceedings as a result of coverage under this subpazagraph.
b. To the fullest extent permitted by law, Consultant agrees to indemnify and
hold Indemnitees entirely hazmless from all liability arising out of any claim, loss, injury to or
death of persons or damage to property caused by the negligent professional act or omission in the
performance of professional services pursuant to this Agreement.
c. Except for the Indemnitees, the indemnifications provided in this
Agreement shall not be construed to extend any third party indemnificafion rights of any kind to
any person or enrity which is not a signatory to this Agreement.
d. The indemnities set forth in this section shall survive any closing,
rescission, or termination of this Agreement, aad shall continue to be binding and in full force and
effect in perpetuity with respect to Consultant and its successors.
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18. Insurance.
a. Consultant shall carry workers' compensation insurance as required by law
for the protection of its employees during the progress of the work. Consultant understands that it
is an independent contractor and not enritled to any workers' compensarion benefits under any
City program.
b. Consultant shall maintain during the life of this Agreement the following
minimum amount of comprehensive general liability insurance or commercial general liability
insurance: the greater of (1) One Million Dollazs ($1,000,000) per occurrence; or (2) all the
insurance wverage and/or limits carried by or available to Consultant. Said insurance shall cover
bodily injury, death and property damage and be written on an occurrence basis.
c.Consultant shall maintain during the life of this Agreement, the following
minimum amount of automotive liability insurance: the greater of(1) a combined single limit of
One Million Dollazs ($1,000,000); or (2) all the insurance coverage and/or limits cazried by or
available to Consultant. Said insurance shall cover bodily injury, death and property damage for
all owned,non-owned and hired vehicles and be written on an occurrence basis.
d. Any insurance proceeds in excess of or broader than the minimum required
coverage and/or minimum required limits which aze applicable to a given loss shall be available
to City. No representarion is made that the minimum insurance requirements of ttus Agreement
aze sufficient to cover the obligations of Consultant under tlus Agreement.
e.Each policy of general liability and automotive liability shall provide that
City, its officers, officials, agents, and employees aze declazed to be additional insureds under the
terms of the policy, but only with respect to the work performed by Consultant under this
Agreement. A policy endorsement to that effect shall be provided to City along with the certificate
of insurance, wluch endorsement shall be on Insurance Services Office, Inc. Form CG 20 10 10
Ol. In lieu of an endorsement,City will accept a copy of the policy(ies)which evidences that City
is an addirional insured as a contracting party. The minimum coverage required by Subsection
18.b and c, above, shall apply to City as an additional insured.
f.Consultant shall maintain during the life of this Agreement professional
liability insurance covering errors and omissions arising out of the performance of tlus Agreement
with a minimutn limit of One Million Dollazs ($1,000,000)per claim. Consultant agrees to keep
such policy in force and effect for at least five (5) yeazs &om the date of completion of this
Agreement.
g. The insurance policies maintained by Consultant shall be primary insurance
and no insurance held or owned by City shall be called upon to cover any loss under the policy.
Consultant will determine its own needs in procurement of insurance to cover liabiliries other than
as stated above.
h. Before Consultant performs any work or prepazes or delivers any materials,
Consultant shall fumish certificates of insurance and endorsements, as required by City,
evidencing the aforementioned minimum insurance coverages on forms acceptable to CiTy,which
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shall provide that the insurance in force will not be canceled or allowed to lapse without at least
ten(10) days' prior written notice to City.
i.Except for professional liability insurance coverage that may be required by
this Agreement, all insurance maintained by Consultant shall be issued by companies admitted to
conduct the pertinent line of insurance business in Califomia and having a rating of Grade A or
better and Class VII or better by the latest edirion of Best's Key Rating Guide. In the case of
professional liability insurance coverage, such coverage shall be issued by companies either
licensed or admitted to conduct business in Califomia so long as such insurer possesses the
aforementioned BesYs rating.
j Consultant shall immediately notify City if any required insurance lapses or
is otherwise modified and cease performance of this Agreement unless otherwise directed by City.
In such a case, City may procure insurance or self-insure the risk and chazge Consultant for such
costs and any and all damages resulting therefrom, by way of set-off from any sums owed
Consultant.
k. Consultant agrees that in the event of loss due to any of the perils for which
it has agreed to provide insurance, Consultant shall look solely to its insurance for recovery.
Consultant hereby gants to City,on behalf of any insurer providing inswance to either Consultant
or CiTy with respect to the services of Consultant herein,a waiver of any right to subrogation which
any such insurer may acquire against City by virtue of the payment of any loss under such
insurance.
l.Consultant shall include all subcontractors, if any, as insureds under its
policies or shall fiunish separate certificates and endorsements for each subcontractor to City for
review and approval. All coverages for subcontractors shall be subject to all of the requuements
stated herein.
19. TerminaHon. City may for any reason ternunate this Agreement by giving the
Consultant not less than five (5) days' written notice of intent to terminate. Upon receipt of such
notice, the Consultant shall immediately cease work, unless the notice from City provides
otherwise. Upon the termination of this Agreement, City shall pay Consultant for services
sarisfactorily provided and all allowable reimbursements incurred to the date of tetmination in
compliance with this Agreement,unless termination by City shall be for cause,in which event City
may withhold any disputed compensarion. City shall not be liable for any claim of lost profits.
20. Maintenance and Insnection of Records. In acwrdance with generally accepted
accoun[ing principles, Consultant and its subcontractors shall maintain reasonably full and
complete books, documents, papers, accounting records, and other information (collectively, the
records")pertaining to the costs of and complerion of services performed under this Agreement.
City and its authorized representatives shall have access to and the right to audit and reproduce
any of Consultant's records regazding the services provided under this Agreement. Consultant
shall maintain all such records for a period of at least three(3)yeazs after temiinarion or completion
of this Agreement. Consultant agrees to make available all such records for inspection or audit at
its offices during normal business hours and upon three (3) days' no6ce from City, and copies
thereof shall be fumished if requested.
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21. Comuliance with all Laws/Immiarafion Laws.
a. Consultant shall be lmowledgeable of and comply with al] local, state and
federal laws which may apply to the performance of this Agreement.
b. Consultant represents and warrants that Consultant:
1) Has complied and shall at all rimes during the term of this
Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes,
and orders, including, without limitarion, the Immigation Reform and Confrol Act of 1986
IRCA); and
2) Has not and will not lmowingly employ any individual to perform
services under this Agreement who is ineligible to work in the United States or under the terms of
this Agreement; and
3) Has properly maintained, and shall at all tunes during the term of
tlus Ageement properly maintain, all related employment documentation records including,
without lunitation, the completion and maintenance of the Form I-9 for each of ConsultanYs
employees; and
4) Aas responded, and shall at all times during the term of this
Agreement respond, in a timely fashion to any government inspection requests relating to
immigration law compliance and/or Foim I-9 compliance and/or worksite enforcement by the
Department of Homeland Security, the Department of Labor, or the Social Security
Administration.
c.Consultant shall requ'ue all subcontractors or sub-consultants to make the
same representations and warranties as set forth in Subsection 21.b.
d. Consultant shall, upon request of City, provide a list of all employees
working under tlus Agreement and shall provide,to the reasonable sarisfaction of City,verification
that all such employees aze eligible to work in the United States. All costs associated with such
verification shall be bome by the Consultant. Once such request has been made, Consultant may
not change employees working under this Agreement without written notice to City, accompanied
by the verification required herein for such employees.
e.Consultant shall require all subcontractors or sub-consultants to make the
same verification as set forth in Subsecrion 21.d.
f.If Consultant, subcontractor or sub-consultant lmowingly employs an
employee providing work under this Agreement who is not authorized to work in the United States,
and/or fails to follow federal laws to determine the status of such employee, that shall coasritute a
material breach of tlus Agreement and may be cause for immediate termination of this Agreement
by City.
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g.Consultant agrees to indemnify and hold City, its officials, and employees
harmless for, of and from any loss, including but not lunited to fines, penalties and corrective
measures, City may sustain by reason of the ConsultanYs failure to comply with said laws, rules
and regulations in connection with the performance of this Agreement.
22. Governine Law and Venue. This Agreement shall be construed in accordance
with and govemed by the laws of the State of California and Consultant agrees to submit to the
jurisdiction of Califomia courts. Venue for any dispute arising under this Agreement shall be in
Orange County, Califomia.
23. Inte¢ration. T1us Agreement constitutes the entire agreement of the parties. No
other agreement, oral or written,pertaining to the work to be performed under this Agreement shall
be of any force or effect unless it is in writing and signed by both parties. Any work performed
which is inconsistent with or in violarion of the provisions of this Agreement shall not be
compensated.
24. Notice. Except as otherwise provided herein, all notices required under this
Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail,
postage prepaid, to each party at the address listed below. Either party may change the notice
address by norifying the other party in writing. Notices shall be deemed received upon receipt of
same or within three(3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e-
mail shall be deemed received on the date of the e-mail fransmission.
CONSULTANT" CITY"
Albert Grover&Associates, Inc, City of Orange
211 Imperial Highway, Suite 208 300 E. Chapman Avenue
Fullerton, CA 92835 Orange, CA 92866-1591
Attn.: Chalap K. Sadam Attn.: Lany Tay
Telephone No.: (714) 992-2990 Telephone No.: (714) 744-5534
E-Mail Address: aga@albertgrover.com E-Mail Address: ltay@cityoforange.org
25. Counternarts. T'his Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Signatures transmitted via facsimile and elecfronic mail shall have the same effect as
original signatures.
Remainder ofpage intentionally left blank;signatures on nextpageJ
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IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
yeaz and day first above written.
CONSiJLTANT" CITY"
ALBERT GROVER&ASSOCIATES, INC, CI1'I' OF ORANGE, a municipal corporarion
a Calif 'a corp rion
By: By:
Printed ame: r 2f Rick Otto, City Manager
Title:yp ir t
gy'
PrintedName: C
Title: re w q ed- APPROVED AS TO FORM:
Mary E. B- ' g
Senior Assistant City Att e
NOTE:City reguires the following signature(s) on beha[f of the Consu[tant:
l) the Chairnran of the Board, the President or a VicePresident, AND (2) the
Secretary, the Chief Financia[Officer, the Treasurer, an Assistant Secretary or
an Assistant Treasurer. If only one corporate officer exists or one corporate
officer holds more than one corporate o ce,p[ease so indicate. OR
The corporate officer named in a corporate resolution as authorized to enter into
this Agreement A capy of the corporate resolution, certified by the Secretary
close in time to the execution of theAgreement, must be provided to City.
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EXHIBIT "A"
SCOPE OF SERVICES
Beneath this sheet.]
ALBERT
GROVER &ASOCIA'I'ES
December 5, 2019
Mr. LarryTay, PE,TE, PTOE
City of Orange
Public Works Department
300 E. Chapman Avenue
Orenge, California 92866
RE: Traffic Engineering Services far a New Tre c Signal at the Intersection of Palm Avenue and
Lemon Street
Dear Mr.Tay:
Albert Grover&Associates, Inc. (AGA) is pleased to respond to the City of Orenge's Request for Proposal
RFP) received on November 27, 2019, to provide Treffic Engineering Services for the design of a new
treffic signal at the intersection of Palm Avenue and Lemon Street.
In accordance with the Scope of Work provided in the RFP, AGA will provide the following services:
Surveyfor Bose Mapping.AGA along with its sub consultant CEJ Engineers, Inc.will conduct a
field survey for base mapping to locate all topographic features with the project limits.This
field survey will be completed using an Electronic Total Station and field notes will be on 8
1/2"by 11"bond paper.The AGA team will walk the project site with the City Project Manager
to fully understand the required data to be collected and deliverables needed bythe City prior
to beginning survey and design work.
Utility Coordination. AGA will conduct underground utility research to identify any potential
conflicts with the proposed tre c signal equipment.AGAwill followthe City's procedures and
maintain a Utility Notification Log. All utility information will be shown on the final
construction plans.
Plans, Specifications, and Estimates. Tra c signal design plans will include all symbols,
abbreviations,and other requirements by the City.AGA will evaluate,recommend and design
on appropriateness of protected-permissive left turn (PPLT) phasing operations.
Miscellaneous. AGA will submit three(3)set of check prints as requested by the City.AGA will
attend meetings as necessary and coordinate with the City to make sure project goals are
met.
A preliminary review of the project intersection was completed and a few challenges/observations were
made which will be taken into consideretion during the course of the projec[.Some of these items are as
follows:
Curb ramps on northwest; southwest, and southeast corners appear to be ADA compliant,
however due to construction activities while installing the new tra c signal equipment, it is
2 i Imperial Highway,Suite zo8,Fullerton,CA 9z835
7 4)992-z990 FAX(7iq)9q2-z883 E-Mail:aga@albertgrover.com
Mr. LarryTay, PE,TE, PTOE
December 5,2019
Page 2
anticipated that these ramps will be disturbed and all curb remps wiil need to be
reconstructed.
Existing catch basin and telephone pole on southeast corner will present challenges when
locating new treffic signal equipment.Special attention will be given to this corner.
Concrete restorations on southwest corners will need to match existing decorative concrete.
Narrow streets with on-street parking. Potential parking resfrictions may be required.
Project Schedule and Fee
The scope of work outiined in the RFP can be completed for a total lumps sum design fee of$19,500 and
may be completed within the time identified in the RFP project schedule.This fee includes all necessary
plans,specifications,estimates,and all work necessary to obtain City of Orange concurrence and approval
of the new traffic signal design at the intersection of Palm Avenue and Lemon Street.
As an optional task,the AGA Team may perform any necessary potholing to identify the exact location of
the proposed traffic signal poles. An additional allocation of$9,000 is recommended for this task. If this
optional task is requested by the City the total project cost will be$28,500.
The AGATeOm looks forward to working with the City on this important project. If you have any questions
on any aspect of this proposal, please don't hesitate to give me a call at (714) 992-2990. As the Vice
President of AGA, I am duly authorized to negotiate with the City and contractually bind AGA with my
signature.
Respectfully submitted,
Cha ap .E.
Vice President
A.t,.
G0.UVERd