EXHIBIT A
AGREEMENT FOR DESIGN PROFESSIONAL SERVICES
This Agreement is made and entered into as of thel3 day of FibkuAe42020, by and between the City of Pleasant Hill ("City") and Alta Planning + Design, Inc., ('Consultant").
RECITALS
A. Consultant is specially trained, experienced and competent to perform the special services which shall be required by this Agreement; and Consultant possesses the skill, experience, ability, background, certification, and knowledge to provide the services described in this Agreement on the terms and conditions described herein.
AGREEMENT
Scope of Services. The Consultant shall furnish the following services in a professional manner:
Consultant shall perform the services described on Exhibit A which is attached hereto and incorporated herein by reference. Consultant shall provide said services at the time, place, and in the manner specified in Exhibit A, subject to the direction of the City through its staff that it may provide from time to time. Consultant shall, without additional compensation, correct or revise any errors or deficiencies in its studies, reports, designs, drawings, specifications and other services.
Time of Performance. The services of Consultant are to commence upon execution of this Agreement and shall continue until all authorized work is approved by the City. All such work shall be completed no later than December 31, 2020.
3. Compensation. Compensation to be paid to Consultant shall be in accordance with the Schedule of Charges set forth in Exhibit A, which is attached hereto and incorporated herein by reference. In no event shall Consultant's compensation exceed $52.000.00. without additional authorization from the City. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment.
4. Method of Payment. Consultant shall submit monthly billings to City describing the work performed during the preceding month. Consultant's bills shall include a brief description of the services performed, the date the services were performed, the number of hours spent and by whom, and a description of any reimbursable expenditures. City shall pay Consultant no later than 30 days after approval of the monthly invoice by City staff. When payments made by City equal 90% of the maximum fee provided for in this Agreement, no further payments shall be made until the final work under this Agreement has been accepted by City. 1 Ownership of Documents. All plans, studies, documents and other writings prepared by and for Consultant, its officers, employees and agents, and subcontractors in the course of implementing this Agreement, except working notes and internal documents, shall become the property of the City upon payment to Consultant for such work, and the City shall have the sole right to use such materials in its discretion without further compensation to Consultant or to any other party. Consultant shall, at Consultant's expense, provide such reports, plans, studies, documents and other writings to City upon written request. 6 Independent Contractor. It is understood that Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and shall not act as an agent or employee of the City. Consultant shall obtain no rights to retirement benefits or other benefits which accrue to City's employees, and Consultant hereby expressly waives any claim it may have to any such rights.
7. Interest of Consultant. Consultant (including principals, associates, and professional employees) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered by this Agreement or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Consultant's services hereunder.
Consultant further covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement.
Consultant is not a designated employee within the meaning of the Political Reform Act because Consultant:
a. shall conduct research and arrive at conclusions with respect to his/her rendition of information, advice, recommendation or counsel independent of the control and direction of the City or of any City official, other than normal agreement monitoring; and b. possesses no authority with respect to any City decision beyond rendition of information, advice, recommendation or counsel. (FPPC Reg. 18700(a)(2).) Professional Ability of Consultant. City has relied upon the professional training and ability, of Consultant to perform the services hereunder as a material inducement to enter into this Agreement. Consultant shall, therefore provide properly skilled professional and technical personnel to perform all services under this Agreement. All work performed by Consultant under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent professionals in Consultant's field of expertise.
9. Indemnity.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of 2 action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's services, the project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney's fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.
b. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance of "design professional" services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault.
The provisions of this section survive the completion of the services or the termination of this contract.
10. Insurance Requirements.
a. Consultant, at Consultant's own cost and expense, shall procure and maintain, for the duration of the contract, the following insurance policies. i. Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his/her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non-renewal of all Workers' Compensation policies must be received by the City at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City.
General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than two million dollars ($2,000,000) per occurrence for bodily injury, personal injury and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply 3 separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. iii. Automobile Liability Coverage. Consultant shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired and non-owned vehicles, in an amount of not less than two million dollars ($2,000,000) combined single limit for each occurrence.
iv. Professional Liability Coverage. Consultant shall maintain professional errors and omissions liability insurance for protection against claims alleging negligent acts, errors or omissions which may arise from Consultant's operations under this Agreement, whether such operations be by the Consultant or by its employees, subcontractors, or sub-consultants. The amount of this insurance shall not be less than two million dollars ($2,000,000) on a claims-made annual aggregate basis, or a combined single limit per occurrence basis. b. Policy Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing a Best's rating of no less than A: VII and shall be endorsed with the following specific language:
i. The City of Pleasant Hill, its elected or appointed officers; officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work or operations.
il. This policy shall be considered primary insurance as respects the City, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with it.
If Consultant maintains higher insurance limits than the minimums specified herein, City shall be entitled to coverage for the higher limits maintained by the Consultant.
111. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring Consultant.
iv. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents or volunteers.
4 V. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days written notice has been received by the City.
C. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the City's option, Consultant shall demonstrate financial capability for payment of such deductibles or self-insured retentions.
d. Certificates of Insurance and Endorsements. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. e. Wasting Policies. No policy required herein shall include a "wasting" policy limit (i.e. limit that is eroded by the cost of defense).
f. Waiver of Subrogation. Consultant hereby agrees to waive subrogation which any insurer or contractor may require from Consultant by virtue of the payment of any loss. Consultant agrees to obtain any endorsements that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
11. Compliance with Laws. Consultant shall use the standard of care in its profession to comply with all applicable federal, state and local laws, codes, ordinances, and regulations.
12. Licenses. Consultant represents and warrants to City that it has all licenses, permits, qualifications, insurance, and approvals of whatsoever nature which are legally required of Consultant to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance, and approvals which are legally required of Consultant to practice its profession. Consultant shall maintain a City of Pleasant Hill business license.
13. Controlling Law Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in a state court in the County of Contra Costa, Martinez, California.
14. Written Notification. Any notice, demand, request, consent, approval or communication that either party desires or is required to give to the other party shall be in writing and either served personally or sent prepaid, first-class mail. Any such notice, demand, etc. shall be addressed to the other party at the address set forth hereinbelow. Either party may change its address by notifying the other party of the change of address. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section. 5 If to City: Mario Moreno, City Engineer
City of Pleasant Hill
100 Gregory Lane
Pleasant Hill, CA 94523-3323
If to Consultant: Brett Hondorp, President
Alta Planning + Design, Inc.
711 SE Grand Avenue
Portland, OR 97214
15. Consultant's Books and Records.
Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City for a minimum • period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant to this Agreement.
b. Consultant shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement.
C. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Auditor or a designated representative of these officers. Copies of such documents shall be provided to the City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon; the records shall be available at Consultant's address indicated for receipt of notices in this Agreement.
Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Consultant's business, City may, by written request by any of the above-named officers, require that custody of the records be given to the City and that the records and documents be maintained in City Hall. Access to such records and documents shall be granted to any party authorized by Consultant, Consultant's representatives, or Consultant's successor-in-interest.
16. Entire Agreement. This Agreement constitutes the complete and exclusive statement of Agreement between the City and Consultant. All prior written and oral communications, including correspondence, drafts, memoranda, and representations, are superseded in total by this Agreement.
17. Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney.
18. Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy. that party may have hereunder.
19. Litigation Expenses and Attorneys' Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees.
Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy thereof shall have been signed by both parties héreto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.
21. Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience, and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement shall be permitted only with the express consent of the City. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of the City. If City consents to such subcontract, Consultant shall be fully responsible to City for all acts or omissions of the subcontractor. Nothing in this Agreement shall create any contractual relationship between City and subcontractor nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law.
22. Termination. This Agreement may be terminated immediately for cause or by either party without cause upon fifteen days' written notice of termination. Upon termination, Consultant shall be entitled to compensation for services performed up to the effective date of termination.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above.
CITY OF EASANT HILL: CONSULTANT:
que Catabas
une Catalan
Title: Piesident
is Manager
Business License #_ 38650
APPROVED AS TO FORM: ATTEST:
Juanite Darla for
Carol Wu
City Attorney City Clerk
Revised 02/18
Attachments: Exhibit 1 - Scope of Work
Exhibit 2 - Insurance Certificate
alta MEMORANDUM
304 12th Street, Suite 2A
PLANNING + DESIGN Oakland, CA 94607
(510) 540-5008
www.altaplanning.com
To: Eric Hu, City of Pleasant Hill
From: Brett Hondorp
Date: January 23, 2020
Re: Scope and Fee for Update of Pleasant Hill Bicycle and Pedestrian Plan This memo provides a scope and fee estimate for updated the Pleasant Hill Bicycle and Pedestrian Plan Final Draft from May 2011 (not adopted).
SCOPE
Task 1: Update Plan Document
Alta will use as much of the existing draft document information as possible. For streamlining we recommend consolidating some of the chapters; the new proposed chapter organization is noted below. This scope assumes no new field data collection or surveys, and that all data can be provided by the city or obtained from readily available sources. Document will remain in current MS Word format.
Chapter 1 - Introduction
• To be updated as needed with information from rest of document Chapter 2 - Vision, Goals, Policies
• Review and update Vision, Goals and Policies. These will inform ongoing General Plan update process
DELIVERABLE 1A: Draft Updated Vision, Goals and Policies. Alta will respond to 1 round of edits and finalize
Chapter 3 - Existing Conditions
• Update the following Existing Conditions Data
Roadway ADTs
Schools and enrollment
Employers
Transit Routes
Bikeway classification types
Existing Bikeways (based on city provided data)
Bike Parking (based on city provided data)
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• Sidewalk and Pedestrian network (based on city provided data) • Enforcement and Programs
Updated Maps:
• Existing Bikeway Network
• Existing Pedestrian Network
Chapter 4 -- Needs Analysis
• Update bike and pedestrian crash data (based on TIMS, past 5 years) Meet with City to identify updated bicycle and pedestrian priority areas Public Outreach - coordination with Traffic Safety Commission • Updated census data
• Updated demand analysis and maps
Updated Maps:
• Bicycle and Pedestrian Collisions (one map)
• Bicycle Priority / High Demand Areas
• Pedestrian Priority / High Demand Areas
DELIVERABLE 1B: Updated Existing Conditions and Needs Analysis Chapters. Alta will respond to 1 round of comments and finalize
Chapter 5 - Bikeway Recommendations
• Update bicycle network recommendations
• Remove cross sections, reference design guidelines
Updated Map:
• Existing + Proposed Bikeway Network
Chapter 6 - Pedestrian Recommendations
• Update pedestrian network recommendations
Updated Map:
• Pedestrian Improvements
Chapter 7 - Program Recommendations
• Update list and costs for proposed non-infrastructure programs DELIVERABLE 1C: Recommended Bicycle and Pedestrian Projects and Programs Chapters. Alta will respond to 1 round of comments and finalize
Chapter 8 - Implementation
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• Update and simplify prioritization. Recommend eliminating detailed scoring matrix to go with simplified categories
• Update funding list (in conjunction with Appendix update below) Appendix A: Policy Review
Recommend deleting - generally out of date background information.
Appendix B: Design Guidelines
Update design guidelines for current best practices, inclusion of protected bikeways etc.
Appendix C: Funding
Updated Funding Descriptions
Appendix D: BTA Compliance
Recommend deleting, no longer required under ATP
Appendix E: Crosswalk Priority
Update matrix per City as appropriate
Executive Summary
Update per rest of document
DELIVERABLE 1D: Updated Chapter 8 and Appendices. Alta will respond to 1 round of comments and finalize
Task 2: Project Management
Bi-weekly check-ins by phone
• Attend 2 in-person meetings over course of the project to discuss key milestones (e.g. network recommendations, prioritization)
• Attend 2 meetings of Traffic Safety Commission to discuss needs and recommendations • Attend 1 meeting of Planning Commission to present recommendations / draft plan • Attend 1 meeting of City Council to present updated plan for adoption • At project closeout Alta will provided all updated MS Word and GIS files to City.
FEE AND SCHEDULE
Alta will complete this scope on a time and materials basis for a not-to-exceed fee of $52,000. Project to be completed by June 30, 2020.
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