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Agreement No. 11626 (CCS)
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”), entered into as of _________________ (“Execution Date”), by and between the City of Santa Monica (“City”) and Michael Baker International (“Design Consultant”), is made with reference to the following:
RECITALS:
A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.
B. Design Consultant is qualified to do business, and is doing business, in the State of California. Design Consultant represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement.
C. Design Consultant has responded to a Request for Qualifications (RFQ) for asneeded transportation planning and engineering design services.
D. The City and Design Consultant now desire to enter into an agreement for Design Consultant to provide as-needed transportation planning and engineering design services to the City.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:
TERMS AND CONDITIONS
1. Term. This Agreement begins on the Execution Date and terminates on December 31, 2028, unless sooner terminated in accordance with Section 14.
2. Consultant Services. Design Consultant will perform all of the services (“Services”) described in Exhibit A, Scope of Services. Design Consultant will complete the Services in accordance with Exhibit B, Rate Schedule.
3. Work Order Process.
3.1 Work Order Request. As-needed Services will be awarded through a minisolicitation process wherein contracted on-call consultants will be asked to submit a proposal response to an issued Work Order Request (“WOR”). The proposals will be evaluated and ranked based on criteria defined in the WOR.
Evaluation criteria could include but not be limited to: project experience, specialization, and past performance; assigned personal and staff availability; schedule and quality control; etc. After the evaluation the WOR will be best proposal by the City’s Contract Manager in the Mobility Division of the Docusign Envelope ID: CCD436E2-267C-40BF-9A43-732E2E4910BC 12/12/2024
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Department of Transportation. Each WOR shall include the scope of Services, expected results, project deliverables, and project schedule.
3.2 Response to Work Order Request. Design Consultant shall provide the City’s Contract Manager with a Response to the WOR within ten (10) business days of City’s issuance of the WOR unless otherwise agreed to in writing by the City’s Contract Manager. Each Response to the WOR shall include a refined scope of Services and rate schedule clarifying the approach, deliverables, expected results, project schedule, and a cost estimate detailing the hours and labor classifications by subtask.
For smaller projects, when time is of the essence, the City may issue a WOR to on-call consultants for "quick quotes" proposals. In these situations, as-needed consultants would be given 5 or less days to respond, and the selection would be based on (but not limited to) schedule and cost.
3.3 Work Order Amount. Design Consultant and the City shall attempt in good faith to negotiate a lump sum amount for each Work Order. If the parties are unable to negotiate a lump sum price for a Work Order and the City instructs the Design Consultant to proceed with performance of the Work Order, then the Design Consultant’s compensation shall be computed based upon the rates set forth in Exhibit B, Rate Schedule. Design Consultant understands, acknowledges and agrees that the rates included in Exhibit B are all-inclusive and Design Consultant shall not be entitled to add any mark-ups or fees.
3.4 Work Order. After agreement has been reached on the terms and conditions of a Work Order, the City’s and Design Consultant’s authorized representatives shall execute the Work Order. The City’s Contract Manager will provide the Design Consultant with a Notice to Proceed after execution of the Work Order.
The Design Consultant shall only perform the Services authorized in the executed Work Order.
3.5 Work Order Amendments. A Work Order may be amended by the written mutual agreement of City and Design Consultant.
3.6 Work Order Part of Agreement. Each executed Work Order, and any authorized amendments thereto, shall constitute a part of the Agreement as though fully set forth herein.
4. City Services. The City agrees to:
4.1Make available to Design Consultant any currently existing documents, data or information required for the performance of the Services.
4.2 Designate a representative authorized to act on behalf of City.
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4.3 Promptly examine and render findings on all documents submitted for staff review by Design Consultant.
5. Compensation. The City will compensate Design Consultant for the Services performed in an amount not to exceed One Million Dollars ($1,000,000), during the Term of this agreement, based upon the cumulative amounts authorized in each executed WOR.
6. Invoices. Design Consultant will invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt.
7. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:
7.1All notices, demands, requests or approvals to the City:
City of Santa Monica Mobility Division
1685 Main Street, Room 115
Santa Monica, California 90401
Attention: Kyle Kozar
Re: Agreement No. 11626
with a copy to:
Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Agreement No. 11626
7.2All notices, demands, requests or approvals to Design Consultant:
Michael Baker International
5050 Avenida Encinas, Suite 260
Carlsbad, CA 92008
Attention: Tim Thiele, PE
[email protected]
Re: Agreement No. 11626
8. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another.
Neither the City nor its officers or employees will have any control over the conduct of Design Consultant or any of Design Consultant’s agents, employees, or subconsultants, except as otherwise provided in this Agreement.
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9. Integrated Agreement. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement. This Agreement may be modified only by written agreement signed by City and Design Consultant, and approved as to form by the City Attorney.
10.Insurance. Prior to commencing work, Design Consultant must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Services by Design Consultant or Design Consultant’s agents, representatives, employees or subconsultants for the duration of this Agreement. Design Consultant must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements and Verifications.
11.Defense and Indemnification.
11.1 Indemnification.
11.1.1 Hold Harmless for Design Professional Services
To the fullest extent permitted by law (including, without limitation California Civil Code Section 2782.8), Design Consultant agrees to defend, indemnify, and hold harmless the City, its board and council members, officers, employees and agents (“City Indemnitees”) from and against any and all losses, costs, liabilities, claims, damages, actions, judgments, settlements, expenses, defense costs, reasonable attorneys’ fees, costs, fines and penalties (“Losses”) that arise out of, pertain to, or relate to the Design Consultant’s negligence, recklessness or willful misconduct in the performance of professional services under this Agreement.
11.1.2 For Other Claims
Except as otherwise set forth in the preceding paragraph regarding Claims Arising From Design Services, Design Consultant agrees to defend, indemnify and hold harmless the City Indemnitees from and against any and all Losses to the extent caused or claimed to be caused by the acts, errors and/or omissions of the Design Consultant (other than professional negligence, which is covered under Section 10.1.1, above), or recklessness or willful misconduct by Design Consultants (or its contractors or subcontractors, if any). Design Consultant’s responsibilities under this provision include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, which may be in combination with the acts or omissions of Design Consultant (or its contractors or subconsultants); provided, however, that Design Consultant’s duty to defend, indemnify, Docusign Envelope ID: CCD436E2-267C-40BF-9A43-732E2E4910BC - 5 -
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protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City.
The provisions of the above indemnification obligations shall survive any termination of this Agreement.
11.2 Enforcement Costs. Design Consultant agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1.
12. Prohibition Against Transfers.
12.1 Neither party may assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of the other party, such consent to not be unreasonably withheld, delayed or conditioned. Any attempt to do so without the City’s consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer.
13.Permits and Licenses. Design Consultant, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.
14.Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement.
15.Default and Termination.
15.1 If Design Consultant fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after the City’s written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to Design Consultant.
15.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days’ written notice to Design Consultant. Upon termination of this Agreement, City will pay Design Consultant any compensation earned and unpaid up to the effective date of termination.
16.Compliance with Law. Design Consultant must comply with all applicable laws of the State of California and the United States, and all ordinances, rules, and regulations enacted or issued by City.
17.Discrimination. Design Consultant may not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability.
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18.Nuisance. Design Consultant may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.
19. Records.
19.1 Design Consultant must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. Design Consultant must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.
19.2 Design Consultant must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. Design Consultant must clearly identify all records and make them readily accessible to the City upon reasonable request. At the City’s request, Design Consultant must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.
19.3 Design Consultant must allow the City to have access during normal business hours to Design Consultant’s books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit Design Consultant’s records, and Design Consultant agrees to cooperate with any examination or audit of its records. If a City audit discloses an error of 5% or more in information reported by Design Consultant, Design Consultant agrees to pay the cost of the City’s audit computed on the basis of the direct payroll of the audit staff completing the audit and audit report.
20.Work Product; Reports.
20.1 Any work product prepared or caused to be prepared by Design Consultant or any subconsultant for this Agreement will be the exclusive property of City.
Except as may be required by law, no work product given to or prepared by Design Consultant or any subconsultant pursuant to this Agreement may be made available to any individual or organization by Design Consultant without prior written approval by City.
20.2 At the City’s request, Design Consultant must furnish reports concerning the status of the Services.
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21.Standard of Care. Design Consultant agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and skill ordinarily exercised by members of Design Consultant’s profession currently practicing in the same locality under similar conditions.
22.Subconsultants.
22.1 If Design Consultant proposes to have any subconsultant perform any part of the Services, Design Consultant must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant’s services. The City shall not unreasonably deny the request.
22.2 Design Consultant will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between Design Consultant and any subconsultant (or between any subconsultant and others) must contain the following provision:
This agreement is consistent with all terms and conditions of the Agreement No.11626 (CCS) entered into between the City of Santa Monica and Design Consultant on^^_______.
23.Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement.
24.Venue and Jurisdiction. The City and Design Consultant agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.
25.Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement.
26.Execution in Counterparts. This Agreement may be executed in counterparts with the same effect as if both parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single modification.
Any signature to this Agreement transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the parties hereto (it being agreed that such electronic signature shall have the same force and effect as an original signature).
Docusign Envelope ID: CCD436E2-267C-40BF-9A43-732E2E4910BC 12/12/2024
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27.Exhibits. The following exhibits are incorporated by reference into this Agreement as though fully set forth herein.
Exhibit A Scope of Services
Exhibit B Rate Schedule
Exhibit C Insurance Requirements
28. Force Majeure. Neither party shall have any claim or right against the other for any failure of performance where such failure of performance is caused by or is the result of causes beyond the reasonable control of the other party due to any occurrence commonly known as a “force majeure,” including, but not limited to: acts of God; fire, flood, or other natural catastrophe; acts of any governmental body; labor dispute or shortage; national emergency; insurrection; riot; or war.
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In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.
ATTEST:
______________________________
Nikima Newsome
City Clerk
APPROVED AS TO FORM:
______________________________
Douglas T. Sloan
City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By:
______________________________
David White
City Manager
Michael Baker
Michael Baker International
By:
________________________________
Name: Tim Thiele, PE
Title: Vice President/Office Executive
Docusign Envelope ID: CCD436E2-267C-40BF-9A43-732E2E4910BC Exhibit A
Scope of Services
Design Consultant will provide as-needed transportation planning and engineering services. The services to be provided include, but are not limited to, the list provided below
Planning and design of locally funded CIPs focused on active transportation. Preparation of plans, specifications, and estimates, and supporting analysis. Design of “quick build” pedestrian and bicycle treatments in support of Vision Zero and to test effectiveness (e.g., using pavement markings, flex posts, planters, etc. vs. constructing new curb).
Design of curb extensions, median treatments, traffic signals, and pedestrian crossing enhancements (e.g., rectangular rapid flashing beacons, pedestrian lighting improvements, etc.).
Land survey in support of the planning and design of improvements. Crash data and safety analysis in support of Vision Zero priority locations. Protected bikeway planning, feasibility assessment, and design. Traffic and parking data collection and analysis.
Traffic analysis (primarily in support of encouraging active transportation and/or improving safety).
Preparation and review of Temporary Traffic Control Plans. Graphic design and public outreach support.
Right of Way Management Design Consultant Services.
Large scale event transportation planning and network analysis.
Where required, work would be stamped by a civil engineer, traffic engineer, and/or surveyor licensed in the State of California. These services could be utilized by other City Divisions seeking support.
Docusign Envelope ID: CCD436E2-267C-40BF-9A43-732E2E4910BC Exhibit B
Rate Schedule
The City will compensate Design Consultant for the Services performed in an amount not to exceed One Million Dollars ($1,000,000), during the Term of this agreement, based upon the cumulative amounts authorized in each executed WOR.
Docusign Envelope ID: CCD436E2-267C-40BF-9A43-732E2E4910BC Exhibit C
Insurance Requirements and Verifications
Design Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by Design Consultant, its agents, representatives, employees or subcontractors.
Minimum Scope and Limits of Insurance
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (Insurance Services Office Form CG 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if Design Consultant has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $2,000,000 combined single limit.
3. Workers’ Compensation: Workers’ Compensation insurance as required by the State of California, with Statutory Limits and Employers’ Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #1).
4. Professional Liability: Insurance appropriate to Design Consultant’s profession with limits of no less than $2,000,000 per occurrence or claim/$4,000,000 in the annual aggregate.
Other Insurance Provisions
1. The insurance policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status: The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Design Consultant including materials, parts, or equipment furnished in connection with such work or operations. CGL coverage can be provided in the form of an endorsement to Design Consultant’s insurance (at least as broad as Docusign Envelope ID: CCD436E2-267C-40BF-9A43-732E2E4910BC Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of a combination of (1) CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and (2) CG 20 37).
b. Primary Coverage: For any claims related to this Agreement, Design Consultant’s insurance shall be primary coverage at least as broad as Insurance Services Offices Form CG 20 01 04 13 as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of Design Consultant’s insurance and shall not contribute with it.
c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica.
d. Waiver of Subrogation: Design Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Design Consultant may acquire against the City of Santa Monica by virtue of payment of any loss. Design Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.
Self-Insured Retentions
Self-insured retentions must be declared to the City of Santa Monica.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica.
Claims Made Policies
1. If the Professional Liability policy provides “claims made” coverage:
a. The Retroactive Date must be shown and must be before the date of this Agreement or the start of work.
b. The insurance must be maintained, and evidence of insurance must be provided for at least 5 years after completion of work.
Docusign Envelope ID: CCD436E2-267C-40BF-9A43-732E2E4910BC c. If the policy is cancelled or not renewed, and not replaced with another “claims made” policy form with a Retroactive Date prior to the effective Agreement date, Design Consultant must purchase “extended reporting” coverage for a minimum of 5 years after completion of work.
Verification of Coverage
Design Consultant shall furnish the City of Santa Monica with original certificates and amendatory endorsements (or copies of the applicable policy language effecting coverage provided by this clause). All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive Design Consultant’s obligation to provide them. The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time.
Failure to Maintain Insurance Coverage
If Design Consultant, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from Design Consultant resulting from said breach.
Subcontractors
Design Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager.
Docusign Envelope ID: CCD436E2-267C-40BF-9A43-732E2E4910BC Footnotes
# 1: Workers’ Compensation insurance coverage is not required if Design Consultant does not have employees. Design Consultant must, however, execute the City’s Workers’ Compensation Coverage Exemption Declaration Form.
Docusign Envelope ID: CCD436E2-267C-40BF-9A43-732E2E4910BC