HomeMy WebLinkAbout05. PSA with TTG for Florence Ave Bridge ReplacementAGENDA MEMO
APPROVED BY
CITY MANAGER
DATE: February 11, 2014
TO: Mayor and Members of the City Council
FROM: Office of the City Manager
j By: John Oskoui, P.E., Director of Public Work
SUBJECT: PROFESSIONAL ENGINEERING SERVICES RELATED TO THE
FLORENCE AVENUE BRIDGE REPLACEMENT AT THE SAN
GABRIEL RIVER AND THE FLORENCE AVENUE BRIDGE
REHABILITATION AT THE RIO HONDO CHANNEL PROJECTS -
EXECUTE PROFESSIONAL SERVICES AGREEMENT
RECOMMENDATION
That the City Council authorize the Mayor to execute a Professional Services
Agreement with TTG Engineers for the professional engineering services related to the
the Florence Avenue Bridge Replacement Project at the San Gabriel River and the
Florence Avenue Bridge Rehabilitation Project at the Rio Hondo Channel in an amount
not to exceed $25,000.
BACKGROUND
The Florence Avenue Bridge at the San Gabriel River was originally constructed in
1951. The condition of this bridge has deteriorated over the past several decades and
was recently given a bridge sufficiency rating of 62.4 based on a bridge inspection
conducted by Los Angeles County. The City had an independent inspection of the
bridge conducted by the firm TTG Engineers, which resulted in a bridge rating of 45.5,
rendering the bridge structurally deficient and functionally obsolete. The bridge also has
never received a seismic retrofit, a contributing factor to the lower bridge rating. Also,
the bridge currently features only two travel lanes in the each direction, whereas the
remainder of Florence Avenue features three travel lanes per direction. The lack of a
third travel lane in the eastbound direction, in particular, creates a severe bottleneck on
Florence Avenue during afternoon peak periods resulting in significant delays and
queuing along Florence Avenue in the vicinity of the 1 -605 and 1 -5 Freeways. In
addition, the bridge is currently not in compliance with Americans with Disabilities Act
(ADA) requirements.
The Florence Avenue Bridge at the Rio Hondo Channel has revealed significant
deterioration and efflorescence in the bridge deck and exposure of the reinforcement
which cannot be improved through simple rehabilitation. The longitudinal joints in the
structure pose constant maintenance issues and cannot be eliminated (due to structural
incompatibility) without partial replacement of the superstructure. Although the bridge
has recently been seismically retrofitted and widened, extensive rehabilitation of the
structure is imperative to resolve the aforementioned deficiencies.
CITY OF DOWNEY, CALIFORNIA
Mayor and Members of the City Council
Florence Avenue Bridge Replacement at the San Gabriel River and
Florence Avenue Bridge Rehabilitation at the Rio Hondo Channel
February 11, 2014
Page 2
Replacement of the Florence Avenue Bridge at the San Gabriel River and the
rehabilitation of the Florence Avenue Bridge at the Rio Hondo Channel are critical in
order to address the structural deficiencies, functional obsolescence, and accessibility
issues of the two bridges.
In order to fund the replacement and rehabilitation of the two bridges, the City submitted
federal Highway Bridge Program (HBP) applications to the California Department of
Transportation (Caltrans) and the Los Angeles County Metropolitan Transportation
Authority (Metro) Call for Projects in 2013 through the assistance of TTG Engineers,
resulting in successfully being awarded over $18 million in bridge funding for the two
bridge projects. The Highway Bridge Program will fund $14,789,822 (88.54 %) of the
total cost of the Florence Avenue Bridge Replacement Project at the San Gabriel River.
The City will use funds awarded through the 2013 Metro Call for Projects in the amount
of $1,916,178 (11.46 %) towards the required local match to the Highway Bridge
Program funds. In addition, the federal Highway Bridge Program will fund $2,177,000
(84.84 %) of the total cost of the Florence Avenue Bridge Rehabilitation Project at the
Rio Hondo Channel. The remaining $330,000 (15.16 %) of the cost, or the local match,
will be funded by the City.
DISCUSSION
Staff has confirmed that the federal Highway Bridge Program funds have been
programmed in the Federal Transportation Improvement Program (FTIP), and the next
step is to initiate the preliminary engineering phase for the two bridge projects. This
process includes conducting technical analysis and providing responses and updates to
Caltrans as part of the scoping of the project in addition to the preparation of the
Request for Authorization required to commence the preliminary engineering phase.
The proposed work will generally consist of the following elements:
Florence Avenue Bridge Replacement Project at the San Gabriel River
• Prepare Seismic Vulnerability and Life -Cycle -Cost Assessments and submit to
the state Structures Local Assistance (SLA) Division
• Revise /update plans and Preliminary Environmental Study to include 4 -ft
shoulder and 400 -ft approach (suggested by Caltrans)
• Update Field Review form and Roadway Data Sheets
• Prepare Request for Authorization for preliminary engineering phase
• Obtain concurrence with state Structures Local Assistance Division /Confirm
replacement scope
Mayor and Members of the City Council
Florence Avenue Bridge Replacement at the San Gabriel River and
Florence Avenue Bridge Rehabilitation at the Rio Hondo Channel
February 11, 2014
Page 3
Florence Avenue Bridge Rehabilitation Project at the Rio Hondo Channel
Update Preliminary Environmental Study and Field Review forms
Prepare Request for Authorization package
• Obtain concurrence with the state Structures Local Assistance Division /Confirm
replacement scope
In order to initiate the preliminary engineering phase for the two bridge projects, the
professional services of a structural engineering consultant will first be necessary to
move the projects forward. TTG Engineers is highly and uniquely qualified to provide
the City with said professional services, based upon relevant experience, project
understanding, demonstrated knowledge of the project scope -of -work, and staff
availability to provide the services in an expeditious and cost - effective manner.
Specifically, TTG Engineers satisfactorily completed the independent bridge rating
analysis as well as the preparation of the federal Highway Bridge Program funding
applications for the two bridge projects and the Metro Call for Projects application for
the Florence Avenue Bridge Replacement Project at the San Gabriel River for the City,
all of which directly relate to the two bridge projects.
Staff requests the approval of the attached Professional Services Agreement (Exhibit
"A ") in order to issue a sole- source purchase order to TTG Engineers for the subject
professional services.
FINANCIAL IMPACT
The cost of TTG's professional services will be $25,000. The FY 2013 -14 Capital
Improvement Program includes sufficient funds for the subject professional services
under Account Nos. 26 -16713 (Florence Avenue Bridge Replacement at the San
Gabriel River) and 26 -16693 (Florence Avenue Bridge Replacement at the Rio Hondo
River) for the Florence Avenue Bridge Replacement at the San Gabriel River and the
Florence Avenue Bridge Rehabilitation at the Rio Hondo Channel, respectively. The
funding source is Gas Tax funds.
Attachments:
• Exhibit "A"— Professional Services Agreement
S: WgendaMemosCC2014 \02- 11- 2014VrrG Engineers Award (award PSA)
CITY OF DOWNEY
PROFESSIONAL SERVICES AGREEMENT
PARTIES AND DATE.
This Professional Services Agreement ( "Agreement') is made and entered into this 121h
day of February 2014 by and between the City of Downey, a municipal corporation and charter
City organized under the laws of the State of California, with its principal place of business at
11111 Brookshire Avenue, Downey, California 90241 City ") and TTG Engineers, with its
principal place of business at 300 N. Lake Avenue, 14` Floor, Pasadena, California 91101
( "Consultant'). City and Consultant are sometimes individually referred to herein as 'Party" and
collectively as `Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of
certain professional services required by the City on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing professional engineering
consulting services to public clients, is licensed and /or certified in the State of California, and is
familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the preparation of
technical engineering and environmental studies and federal bridge funding authorization
assistance for the Florence Avenue Bridge Replacement Project located at the San Gabriel
River and the Florence Avenue Bridge Rehabilitation Project located at the Rio Hondo Channel
as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish
to the City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional engineering consulting services
necessary for the Project ( "Services "). The Services are more particularly described in Exhibit
"A" attached hereto and incorporated herein by reference. All Services shall be subject to, and
performed in accordance with, this Agreement, the exhibits attached hereto and incorporated
herein by reference, and all applicable local, state and federal laws, rules and regulations. To
the extent that anything in any Exhibits to this Agreement conflict with the terms of the
Agreement, the Agreement shall control and the Exhibits shall have no force or effect.
3.1.2 Term. The term of this Agreement shall be from February 12, 2014 to
February 11, 2015, unless earlier terminated as provided herein. Consultant shall complete the
Services within the term of this Agreement, and shall meet any other established schedules and
deadlines that may be set by City staff in carrying out the terms of this Agreement.
Exhibit "A"
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant shall determine
the means, methods and details of performing the Services subject to the requirements of this
Agreement. City retains Consultant on an independent contractor basis and not as an
employee. Consultant retains the right to perform similar or different services for others during
the term of this Agreement. Any additional personnel performing the Services under this
Agreement on behalf of Consultant shall also not be employees of City and shall at all times be
under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and
other amounts due such personnel in connection with their performance of Services under this
Agreement and as required by law. Consultant shall be responsible for all reports and
obligations respecting such additional personnel, including, but not limited to: social security
taxes, income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference
( "Schedule "). Consultant represents and warrants that it has the professional and technical
knowledge and personnel required to perform the Services in conformance with the Schedule.
In order to facilitate Consultant's conformance with the Schedule, City shall respond to
Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a
more detailed schedule of anticipated performance time lines to meet the Schedule.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that
certain key personnel shall perform and coordinate the Services under this Agreement. Should
one or more of such personnel become unavailable, Consultant may substitute other personnel
of at least equal competence upon written approval of City. In the event that City and
Consultant cannot agree as to the substitution of key personnel, City shall be entitled to
terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to
perform the Services in a manner acceptable to the City, or who are determined by the City to
be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a
threat to the safety of persons or property, shall be promptly removed from the Project at the
request of the City.
3.2.5 City's Representative. The City hereby designates its City Manager, or
his designee, to act as its representative for the performance of this Agreement ( "City's
Representative "), City's Representative shall have the power to act on behalf of the City for all
purposes under this Agreement. Consultant shall not accept direction or orders from any
person other than the City's Representative or his designee.
3.2.6 Consultant's Representative. Consultant hereby designates Majid
Sarraf, or designee, to act as its representative for the performance of this Agreement
( "Consultant's Representative "). Consultant's Representative shall have full authority to
represent and act on behalf of the Consultant for all purposes under this Agreement. The
Consultant's Representative shall supervise and direct the Services, using his best skill and
attention, and shall be responsible for all means, methods, techniques, sequences and
procedures and for the satisfactory coordination of all portions of the Services under this
Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City
staff in the performance of Services and shall be available to City's staff, Consultants and other
staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall
perform all Services under this Agreement in a skillful and competent manner, consistent with
the standards generally recognized as being employed by professionals in the same discipline
in the State of California. Consultant represents and warrants that it is skilled in the professional
calling necessary to perform the Services. Consultant warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the Services assigned to
them. Finally, Consultant represents and warrants that it, its employees and subcontractors
have all licenses, certifications, permits, qualifications and approvals of whatever nature that are
legally required to perform the Services, including a City business license, and that such
licenses and approvals shall be maintained throughout the term of this Agreement. As provided
for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost
and expense and without reimbursement from the City, any services necessary to correct errors
or omissions which are caused by the Consultant's failure to comply with the standard of care
provided for herein. Any employee of the Consultant or its sub - Consultants who is determined
by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of
the Project, a threat to the safety of persons or property, or any employee who fails or refuses to
perform the Services in a manner acceptable to the City, shall be promptly removed from the
Project by the Consultant and shall not be re- employed to perform any of the Services or to
work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and
in compliance with all local, state and federal laws, rules and regulations in any manner
affecting the performance of the Project or the Services, including, but not limited to all
Cal /OSHA requirements, and shall give all notices required by law. Consultant shall be liable
for all violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and without
giving written notice to the City, Consultant shall be solely responsible for all costs arising
therefrom. Consultant shall defend, indemnify and hold the City, its directors, officials, officers,
employees, agents and volunteers free and harmless, pursuant to the indemnification provisions
of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply
with such laws, rules or regulations.
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not commence
Services under this Agreement until it has provided evidence satisfactory to the City that it has
secured all insurance required under this section. In addition, Consultant shall not allow any
subcontractor to commence work on any subcontract until it has provided evidence satisfactory
to the City that the subcontractor has secured all insurance required under this section.
3.2.10.2 Minimum Requirements. Consultant shall, at its
expense, procure and maintain for the duration of the Agreement insurance against claims for
injuries to persons or damages to property which may arise from or in connection with the
performance of this Agreement by the Consultant, its agents, representatives, employees or
subcontractors. Consultant shall also require all of its subcontractors to procure and maintain
the same insurance for the duration of the Agreement. Such insurance shall meet at least the
following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at
least as broad as the latest version of the following: (1) General Liability: Insurance Services
Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile
Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any
auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation
insurance as required by the State of California and Employer's Liability Insurance.
(B) Minimum Limits of Insurance. Consultant shall maintain
limits no less than: (1) General Liability. $2,000,000 per occurrence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or other form with
general aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement /location or the general aggregate limit shall be twice the required occurrence limit;
(2) Automobile Liability: $2,000,000 per accident for bodily injury and property damage; and (3)
Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by
the Labor Code of the State of California. Employer's Liability limits of $2,000,000 per accident
for bodily injury or disease.
3.2.10.3 Professional Liability. Consultant shall procure and
maintain, and require its sub - Consultants to procure and maintain, errors and omissions liability
insurance appropriate to their profession. Such insurance shall be in an amount not less than
approved by the City's Finance Director, and shall be endorsed to include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms supplied or
approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insured with respect to the Services or operations
performed by or on behalf of the Consultant, including materials, parts or equipment furnished in
connection with such Services; and (2) the insurance coverage shall be primary insurance as
respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess,
shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying
coverage. Any insurance or self- insurance maintained by the City, its directors, officials,
officers, employees, agents and volunteers shall be excess of the Consultant's insurance and
shall not be called upon to contribute with it in any way.
(B) Automobile Liability. The automobile liability policy shall
be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the
Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be
primary insurance as respects the City, its directors, officials, officers, employees, agents and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the
Consultant's scheduled underlying coverage. Any insurance or self- insurance maintained by
the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the
Consultant's insurance and shall not be called upon to contribute with it in any way.
4
(C) Workers' Compensation and Employer's Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its
directors, officials, officers, employees, agents and volunteers for losses paid under the terms of
the insurance policy which arise from work performed by the Consultant.
(D) All Coverage. Each insurance policy required by this
Agreement shall be endorsed to state that: (1) coverage shall not be suspended, voided,
reduced or canceled except after thirty (30) days prior written notice by certified mail, return
receipt requested, has been given to the City; and (2) any failure to comply with reporting or
other provisions of the policies, including breaches of warranties, shall not affect coverage
provided to the City, its directors, officials, officers, employees, agents and volunteers.
3.2.10.5 Separation of Insureds; No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds provisions. In
addition, such insurance shall not contain any special limitations on the scope of protection
afforded to the City, its directors, officials, officers, employees, agents and volunteers.
3.2.10.6 Deductibles and Self- Insurance Retentions. Any
deductibles or self - insured retentions must be declared to and approved by the City. Consultant
shall guarantee that, at the option of the City, either: (A) the insurer shall reduce or eliminate
such deductibles or self- insured retentions as respects the City, its directors, officials, officers,
employees, agents and volunteers; or (B) the Consultant shall procure a bond guaranteeing
payment of losses and related investigation costs, claims and administrative and defense
expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in
California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City
with original certificates of insurance and endorsements effecting coverage required by this
Agreement on forms satisfactory to the City. The certificates and endorsements for each
insurance policy shall be signed by a person authorized by that insurer to bind coverage on its
behalf, and shall be on forms provided by the City if requested. All certificates and
endorsements must be received and approved by the City before performance of Services
commences. The City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
3.2.11 Safety. Consultant shall execute and perform its work so as to avoid
injury or damage to any person or property. In carrying out its Services, the Consultant shall at
all times be in compliance with all applicable local, state and federal laws, rules and regulations,
and shall exercise all necessary precautions for the safety of employees appropriate to the
nature of the work and the conditions under which the work is to be performed. Safety
precautions as applicable shall include, but shall not be limited to: (A) adequate life protection
and life saving equipment and procedures; (B) instructions in accident prevention for all
employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders,
bridges, gang planks, confined space procedures, trenching and shoring, traffic control
equipment and other safety devices, equipment and wearing apparel as are necessary or
lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper
inspection and maintenance of all safety measures.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized cost and expense reimbursements, for all Services rendered under this Agreement
at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. In no
event shall the total compensation, including authorized cost and expense reimbursements,
exceed Twenty -Five Thousand Dollars and no cents ($25,000.00) without written approval of
City's Representative. Extra Work, as defined below, may be authorized as described below,
and if authorized, shall be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly
itemized statement which indicates the portion of Services work completed and hours of work
rendered by Consultant. The statement shall describe the portion of Services and hours of work
rendered by Consultant since the initial commencement date, or since the start of subsequent
billing periods, as appropriate, through the date of the statement. City shall, within forty -five (45)
days of receiving such statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for
any expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Consultant perform "Extra Work ". As used herein, "Extra Work" means any work
which is determined by City to be necessary for the proper completion of the Project, but which
the parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without written authorization
from City's Representative.
3.3.5 Prevailing Wages. Consultant is aware of the requirements of California
Labor Code Sections 1720 et seq. and 1770 et sec., as well as California Code of Regulations,
Title 8, Section 16000 et seg. ( "Prevailing Wage Laws "), which require the payment of prevailing
wage rates and the performance of other requirements on certain "public works' and
"maintenance" projects. If the Services are being performed as part of an applicable "public
works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total
compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage
Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in
effect at the commencement of this Agreement. Consultant shall make copies of the prevailing
rates of per diem wages for each craft, classification or type of worker needed to execute the
Services available to interested parties upon request, and shall post copies at the Consultant's
principal place of business and at the Project site. Consultant shall defend, indemnify and hold
the City, its directors, officials, officers, employees, agents and volunteers free and harmless
from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure
to comply with the Prevailing Wage Laws.
3.4 Accounting Records,
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All
such records shall be clearly identifiable. Consultant shall allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of such records and
any other documents created pursuant to this Agreement. Consultant shall allow inspection of
all work, data, documents, proceedings, and activities related to the Agreement for a period of
three (3) years from the date of final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to
Consultant, terminate the whole or any part of this Agreement at any time and without cause by
giving written notice to Consultant of such termination, and specifying the effective date thereof,
at least seven (7) days before the effective date of such termination. Upon termination,
Consultant shall be compensated only for those services which have been adequately rendered
to City, and Consultant shall be entitled to no further compensation. Consultant may not
terminate this Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated as
provided herein, City may require Consultant to provide all finished or unfinished Documents &
Data, as defined below, and other information of any kind prepared by Consultant in connection
with the performance of Services under this Agreement. Consultant shall be required to provide
such document and other information within fifteen (15) days of the request.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms and in
such manner as it may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. Notices permitted or required under this Agreement
shall be given to the respective Parties at the following address, or at such other address as the
respective Parties may provide in writing for this purpose:
Consultant: TTG Engineers
300 N. Lake Avenue, 14'' Floor
Pasadena, CA 91101
(626) 463 -2800
Attn: Majid Sarraf
Vice President, Director of Bridge Engineering /Seismic
Specialist
City: City of Downey
11111 Brookshire Avenue
Downey, CA 90241
(562) 904 -7109
Attn: Edwin J. Norris
Deputy Director of Public Works
Such notice shall be deemed made when personally delivered or when mailed, two business
days after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its
applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
Notice shall also be deemed made by facsimile with return confirmation.
Consultant: TTG Engineers Facsimile Number (626) 463 -2801
City: City of Downey Facsimile Number (562) 904 -7296
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property.
This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify,
reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in
plans, specifications, studies, drawings, estimates, and other documents or works of authorship
fixed in any tangible medium of expression, including but not limited to, physical drawings or
data magnetically or otherwise recorded on computer diskettes, which are prepared or caused
to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall
require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual
license for any Documents & Data the subcontractor prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard to
Documents & Data which were prepared by design professionals other than Consultant or
provided to Consultant by the City. City shall not be limited in any way in its use of the
Documents & Data at any time, provided that any such use not within the purposes intended by
this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications,
plans, procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant in
connection with the performance of this Agreement shall be held confidential by Consultant.
Such materials shall not, without the prior written consent of City, be used by Consultant for any
purposes other than the performance of the Services. Nor shall such materials be disclosed to
any person or entity not connected with the performance of the Services or the Project. Nothing
furnished to Consultant which is otherwise known to Consultant or is generally known, or has
become known, to the related industry shall be deemed confidential. Consultant shall not use
City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or
the Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be
necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorneys' Fees. If either Party commences an action against the other
Party, either legal, administrative or otherwise, arising out of or in connection with this
Agreement, the prevailing party in such litigation shall be entitled to have and recover from the
losing party reasonable attorney's fees and all other costs of such action.
3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City,
its directors, officials, officers, employees, agents and volunteers free and harmless from any
and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in
law or equity, to property or persons, including wrongful death, pertaining to or relating to the
negligent acts, omissions or willful misconduct of Consultant, its officials, officers, employees,
agents, Consultants and subcontractors arising out of or in connection with the performance of
the Services, the Project or this Agreement, including the payment of attorneys' fees, expert
witness fees, and other related costs and expenses. Consultant shall defend, at Consultant's
own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings
of every kind that may be brought or instituted against City, its directors, officials, officers,
employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or
decree that may be rendered against the City and /or its directors, officials, officers, employees,
agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall
reimburse the City and its directors, officials, officers, employees, agents and /or volunteers, for
any and all legal expenses and costs incurred by each of them in connection therewith or in
enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be
restricted to insurance proceeds, if any, received by the City, its directors, officials officers,
employees, agents and volunteers.
3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings, letters, memoranda or agreements. This Agreement may only be modified by a
writing signed by both Parties.
3.5.8 Governing Law. This Agreement shall be governed by the laws of the
State of California without regard to conflicts of law principles. Venue shall be in Los Angeles
County or the appropriate federal court including Los Angeles County within its boundaries.
3.5.9 Time of Essence. Time is of the essence for each and every provision of
this Agreement. Notwithstanding any other provisions of this Agreement. Consultant shall not
have liability for or be deemed in breach of this Agreement for any delay or default in performing
hereunder if such delay or default is caused by conditions beyond its control including, but not
limited to natural disasters, acts of God, acts of local, State or Federal Government, wars,
insurrections and /or any other cause beyond the reasonable control of the party whose
performance is affected.
3.510 City's Right to Employ Other Consultants. City reserves the right to
employ other Consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties, and shall not be assigned by Consultant without the prior
written consent of the City, which may be given or withheld in the City's sole and absolute
discretion.
3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without the
prior written consent of the City, which may be given or withheld in the City's sole and absolute
discretion. Any attempt to do so shall be null and void, and any assignees, hypothecates or
transferees shall acquire no right or interest by reason of such attempted assignment,
hypothecation or transfer.
3.5.13 Construction; References; Captions. Since the Parties or their agents
have participated fully in the preparation of this Agreement, the language of this Agreement
shall be construed simply, according to its fair meaning, and not strictly for or against any Party.
Unless otherwise specified in this Agreement, any term referencing time, days or period for
performance shall be deemed calendar days and not work days. All references to Consultant
include all personnel, employees, agents, Consultants and subcontractors of Consultant except
as otherwise specified in this Agreement. All references to City include its directors, officials,
officers, employees, agents, and volunteers except as otherwise specified in this Agreement.
The captions of the various articles and paragraphs are for convenience and ease of reference
only, and do not define, limit, augment, or describe the scope, content, or intent of this
Agreement.
3.5.14 Amendment; Modification. No waiver, supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by both
Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not
paid nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other
consideration contingent upon or resulting from the award or making of this Agreement. For
breach or violation of this warranty, City shall have the right to rescind this Agreement without
liability. For the term of this Agreement, no member, officer or employee of City, during the term
of his or her service with City, shall have any direct interest in this Agreement, or obtain any
present or anticipated material benefit arising therefrom.
3.5.19 Equal Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry,
sex or age. Such non - discrimination shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff
or termination. Consultant shall also comply with all relevant provisions of City's Minority
Business Enterprise Program, Affirmative Action Plan or other related programs or guidelines
currently in effect or hereinafter enacted.
1111
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that
it is aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Workers' Compensation or to undertake self -
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each
Party warrants that the individuals who have signed this Agreement have the legal power, right,
and authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original:
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any portion
of the Services required by this Agreement, except as expressly stated herein, without prior
written approval of the City. Subcontracts, if any, shall contain a provision making them subject
to all provisions stipulated in this Agreement.
11
CITY OF DOWNEY
"CITY"
0
Attest:
SIGNATURE PAGE TO
CITY OF DOWNEY
PROFESSIONAL SERVICES AGREEMENT
Fernando Vasquez, Mayor
Date:
Adria M. Jimenez, CMC, City
Date:
Approved as to Form:
Yvette M. Abich Garcia, City Attorney
Date:
12
TTG Engineers
"CONSULTANT"
By:
Majid Sarraf, Vice President
Date:
EXHIBIT "A"
SCOPE OF SERVICES
The Services to be performed by Consultant for the Project pursuant to this Agreement
shall include but not be limited to the following specific tasks:
Task
Description - Florence Avenue Bridge Replacement at the San Gabriel River
1.
Prepare Summary Reports: Seismic Vulnerability and Life -Cycle -Cost Assessments
and submit to state Structures Local Assistance (SLA) Division
2.
Reviselupdate plans and Preliminary Engineering Study (Exhibit 6 -A) to include 4 -ft
shoulder and 400 -ft approach (suggested by Caltrans)
3.
Update Field Review Form (Exhibit 7 -B) and Roadway Data Sheets (Exhibit 7 -C)
4,
Prepare Request for Authorization (RFA) package (Exhibits 3A, 3E, 3F, 3G, 30) for
preliminary engineering (PE) phase
5.
Obtain concurrence with state Structures Local Assistance (SLA) Division /Confirm
replacement scope
Task
Description — Florence Avenue Bridge Rehabilitation at the Rio Hondo Channel
6.
Update Preliminary Engineering Study (Exhibit 6 -A) and Roadway Data Sheets
(Exhibit 7 -C)
7.
Prepare Request for Authorization (RFA) package (Exhibits 3A, 3E, 3F, 3G, 30) for
preliminary engineering (PE) phase
8.
Obtain concurrence with state Structures Local Assistance (SLA) Division
/Confirm replacement scope
Warty: �
SCHEDULE OF SERVICES
The term of this Agreement shall be from February 12, 2014 to February 11, 2015, unless
earlier terminated as provided in this Agreement.
Consultant shall complete all Services within the term of this Agreement and shall meet all
other established deadlines for each respective scope -of -work task as follows (based on a Notice -
to-Proceed date of February 12, 2014):
Description — Florence Avenue Bridge Replacement at the
Task
San Gabriel River
Due Date
1.
Prepare Summary Reports: Seismic Vulnerability and Life - Cycle-
3/3/14
Cost Assessments and submit to state Structures Local Assistance
(SLA) Division
2.
Revise /update plans and Preliminary Engineering Study (Exhibit 6-
3/2/14
A) to include 4 -ft shoulder and 400 -ft approach (suggested by
Caltrans)
3.
Update Field Review Form (Exhibit 7 -B) and Roadway Data
3/17/14
Sheets (Exhibit 7 -C)
4.
Prepare Request for Authorization (RFA) package (Exhibits 3A,
3/24/14
3E, 3F, 3G, 30) for preliminary engineering (PE) phase
5.
Obtain concurrence with state Structures Local Assistance (SLA)
4/14/14
Division /Confirm replacement scope
Description — Florence Avenue Bridge Rehabilitation at the
Task
Rio Hondo Channel
Due Date
6.
Update Preliminary Engineering Study (Exhibit 6 -A) and Roadway
2/20/14
Data Sheets (Exhibit 7 -C)
7.
Prepare Request for Authorization (RFA) package (Exhibits 3A,
2/27/14
3E, 3F, 3G, 30) for preliminary engineering (PE) phase
8.
Obtain concurrence with state Structures Local Assistance (SLA)
3120/14
Division /Confirm replacement scope
EXHIBIT "C"
COMPENSATION
Consultant shall receive rate -based compensation, including authorized cost and expense
reimbursement, for all Services rendered under this Agreement at the rates and corresponding
fees set forth below. In no event shall total compensation, including authorized cost and expense
reimbursements, exceed Twenty -Five Thousand Dollars ($25,000.00) without written approval
of City's Representative.
Description — Florence Avenue Bridge Replacement at the San
Task
Gabriel River
Fee
1.
Prepare Summary Reports: Seismic Vulnerability and Life -Cycle -Cost
$8,480.00
Assessments and submit to state Structures Local Assistance (SLA)
Division
2.
Revise /update plans and Preliminary Engineering Study (Exhibit 6 -A)
$4,000.00
to include 4 -ft shoulder and 400 -ft approach (suggested by Caltrans)
3.
Update Field Review Form (Exhibit 7 -B) and Roadway Data Sheets
$1,800.00
(Exhibit 7 -C)
4.
Prepare Request for Authorization (RFA) package (Exhibits 3A, 3E,
$3,000.00
3F, 3G, 30) for preliminary engineering (PE) phase
5.
Obtain concurrence with state Structures Local Assistance (SLA)
$1,440.00
Division /Confirm replacement scope
Subtotal
$18,720.00
Description — Florence Avenue Bridge Rehabilitation at the Rio
Task
Hondo Channel
Fee
6.
Update Preliminary Engineering Study (Exhibit 6 -A) and Roadway
$1,840.00
Data Sheets (Exhibit 7 -C)
7.
Prepare Request for Authorization (RFA) package (Exhibits 3A, 3E,
$3,000.00
3F, 3G, 30) for preliminary engineering (PE) phase
8.
Obtain concurrence with state Structures Local Assistance (SLA)
$1,440.00
Division /Confirm replacement scope
Subtotal
$6,280.00
Total
4$25,000'.00