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2011 TY Lin International Adams St Bridge Mngt Services Project 2006-06O PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and entered into by and between the CITY OF LA QUINTA, ("City"), a California municipal corporation, and TY LIN International ("Consultant"). The parties hereto agree as follows: 1.0 SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide those services related to the Construction Management Services for the Adams Street Bridge, Project No. 2006-06, as specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference (the "services" or "work"). Consultant warrants that all services will be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry for such services. 1.2 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations and1aws of the City of La Quinta and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses, Permits, Fees and Assessments. Except as otherwise specified herein, Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the performance of the services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that (a) it has thoroughly investigated and considered the work to be performed, (b) it has investigated the site of the work and fully acquainted itself with the conditions there existing, (c) it has carefully considered how the work should be performed, and (d) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer (as defined in Section 4.2 hereof). Last revised I1-I8-10 1.5 Care of Work and Standard of Work. a. Care of Work. Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work performed by Consultant, and the equipment, materials, papers and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. The performance of services by Consultant shall not relieve Consultant from any obligation to correct any incomplete, inaccurate or defective work at no further cost to City, when such inaccuracies are due to the negligence of Consultant. b. Standard of Work. Consultant acknowledges and understands that the services and work contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Consultant's services and work will performed in a manner consistent with the standard of care and skill normally exercised by members of the profession. Consistent with Section 1.4 hereinabove, Consultant represents to City that it holds the necessary skills and abilities to satisfy the standard of work as set forth in this Agreement. 1.6 Additional Services. In accordance with the terms and conditions of this Agreement, Consultant shall perform services in addition to those specified in the Scope of Services ("Additional Services") when directed to do so by the Contract Officer. Consultant shall not perform any Additional Services until receiving prior written authorization from the Contract Officer. It is specifically understood and agreed that oral requests and/or approvals of Additional Services shall be barred and are unenforeceable. Failure of Consultant to secure the Contract Manager's written authorization for Additional Services shall constitute a waiver of any and all right to adjustment of the Contract Sum or time due, whether by way of compensation, restitution, quantum meruit, etc. for Additional Services provided without the appropriate authorization from the Contract Manager. Compensation for properly authorized Additional Services shall be made in accordance with Section 2.2 of this Agreement. 1.7 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in Exhibit "D" (the "Special Requirements"). In the event of a conflict between the provisions of the Special Requirements and any other provisions of this Agreement, the provisions of the Special Requirements shall govern. La trevised 11-18-10 2 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with Exhibit "B" (the "Schedule of Compensation") in a total amount not to exceed One Million, Two Hundred Ninety - Nine Thousand, Three Hundred Thirty -Three Dollars ($1,299,333.00) (the "Contract Sum"), except as provided in Section 1.6. The method of compensation set forth in the Schedule of Compensation may include a lump sum payment upon completion, payment in accordance with the percentage of completion of the services, payment for time and materials based upon Consultant's rate schedule, but not exceeding the Contract Sum, or such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, transportation expense, telephone expense, and similar costs and expenses when and if specified in the Schedule of Compensation. Regardless of the method of compensation set forth in the Schedule of Compensation, Consultant's overall compensation shall not exceed the Contract Sum, except as provided in Section 1.6 of this Agreement, "Additional Services." 2.2 Compensation for Additional Services. Additional services approved in advance by the Contract Manager pursuant to Section 1.6 of this Agreement, "Additional Services," shall be paid for in an amount agreed to in writing by both City and Consultant in advance of the Additional Services being rendered by Consultant. Any compensation for Additional Services amounting to five percent (5%) or less of the Contract Sum may be approved by the Contract Officer. Any greater amount of compensation for additional services must be approved by the La Quinta City Council. Under no circumstances shall Consultant receive compensation for any Additional Services unless prior written approval for the Additional Services is obtained from the Contract Officer pursuant to Section 1.6 of this Agreement. 2.3 Method of Billing. Any month in which Consultant wishes to receive payment, Consultant shall submit to City no later than the tenth (1Oth) working day of such month, in the form approved by City's Finance Director, an invoice for services rendered prior to the date of the invoice. Such invoice shall (1) describe in detail the services provided, including time and materials, and (2) specify each staff member who has provided services and the number of hours assigned to each such staff member. Such invoice shall contain a certification by a principal member of Consultant specifying that the payment requested is for work performed in accordance with the terms of this Agreement. City will pay Consultant for all expenses stated thereon which are approved by City pursuant to this Agreement no later than thirty (30) days after invoices are received by the City's Finance Department. Last revised 11-18-10 3 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed diligently and within the time period established in Exhibit "C" (the "Schedule of Performance"). Extensions to the time period specified in the Schedule of Performance may be approved in writing by the Contract Officer. 3.3 Force Ma]eure. The time period specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than City, and unusually severe weather, if Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the forced delay when and if in his or her judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. Extensions to the Schedule of Performance which are determined by the Contract Officer to be justified pursuant to this Section shall not entitle the Consultant to additional compensation in excess of the Contract Sum. 3.4 Term. The term of this agreement shall commence on March 16, 2011 and terminate on February 28, 2013 (initial term). This agreement may be extended upon mutual agreement by both parties (extended term). Unless earlier terminated in accordance with Sections 7.7 or 7.8 of this Agreement, this Agreement shall continue in full force and effect until completion of the services, except as otherwise provided in the Schedule of Performance. Last revised 11-18-10 4 4.0 COORDINATION OF WORK 4.1 Representative of Consultant. The following principals of Consultant are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: a. Mr. Joe Tognoli, P.E., Vice President b. Mr. Joseph Smith, P.E., C.C.M. It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. The foregoing principals may not be changed by Consultant and no other personnel may be assigned to perform the service required hereunder without the express written approval of City. 4.2 Contract Officer. The Contract Officer shall be Timothy R. Jonasson, P.E., Public Works Director/City Engineer or such other person as may be designated by the City Manager of City. It shall be Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and Consultant shall refer any decisions, which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Except as set forth in this Agreement, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 4.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any Last revised 11-18-10 5 time or in any manner represent that it or any of its agents or employees are agents or employees of City. 4.5 City Cooperation. City shall provide Consultant with any plans, publications, reports, statistics, records or other data or information pertinent to services to be performed hereunder which are reasonably available to Consultant only from or through action by City. 5.0 INSURANCE AND INDEMNIFICATION. 5.1 Insurance. Prior to the beginning of and throughout the duration of the Work performed under this Agreement, Consultant shall procure and maintain, at its cost, and submit concurrently with its execution of this Agreement, personal and public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's acts or omissions rising out of or related to Consultant's performance under this Agreement. The insurance policy shall contain a severability of interest clause providing that the coverage shall be primary for losses arising out of Consultant's performance hereunder and neither City nor its insurers shall be required to contribute to any such loss. A certificate evidencing the foregoing and naming City and its officers and employees as additional insured (on the general liability policy only) shall be delivered to and approved by City prior to commencement of the services hereunder. The following policies shall be maintained and kept in full force and effect providing insurance with minimum limits as indicated below and issued by insurers with A.M. Best ratings of no less than A -:VI: Commercial General Liability (at least as broad as ISO CG 0001) $1,000,000 (per occurrence) $2,000,000 (general aggregate) Commercial Auto Liability (at least as broad as ISO CA 0001) $1,000,000 (per accident) Errors and Omissions Liability $1,000,000 (per claim and aggregate) Workers' Compensation (per statutory requirements) Last revised I 1-18-10 6 Consultant shall carry automobile liability insurance of $1,000,000 per accident against all claims for injuries against persons or damages to property arising out of the use of any automobile by Consultant, its officers, any person directly or indirectly employed by Consultant, any subcontractor or agent, or anyone for whose acts any of them may be liable, arising directly or indirectly out of or related to Consultant's performance under this Agreement. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. The term "automobile" includes, but is not limited to, a land motor vehicle, trailer or semi -trailer designed for travel on public roads. The automobile insurance policy shall contain a severability of interest clause providing that coverage shall be primary for losses arising out of Consultant's performance hereunder and neither City nor its insurers shall be required to contribute to such loss. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,OOO,0OO per claim and in the aggregate. The policy must "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Consultant shall carry Workers' Compensation Insurance in accordance with State Worker's Compensation laws with employer's liability limits no less than $1,000,000 per accident or disease. All insurance required by this Section shall be kept in effect during the term of this Agreement and shall not be cancelable without thirty (30) days written notice to City of proposed cancellation. The procuring of such insurance or the delivery of policies or certificates evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its officers, employees, contractors, subcontractors, or agents. 5.2 Indemnification. a. General Indemnification Provision. 1. Indemnification for Professional Liability. When the law establishes a professional standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all claims, losses, liabilities of every kind, nature Last revised II-18-10 7 and description, damages, injury (including, without limitation, injury to or death of an employee of Consultant or subconsultants), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, to the extent same are cause in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this agreement. With respect to the design of public improvements, the Consultant shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit C without the written consent of the Consultant. 2. Indemnification for Other Than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses) incurred in connection therewith and costs of investigation, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subconsultants of Consultant. 3. Standard Indemnification Provisions. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this section from each and every subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this agreement. In the event Consultant fails to obtain such indemnity obligations from others as required herein, Consultant agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Consultant and shall survive the termination of this agreement or this section. Last revised II-18-10 8 4. Indemnity Provisions for Contracts Related to Construction. Without affecting the rights of City under any provision of this agreement, Consultant shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City's active negligence accounts for only a percentage of the liability involved, the obligation of Consultant will be for that entire portion or percentage of liability not attributable to the active negligence of City. b. Indemnification Provision for Design Professionals. 1. Applicability of Section 5.2(b). Notwithstanding Section 5.2(a) hereinabove, the following indemnification provision shall apply to Consultants who constitute "design professionals" as the term is defined in paragraph 3 below. 2. Scope of Indemnification. To the fullest extent permitted by law, Consultant shall indemnify, defend, and hold harmless City and City's agents, officers, officials, employees, representatives, and departments ("Indemnified Parties") from and against any and all claims, losses, liabilities of every kind, nature and description, damages, injury (including, without limitation, injury to or death of an employee of Consultant or subconsultants), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Consultant, any subconsultant, anyone directly or indirectly employed by them or anyone that they control. 3. Design Professional Defined. As used in this Section 5.2(b), the term "design professional" shall be limited to licensed architects, registered professional engineers, licensed professional land surveyors and landscape architects, all as defined under current law, and as may be amended from time to time by Civil Code § 2782.8. 5.3 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option: Lut revised 11-18-10 9 a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement. b. Order Consultant to stop work under this Agreement and/or withhold any payment(s) which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. C. Terminate this Agreement. Exercise of any of the above remedies, however, is an alternative to any other remedies City may have. The above remedies are not the exclusive remedies for Consultant's failure to maintain or secure appropriate policies or endorsements. Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractors' performance of work under this Agreement. 5.4 General Conditions pertaining to provisions of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1 . Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. Last revised 11-18-10 10 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right , but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide thirty (30) days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project that is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. La trevised 11-18-10 II 11. Consultant agrees not to self -insure or to use any self -insured retentions or deductibles on any portion of the insurance required herein (with the exception of professional liability coverage, if required) and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self -insured retention, the deductible or self -insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self -insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five (5) days of the expiration of coverages. Last revised 11-18-10 12 17. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. 6.0 RECORDS AND REPORTS. 6.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning Consultant's performance of the services required by this Agreement as the Contract Officer shall require. 6.2 Records. Consultant shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the cost and the performance of such services. Books and records pertaining to costs shall be kept and prepared in accordance with Last revised 1I-18-10 13 generally accepted accounting principals. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. Consultant shall retain and 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. 6.3 Ownership of Documents. Originals of all drawings, specifications, reports, records, documents and other materials, whether in hard copy or electronic form, which are prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement, shall be the property of City and shall be delivered to City upon termination of this Agreement or upon the earlier request of the Contract Officer, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Consultant shall cause all subcontractors to assign to City any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages suffered thereby. In the event City or any person, firm or corporation authorized by City reuses said documents and materials without written verification or adaptation by Consultant for the specific purpose intended and causes to be made or makes any changes or alterations in said documents and materials, City hereby releases, discharges, and exonerates Consultant from liability resulting from said change. The provisions of this clause shall survive the completion of this Contract and shall thereafter remain in full force and effect. 6.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer or as required by law. Consultant shall not disclose to any other entity or person any information regarding the activities of City, except as required by law or as authorized by City. 7.0 ENFORCEMENT OF AGREEMENT. 7.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. Last revised II-18-10 14 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the Contract Officer; provided that if the default is an immediate danger to the health, safety and general welfare, City may take such immediate action as City deems warranted. Compliance with the provisions of this section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to Section 7.7. 7.3 Retention of Funds. City may withhold from any monies payable to Consultant sufficient funds to compensate City for any losses, costs, liabilities, or damages it reasonably believes were suffered by City due to the default of Consultant in the performance of the services required by this Agreement. 7.4 Waiver. No delay or omission in the exercise of any right or remedy of a non defaulting party on any default shall impair such right or remedy or be construed as a waiver. City's consent or approval of any act by Consultant requiring City's consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Last revised 11-18-10 15 7.7 Termination Prior To Expiration Of Term. This section shall govern any termination of this Agreement, except as specifically provided in the following Section 7.8 for termination for cause. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Consultant. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. 7.8 Termination for Default of Consultant. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over work and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Consultant for the purpose of setoff or partial payment of the amounts owed City as previously stated in Section 7.3. 7.9 Attorneys' Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing party. 8.0 CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION. 8.1 Non -liability of City Officers and Employees. No officer or employee of City shall be personally liable to Consultant, or any successor in interest, in the event or any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. No officer or employee of City shall have any personal interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects his or her personal interest or the interest of any corporation, partnership or association in which she or he is, directly or indirectly, interested, in violation of any State statute or regulation. Consultant warrants that it has not paid or given and will not pay or give any third party any money or general consideration for obtaining this Agreement. Last revised II-18-10 16 8.3 Covenant against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry. 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, consent, approval, communication either party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this section. To City: CITY OF LA QUINTA Attention: Thomas P. Genovese City Manager 78-495 Calle Tampico P.O. Box 1504 La Quinta, California 92247-1504 To Consultant: TY LIN International Attention: Mark Ashley, P.E. Senior Vice President 404 Camino del Rio South, Suite 700 San Diego, California 92108 9.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and all previous understanding, negotiations and agreements are integrated into and superseded by this Agreement. 9.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing signed by both parties. 9.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder. Last revised I1-18-10 17 9.5 Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA QUINTA a California municipal corporation Thomas P. Genovese, City Manager Date 11 ATTEST: I Veronica J. MgKtecino, CMC, City APPROVED AS TO FORM: ULTANT: TY LIN International Name: Mark Ashley, P.E. Title: Senior Vice President Date: Last revised II-18-10 18 Exhibit A Scope of Services Consultant will perform the tasks necessary to provide Construction Management Services for the Adams Street Bridge Improvements, Project No. 2006-06, Federal Aid Project Number BR-NBIL (503). Consultants shall perform it's work in accordance with the scope of work, dated March 15, 2011, attached and made a part hereof. Last revised I1-18-10 19 EXHIBIT A SCOPE OF WORK ■_■ March 16, 2011 The scope of these services consists of, but is not limited to, Construction Management and Inspection Services for the Adams Street Improvements Project and will include Pre -Construction, Construction, and Post -Construction Phases. The work to be performed by the TYLI shall be based on the procedures, guidelines, standards, and the code contained in the Caltrans, City of La Quinta, and other publications listed below: • Local Assistance Procedures Manual (LAPM), with current amendments • Local Programs Procedures (LPP), with current amendments • Construction Manual, current edition • CALOSHA Construction Safety Orders, current edition • Bridge Construction Records and Procedures Manual, current edition • Standard Specifications, current edition • Standard Plans, current edition • Greenbook 2009 Edition • Trenching and Shoring Manual, with current amendments • Falsework Manual, with current amendments • Contract Change Order Manual, with current amendments • Foundations Manual, with current amendments • Quality Assurance Inspection of Field Welding Manual, current edition • Storm Water Quality Handbooks, current editions • Sample Contractor's Water Quality SAPS • Construction General Permit • Coachella Valley State Implementation Plan (CVSIP) for PM-10 EXHIBIT A Task 1.0 PROJECT MANAGEMENT TYLI Resident Engineer shall organize and develop a Project Development Team (PDT). Members of the PDT shall include TYLI Construction Management Resident Engineer, RBF Design Project Manager, TYLI Inspectors as required, Sub -Consultants as required and members of the City of La Quinta. Task 1.1 Monthly PDT Meetings TYLI shall organize and conduct Monthly Progress Meetings to discuss progress of construction project, issues to be resolved and action items to be addressed. Deliverable: TYLI Resident Engineer shall contact all members of the PDT to coordinate the scheduled meeting date. A Meeting Notice, an Agenda and Meeting Minutes shall be prepared for the meeting. Task 1.2 Monthly Progress Reports TYLI shall prepare progress reports to record the progress of the construction project and as supporting data for invoices presented monthly to the City of La Quinta. The Progress Report shall include accomplished tasks for the month, anticipated progress for the next month, pending issues, a list of Contract Change Orders (CCO), a list of Notice of Potential Claims (NOPC) (if any), financial updates on the Contractor's work and TYLI's contract, and schedule completion target dates. Deliverable: TYLI shall hand deliver progress reports with the monthly invoices and deliver the Progress Reports to the City of La Quinta at the monthly PDT meetings. Task 2.0 PRE -CONSTRUCTION SERVICES Task 2.1 Constructability Review TYLI Resident Engineer shall perform a constructability review of the contract plans, specifications, and estimate according to Caltrans Constructability Review Process. TYLI shall perform an independent check of the quantities. TYLI shall review Specifications for compatibility with plans and estimate. TYLI shall validate estimate for realistic prices, errors and/or omissions. TYLI shall review plans specifically checking staging, utility conflicts, adequate access for construction, whether construction details are complete and buildable, among other items. Deliverable: TYLI shall provide a checklist identifying compliance, errors and/or omissions in the plans, specifications, and estimate, with recommendations for correction. Plans shall be returned to original designer with mark-ups and comments. Specifications will be flagged where appropriate with explanations of omission, errors, and suggested corrections. Task 2.2 Bid -Opening Meeting TYLI shall schedule and conduct a bid -opening meeting per Chapter 15.5 of the Caltrans LAPM. TYLI shall assist the City with advertising a bid -opening meeting in applicable newspapers and trade magazines. TYLI will assist the City with retaining the appropriate documents for the successful low bidder. Deliverable: A Meeting Notice, an Agenda and Sign -In Sheet shall be prepared for bid -opening meeting. Completed Local Agency Bid Opening Checklist per LAPM Chapter 15. EXHIBIT A W-M Task 2.3 Bid Analysis TYLI shall review and analyze contractor's bids in accordance with Chapter 15.6 of the LAPM. TYLI shall review the unit bid prices in each bid for reasonable conformance with the engineer's estimate and compare with each other bid received. TYLI shall evaluate bids for responsiveness and completeness, and assure compliance with DBE and UDBE program, per the LAPM. Deliverable: The TYLI shall make recommendations to agency on acceptance of contractor's bids. Task 2.4 Pre -Construction Public Outreach TYLI subconsultant shall meet with the City and develop initial plan for Public Outreach to be implemented prior to construction starting and after construction commences. Deliverable: TYLI subconsultant shall submit initial Public Outreach Plan for City's review and comments. Task 2.5 Project Walk -Through TYLI shall schedule and administer a project walk-through with TYLI team members, City personnel, and RBF design engineers. Deliverable: TYLI Resident Engineer shall set up and administer the meeting, take notes during walk and deliver minutes to participants within two days after walk-through. Task 2.6 Review Project Permit Requirements TYLI Resident Engineer, Assistant Resident Engineer, and other sub -consultants shall review the project permit requirements, paying particular attention to the potential impact to Contractor plan and schedule. Deliverable: TYLI shall summarize salient points about each permit and discuss any issues with the City of La Quinta. Time will be allowed at the pre -construction meeting to discuss project permits. Task 2.7 Project Kick -Off Meeting TYLI's Resident Engineer shall schedule and administer a project kick-off meeting with TYLI team members, City personnel, and RBF design engineers. The intent of the meeting will be to obtain issues and concerns that City personnel would like addressed at the pre -construction meeting. Deliverable: TYLI's Resident Engineer shall contact each member, take notes during meeting and deliver minutes to participants within two days after walk-through. Task 2.8 Pre -Construction Meeting TYLI's Resident Engineer shall schedule and conduct a pre -construction meeting with approved contractor. TYLI shall contact additional City personnel, members of the contractor's team, local authorities (police, fire, etc.), Caltrans Local Assistance, RBF design engineer, personnel from CVWD, Verizon, III) and Time Warner. Topics will include items such as agency expectations, labor compliance, Equal Employment Opportunity compliance, safety, environmental permits, SWPPP, materials testing and compliance, Contractor submittals, encroachment permits, quality control and quality assurance expectations, and payment process. Deliverable: A Meeting Notice, Agenda and Sign -In Sheet shall be prepared for pre -construction meeting. (The meeting agenda will be provided to City personnel five days prior to meeting to secure concurrence on topics to be covered.) Action items will be assigned to appropriate personnel with a EXHIBIT A timeline for completion of tasks. TYLI shall provide meeting minutes to attendees within two days of meeting. Task 2.9 Pre -Construction Photo Documentation TYLI's Inspector shall conduct pre -construction photo and video documentation of the existing conditions on the project site. Deliverable: TYLI shall provide the agency with compact disks and videos containing pre -construction documentation. Copies of disks and videos will be made and inserted into the project files on site. Task 3.0 CONSTRUCTION SERVICES Task 3.1 Perform Construction Management, Inspection and Administration TYLI will perform all construction management, inspection and administration in accordance with the Plans and Specifications, Caltrans Standards, Standard Specifications for Public Works Construction, and the City of La Quinta requirements as necessary for the project to assure contract compliance and Federal reimbursement as outlined in the LAPM and the Caltrans Construction Manual. The following is a brief description of some of the major aspects of this work: Deliverables: Deliverables for each item below will vary depending on nature of task. A copy of all deliverable items as a result of task identified below shall be kept in the contract files on site. Task 3.1.1 Contract Documents, Plans, Specifications, and Permits TYLI's Resident Engineer and Inspector(s) will have a complete understanding of all contract documents and their applicability to the specific items of work. Task 3.1.2 Mitigation Monitoring Plan (MMP) TYLI's Resident Engineer shall maintain and populate the MMP in accordance with permit requirements. Task 3.1.3 Ensure Compliance to Safety Regulations, Building Codes, City Ordinances TYLI's Resident Engineer and Inspector shall verify Contractor's compliance to applicable Construction Safety Orders. Violations will be recorded and Contractor shall be requested to correct unsafe condition. A safety diary shall be written for each violation and maintained in the Construction Files. In appropriate situations the project shall be shut down until Contractor corrects safety violation(s). Task 3.1.4 implement Public Outreach Plan TYLI's Resident Engineer and subconsultant shall implement established Public Outreach Plan, in coordination with the City. Plan may include populating City's website and/or Facebook page with information and pictures of the project, door -knob hangers, public meetings, streaming live video feeds from the project site to the City's website and/or Facebook, fliers, face -face meetings with business owners, residents and other stakeholders. Task 3.1.5 Document Control Filing TYLI's Resident Engineer and Office Administrator shall set up and maintain the contract filing system in accordance with the Caltrans Construction Manual and Local Assistance Procedures Manual. Files shall include, but not be limited to, all contracts, plans and specifications and EXHIBIT A applicable addenda, all correspondence, pre -construction checklists, submittals, Contract Change Orders, diaries, monthly progress payments, certificates of compliance, survey requests, all EEO compliance paperwork, Request For Information documents (RFI's), permit inspections and materials testing diaries and spreadsheets. Task 3.1.6 Project Permits TYLI's Resident Engineer, Office Administrator and Inspector shall maintain a copy of all permits for the project in the construction trailer and in their daily workbook. TYLI's Resident Engineer and Inspector shall ensure Contractor complies with all permit requirements. Task 3.1.7 Compilation of Records (Bound Workbooks) TYLI's Inspector shall maintain a set of bound documents to track record of quantities constructed, daily and weekly reports, photographs and other items as necessary. Task 3.1.8 Baseline Schedule & Schedule Updates TYLI's Resident Engineer and Inspector will review the baseline CPM schedule submitted by the Contractor and work closely with the Contractor until it is acceptable. TYLI's Resident Engineer and Inspector will review monthly Baseline Schedule updates and verify accuracy. TYLI's Resident Engineer will work with the Contractor to maintain the project schedule to show current conditions and suggest revisions as necessary. TYLI's Resident Engineer will also review Contractor's weekly updates, to be submitted on the last working day of the week, and provide comments and/or concerns. Task 3.1.9 Daily Inspection TYLI's Resident Engineer and Inspector shall perform daily inspection of all Contractors' activities. TYLI will ensure compliance with contract documents. TYLI's Resident Engineer and Inspector shall evaluate, approve or reject the Contractor's and Sub -Contractor's work in accordance with the contract documents. TYLI will place the City's interest as the top priority throughout the duration of construction. Task 3.1.10 Domestic Water and Sanitary Sewer Improvements TYLI's Resident Engineer and Inspector shall coordinate with Coachella Valley Water District (CVWD) for relocation, removal, and protection of their facilities. TYLI's Resident Engineer will ensure Contractor compliance with plans, specifications, and all requirements from CVWD. TYLI's Inspector will monitor and document all work associated with CVWD facilities. Task 3.1.11 Daily Diaries TYLI's Resident Engineer and Inspector shall record all inspection observances on a daily diaryform. This information will include but not be limited to job stamp, date, weather, item of work performed, hours of work performed, measurement of items installed, workers names and classifications, equipment numbers, subcontractor's personnel, conversations, conflicts and resolutions, and non-compliance (if necessary). Task 3.1.12 Photo Log TYLI's Inspector will make a photo log of the project. Photos will include all pre-existing conditions, work -in -progress, disputed work and issues of contract non-compliance, SWPPP and PM10 violations, extra work and completed work. EXHIBIT A Task 3.1.13 Tracking Construction Materials TYLI's Resident Engineer and Inspector shall track Contractors' materials by certificate of compliance or Caltrans source inspection release tags. TYLI's Office Administrator shall file all certifications appropriately. Task 3.1.14 Traffic Management Plan TYLI's Resident Engineer and Inspector shall administer the implementation of the projects Traffic Management Plan (TMP). TYLI's Inspector shall review traffic control devices in day -time and at night-time to verify effectiveness. TMP will consider emergency response vehicles. Task 3.1.15 Submittal Review TYLI's Office Administrator shall receive, stamp with date received, and track all Contractors', subcontractors', and independent party submittals. A log will be set up identifying submittal name, responsible party, review party and whether date was met. Log will be used at weekly progress meetings. TYLI's Resident Engineer shall coordinate directly with Design Engineer for review of submittals designated for designer. The need for expeditious review of submittals will be stressed at the weekly progress meetings. Submittals shall include but not be limited to: • Contractor's Injury and Illness Prevention Plan (IIPP) • Contractor's equipment list • SWPPP • Mix Designs (Asphalt Concrete and Portland Cement Concrete) • Notice of Materials to be used • Notice of Materials to be tested • Falsework Design • Shoring Design • Pile Drilling Plan • Decorative railing Shop Drawings • Electrical Plan • Traffic Management Plan • Utility Coordination Plan • Joint Assembly Shop Drawings • Reinforcement Steel Placement Plan Task 3.1.16 Labor Compliance/Equal Employment Opportunity/Prevailing Wage/Disadvantaged Business Enterprise (DBE) TYLI's Resident Engineer shall enforce the contract requirements as they pertain to Labor Compliance, Equal Employment Opportunity, Prevailing Wage, and Disadvantaged Business Enterprise according to the Local Assistance Procedures Manual. This shall include Inspectors preparing daily diaries and recording workers names, classifications, work performed and hours worked on each task. TYLI's Office Administrator shall receive Contractors', Subcontractors', and equipment rental companies' certified payrolls on a weekly basis and ensure that the applicable Davis -Bacon or State prevailing wage, as referenced in special provisions, is adhered to; track work performed by DBE and UDBE Subcontractors; hours of work performed and monthly progress payments that include work by DBE and UDBE Subcontractors. TYLI Inspector shall conduct spot check EEO interviews and maintain written evidence of apprentices employed on the project. TYLI EXHIBIT A office Administrator shall cross reference reports, interviews, payrolls, and wage rates in order to determine Contractor and Subcontractor compliance Task 3.1.17 Coordinate and Monitor All Inspection Activities TYLI's Resident Engineer shall coordinate and monitor all inspection activities including TYLI Inspectors, specialty inspectors, permit inspectors and necessary inspections from additional agencies involved in the project. TYLI's Resident Engineer shall track costs of inspection and provide updates to the City on a monthly basis with monthly invoice. Task 3.1.18 Weekly Diaries TYLI's Resident Engineer shall create a weekly diary. Diary shall include general contractor's activities on a daily basis, working day identification, percent project complete, percent project remaining, conversations with Contractors' Superintendent and Foremen, resolutions of conflicts, and submittals received. Task 3.1.19 Weekly Statement of Working Days (WSWD) TYLI's Resident Engineer shall create a Weekly Statement of Working Days spreadsheet and submit to Contractor on a weekly basis. WSWD form shall be in Caltrans format and shall track working days, non -working days, holidays, inclement weather, working days in which no work was performed, time extensions, percent time complete and percent work complete. Task 3.1.20 Coordinate with City Engineer and Other City Departments TYLI's Resident Engineer shall coordinate with the City Engineer and other applicable City personnel to discuss project progress, issues, and costs prior to weekly progress meetings. Task 3.1.21 Weekly Construction Progress Meetings TYLI's Resident Engineer shall conduct weekly coordination meetings with the Contractor, City personnel Design Engineer, Sub -Consultants, local business owners, applicable utility representatives, and others as necessary. Topics shall include upcoming work, schedule, utility coordination, issues of non-compliance (if necessary), change orders, and tracking of submittals. Task 3.1.22 Coordination Meetings with Property Owners and Businesses TYLI's Resident Engineer shall meet as -needed with local businesses, residents, and property owners to discuss the project, explain the schedule and to address any concerns. Task 3.1.23 Request For Information (RFI) TYLI's Resident Engineer shall receive, record, review, and respond to all Contractor's Request For Information. Resident Engineer shall submit to third party for review if necessary. Response times will be determined and adhered to. EXHIBIT A A Task 3.1.24 Change Requests/Contract Change Orders (CCO)/Transmittal Letters TYLI's Resident Engineer shall receive, record, and review all Contractors' Requests for Changes. All requests will be reviewed for merit and discussed with City Management. If change is warranted, Resident Engineer shall create Contract Change Order and Transmittal Letter according to Caltrans Contract Change Order Manual. Resident Engineer will receive agency approval prior to submittal to Contractor. TYLI's Resident Engineer and Inspector shall track all extra work on separate daily diaries. Monthly progress payments shall reflect all CCO worked performed in the previous month. Task 3.1.25 Coordinate Materials Testing and Inspection/Surveying Services TYLI's Resident Engineer shall coordinate and monitor all materials testing services and construction surveying. Survey requests will be required by the Contractor 48 hours prior to need for staking. Materials testing reports will be reviewed and initialed by the Resident Engineer and maintained in the project files. Task 3.1.26 Prepare Monthly Progress Estimates TYLI's Resident Engineer and Office Administrator shall prepare Monthly Progress Estimates to summarize payment to the Contractor for work performed. TYLI's Resident Engineer shall prepare supporting documents for each item of work to be paid. These documents shall include at a minimum, item to be paid, amount of item to be paid, calculation of material placed, Certificates of Compliance or Release Tags, name of individual creating document, name of individual verifying document, and date. A comprehensive Monthly Progress Estimate shall be submitted to the City for review, approval, and processing. Monthly Progress Estimates shall include Contract Change Order Work. Task 3.1.27 Monitor Construction Costs TYLI's Resident Engineer shall track construction costs on a monthly basis. Excel spreadsheets shall be created to monitor payment on each item of work. Spreadsheets shall be updated on a monthly basis. Contingency balance will be monitored and updated after each CCO or after each Monthly Progress Estimate. Task 3.1.28 Storm Water Pollution Prevention Plan (SWPPP) Compliance TYLI's Resident Engineer and Inspectors and Subconsultant Inspectors shall inspect the project site and monitor Contractor's compliance with Best Management Practices (BMP's) in accordance with Caltrans Handbooks and Sample Contractor's Water Quality SAP's. TYLI's Resident Engineer shall monitor the weather forecast during the storm season and ensure Contractor's compliance for pre - storm, storm event, and post storm requirements. Proper handling and storage of non -visible pollutants shall be enforced. Task 3.1.29 PM70 Compliance TYLI's Resident Engineer and Inspectors and Subconsultant Inspectors (holding Coachella Valley Fugitive Dust Certificates) shall inspect the project site and monitor Contractor's compliance with Best Management Practices (BMP's) in accordance with the Coachella Valley State Implementation Plan. TYLI's Inspector shall verify that Contractor utilizes approved haul routes in accordance with the TMP and PM10 requirements. EXHIBIT A Task 3.1.30 Implement Public Outreach Plan Implement Public Outreach Plan TYLI's Resident Engineer shall maintain an open door policy throughout the Construction contract and shall meet with local residents, business owners and other interested parties and address their concerns. Task 3.1.31 Notice of Potential Claims (NOPC)/Claims Resolution TYLI's Resident Engineer shall review any Notice of Potential Claims submitted by the Contractor for merit and conformance to the requirements in the Special Provisions. TYLI's Resident Engineer shall follow the guidelines and procedures established by the City and the Caltrans Construction Manual in responding to, resolving, and fighting protests, potential claims, and claims. Proper documentation will be created to establish a chain of events in the claims process. Task 3.1.32 Create and Ensure Compliance to Punchlists TYLI's Resident Engineer and Inspector shall create punchlists throughout the construction process after each item of work is complete. Punchlists shall include items that need to be corrected or amended. TYLI's Inspector shall meet with Contractor's personnel regularly to monitor completion of punchlist items. Completion of punchlist items shall be a topic at the Weekly Construction Progress Meetings. Task 3.1.33 As-Buiff Project Schedule TYLI's Resident Engineer and Inspector shall maintain an as -built project schedule to assist in disputes and request for time due to impacts. Task 3.1.34 Record Drawings TYLI's Inspector shall maintain a copy of 'red -mark' plans in the trailer at all times to track changes to the contract plans, additions and deletions through CCO's, utilities that were incorrectly identified, and additional items that must be identified on the final record drawings. Task 3.1.35 Perform Quality Assurance of CIDH Piles TYLI's subconsultant shall provide Gamma -Gamma logging (GGL) of the 24" and 10' diameter CIDH Piles and provide appropriate report(s) to ascertain the homogeneity of the concrete within the piles. Task 3.1.36 Maintain TYLI Training Program TYLI Resident Engineer shall maintain TYLI's CM training program during the construction of Adams Street Bridge. This shall include recertification of traffic control, confined space, fall protection, and trenching/shoring safety classes. Training shall also include latest updates to LAPM and CPM scheduling software. TYLI shall invite City of La Quinta and other interested agencies to training. Task 4.0 POST -CONSTRUCTION SERVICES -PROJECT CLOSE-OUT TYLI will perform all construction management and administration necessary for closing out the project to assure contract compliance and Federal reimbursement as outlined in Caltrans Local Assistance Procedures Manual. The following is a brief description of some of the major aspects of this work: EXHIBIT A Task 4.1 Correction and Completion of Work TYLI's Resident Engineer and Inspector will coordinate the correction and completion of all work on the project. Deliverable: TYLI's Resident Engineer shall submit a list of items that remain for correction. TYLI's Resident Engineer shall monitor the completion of this work and provide updates to the City. Task 4.2 Substantial Completion TYLI's Resident Engineer shall assist the City in determining when the Project, or a designated portion thereof, is substantially complete. Deliverable: TYLI's Resident Engineer shall prepare for the City a summary of the status of the work of the Contractor, listing changes in the previously issued certificates of substantial completion of the work. TYLI's Resident Engineer will recommend times within which the Contractor shall complete items on their certificate of substantial completion of work. Task 4.3 Item Close -Out TYLI's Resident Engineer and Inspector shall close out and balance all contract items. Item overruns and underruns will be resolved with the Contractor. Contract Change Orders to adjust item prices will be created, if necessary. Deliverable: TYLI's Resident Engineer shall submit a list of item overruns and underruns to the City. TYLI's Resident Engineer shall submit a CCO for approval by the City, as necessary, to adjust item prices. Task 4.4 Claims Report TYLI's Resident Engineer shall prepare a Claims Report for each claim that is outstanding and unresolved at the end of the construction project. Claims Reports shall be in accordance with Section 2-70 "Protests, Potential Claims, and Claims," of the Caltrans Construction Manual. TYLI's Resident Engineer will endeavor to avoid claims during construction. If claims are not avoided, TYLI's Resident Engineer will focus on resolving any and all claims prior to completion of the project. Deliverable: TYLI's Resident Engineer shall submit a claims report for each claim for review by the City and Caltrans. Task 4.5 Proposed Final Estimate TYLI's Resident Engineer shall prepare the Proposed Final Estimate. This document shall be provided after resolution of construction claims. Deliverable: TYLI's Resident Engineer shall submit a Proposed Final Estimate to the Contractor for acceptance. Resident Engineer shall submit a Proposed Final Estimate to the City and Caltrans. Task 4.6 Project Report TYLI's Resident Engineer shall create a Project Report that identifies the construction of the project, the final cost of construction including construction management and administration, a list of all Contract Change Orders, a list of Construction Claims and the result of each after resolution, and a photo documentary of construction. Deliverable: TYLI Resident Engineer shall submit a Project Report to the City. EXHIBIT A Task 4.7 Coordinate the Transition of Project to City Maintenance TYLI's Resident Engineer will coordinate the transition of the project over to City maintenance personnel. Deliverable: TYLI Resident Engineer shall provide a list of manuals and catalogs to City Maintenance personnel. TYLI's Resident Engineer shall invite City Maintenance personnel to final walk-through meetings and weekly progress meetings as the project nears completion. Task 4.8 Record Drawings TYLI's Resident Engineer and original structure designer shall prepare a set of original structure tracings with as -built corrections in accordance with Chapter 17 of Caltrans LAPM. As -Built plans for roadway items shall be in accordance with City standards. Deliverable: TYLI Resident Engineer shall submit Record Drawings for the Structure to the City and Caltrans. TYLI Resident Engineer shall submit roadway Record Drawings to the City. Task 5.0 SURVEY SERVICES TYLI's Sub -consultant for survey services shall provide surveying in accordance with the Caltrans Department of Transportation, Surveys Manual, Chapter 12 and in accordance with what is identified in the City of La Quinta RFP for the Adams Street Improvement Project. Sub -consultant for survey shall provide survey stakes for site preparation and to construct drainage, utility relocations, retaining and wingwalls, bridge, paving and slope lining. Sub -contractor shall also be available to Resident Engineer to assist, as -needed, for other miscellaneous surveying needs. Deliverable: Sub -consultant shall submit survey sheets to TYLI's Resident Engineer for review, approval, signature, and placement in the contract files. Task 6.0 MATERIALS TESTING AND INSPECTION SERVICES TYLI's Sub -consultant for materials testing and inspection services shall provide quality assurance inspection and testing of materials used in construction to verify Contractor's compliance with applicable standards, in accordance with the City of La Quinta's Quality Assurance Plan (QAP), and Caltrans Construction Manual Chapter 3, "Control of Materials' and Chapter 6, "Sample Types and Frequencies." Deliverable: Sub -consultant shall submit test reports to TYLI's Resident Engineer for review, approval, signature, and placement in the contract files. Non -complying test results shall be brought to the Resident Engineer's attention immediately. Sub -consultant shall create spreadsheets to track testing frequencies, results, and retests (if necessary) to TYLI's Resident Engineer for review, approval, signature, and placement in the contract files. Sub -consultant shall track and document time allotted to retests. Task 7.0 BIOLOGICAL MONITORING TYLI's Sub -consultant for biological monitoring shall provide surveying (pre -construction) for burrowing owls that may be living in the project footprint. It is anticipated that the pre -construction survey will not find any burrowing owls. However, if owls burrowing are encountered, additional monitoring will be required during construction phase to ensure compliance with agency permits. Deliverable: Sub -consultant shall submit diaries to TYLI's Resident Engineer for review, approval, signature, and placement in the contract files. Actions of non-compliance shall be brought to the Resident Engineer's attention immediately. Exhibit B Schedule of Compensation With the exception of compensation for Additional Services, provided for in Section 2.2 of this Agreement, the maximum fixed fee not to exceed total compensation to be paid to Consultant under this Agreement is One Million, Two Hundred Ninety -Nine Thousand, Three Hundred Thirty -Three Dollars ($1,299,333.00) ("Contract Sum"). The Contract Sum shall be paid to Consultant in installment payments made on a monthly basis and in an amount identified in Consultants Schedule of Compensation attached hereto for the work tasks performed and properly invoiced by Consultant in conformance with Section 2.2 of the Agreement. Last revised 11-18-10 20 agp�p� eaaaaaaea ae aaa aeaeaaaeee sae ass ass sa � � I.II ease a••asc•s•aE �33 as Aas:a•e �: ^•y - „Eli ail - EN j � e say ' v ly G ] 9 '_ �I =a p S I a ll " s ae ee seas a E a e � 8'l 8'a�age a•e I a M a c Y 1 a 8 ff l e I I I js I „ �£= @' Ps Pa. 31g $s is ➢sl �}5 Jg a ga e.�x. a=,Aas-' gg E:� ",Ea aAa S:s aaa'gae „,y as on 8.s� 5€" I§ sg3 ayygzoo � e d pp pp Exhibit C Schedule of Performance Consultant shall complete all services identified in the Scope of Services, Exhibit "A" of this Agreement in accordance with the attached Staffing Plan Schedule, attached hereto and incorporated herein by this reference. Lestrevised I1-18-10 21 m z � II I II I o —_I I s F s 6 I I I ill I 1 oVc I I _ 14 o ro ag s 5 Ala a'a —r3p3: 3 zf O m F ¢ z F o c V � o i z a r Exhibit D SPECIAL REQUIREMENTS The project is partially funded by highway Bridge Program funds administered through the California Department of Transportation (Caltrans). As such, the Consultant shall comply with the requirements of 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31 et seq.; 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments, and Caltrans Local Procedures Manual Processing Procedures for Implementing Federal and/or State Funded Local Public Transportation Projects. 2. Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since 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 elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3. Nonlobbying Certification For Federal -Aid Contracts. The prospective participant certifies by signing and submitting this proposal to the best of his or her knowledge and belief that: (A)No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. Last revised 11-18-10 22 (B) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his/her proposal/bid that he/she shall require that the language of this certification be included in all lower - tier subcontracts which exceed $100,000 and that all such sub -recipients shall certify and disclose accordingly. 4. Debarment And Suspension Certification. TITLE 49, CODE OF FEDERAL REGULATIONS, PART 29 The Consultant's signature affixed to his proposal shall constitute a certification, under penalty of perjury, that, except as noted below, he/she or any other person associated therewith in the capacity of owner, partner, director, officer, and manager: • Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; • Has not been suspended, debarred, voluntarily excluded or determined ineligible by any federal agency within the past 3 years; • Does not have a proposed debarment pending; and • Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past 3 years. If there are any exceptions to this certification, insert the exceptions in the following space. 23 Exceptions will not necessarily result in denial of award, but will be considered in determining bidder responsibility. For any exception noted above, indicate below to whom it applies, initiating agency, and dates of action. Notes: Providing false information may result in criminal prosecution or administrative sanctions. The above certification is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Certification. 5. Conflict Of Interest. A. The CONSULTANT shall disclose any financial, business, or other relationship with The City of La Quinta that may have an impact upon the outcome of this contract, or any ensuing City of La Quinta construction project. The CONSULTANT shall also list current clients who may have a financial interest in the outcome of this contract, or any ensuing City of la Quinta construction project, which will follow. B. The CONSULTANT hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this agreement. C. Any subcontract in excess of $25,000 entered into as a result of this contract, shall contain all of the provisions of this Article. D. The CONSULTANT hereby certifies that neither the CONSULTANT, its employees, nor any firm affiliated with the CONSULTANT providing services on this project prepared the Plans, Specifications, and Estimates for any construction project included within this contract. An affiliated firm is one, which is subject to the control of the same persons through joint- ownership, or otherwise. E. The CONSULTANT further certifies that neither CONSULTANT, nor any firm affiliated with the CONSULTANT, will bid on any construction subcontracts included within the construction contract. Additionally, CONSULTANT certifies that no person working under this contract is also employed by the construction contractor for any project included within this contract. F. Except for subcontractors whose services are limited to materials testing, no subcontractor who is providing service on this contract shall have provided services on the design of any project included within this contract. 24 6. Rebates, Kickbacks Or Other Unlawful Consideration. The CONSULTANT warrants that this contract was not obtained or secured through rebates kickbacks or other unlawful consideration, either promised or paid to any LOCAL AGENCY employee. For breach or violation of this warranty, LOCAL AGENCY shall have the right in its discretion; to terminate the contract without liability; to pay only for the value of the work actually performed; or to deduct from the contract price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. 7. Prohibition Of Expending Local Agency State Or Federal Funds For Lobbying. A. The CONSULTANT certifies to the best of his or her knowledge and belief that: 1. No state, federal or local agency appropriated funds have been paid, or will be paid by -or -on behalf of the CONSULTANT to any person for influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, in connection with the awarding of any state or federal contract; the making of any state or federal grant; the making of any state or federal loan; the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid, or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency; a Member of Congress; an officer or employee of Congress, or an employee of a Member of Congress; in connection with this federal contract, grant, loan, or cooperative agreement; the CONSULTANT shall complete and submit Standard Form- LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. B. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, US, Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 25 C. The CONSULTANT also agrees by signing this document that he or she shall require that the language of this certification be included in all lower -tier subcontracts, which exceed $100,000, and that all such sub recipients shall certify and disclose accordingly. 8. Safety. A. The CONSULTANT shall comply with OSHA regulations applicable to CONSULTANT regarding necessary safety equipment or procedures. The CONSULTANT shall comply with safety instructions issued by the LOCAL AGENCY Safety Officer and other LOCAL AGENCY representatives. CONSULTANT personnel shall wear hard hats and safety vests at all times while working on the construction project site. B. Pursuant to the authority contained in Section 591 of the Vehicle Code, the LOCAL AGENCY has determined that such areas are within the limits of the project and are open to public traffic. The CONSULTANT shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. The CONSULTANT shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles. C. Any subcontract entered into as a result of this contract, shall contain all of the provisions of this Article. D. CONSULTANT must have a Division of Occupational Safety and Health (CAL -OSHA) permit(s), as outlined in California Labor Code Sections 6500 and 6705, prior to the initiation of any practices, work, method, operation, or process related to the construction or excavation of trenches which are five feet or deeper. 9. Certifications. Caltrans LAPM Exhibits 10-F Certification of Consultant and 10-G Certification of Local Agency, are attached and a part of this Agreement. 26 Local Assistance Procedures Manual EXHIBIT 10-F Certification of Consultant, Commissions & Fees Exhibit 10-F Certification of Consultant, Commissions & Fees CERTIFICATION OF CONSULTANT I HEREBY CERTIFY that I am the is lrVI-*t , and duly authorized representative of the firm fr of T-Y• tint Snf ¢rn&fiti M4L . whose address is ad Camino Al Aid SIA, , lnk -DD, fAw DiMI , U 'IV 09 , and that, except as hereby expressly stated, neither I nor the above firm that I represent have: (a) employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above consultant) to solicit or secure this agreement; nor (b) agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out the agreement; nor (c) paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above consultant) any fee, contribution, donation, or consideration of any kind, foror in connection with, procuring or carrying out this agreement. I acknowledge that this Certificate is to be made available to the California Department of Transportation (Caltrans) in connection with this agreement involving participation of Federal -aid Highway funds, and is subject to applicable state and federal laws, both criminal and civil. (Date) (Signature) Page 10-43 LPP 06-02 May 1, 2006 Local Assistance Procedures Manual EXHIBIT 10-G Certification of Local Agency Exhibit 0-G Certification of Local Agency CERTIFICATION OF LOCAL AGENCY I HEREBY CERTIFY that I am the Public Works Director/City Engineer of the City of La Quinta, California and the consulting firm of T.Y. Lin International, or its representative has not been required (except as herein expressly stated), directly or indirectly, as an express or implied condition in connnection with obtaining or carrying out this Agreement to: (a) employ, retain, agree to employ or retain, any firm or person, or (b) pay or agree to pay, to any firm, person or organization, any fee, contribution, donation, or consideration of any kind. I acknowledge that this Certificate is to be made available to the California Department of Transportation (Caltrans) in connection with this Agreement involving participation of federal -aid highway funds, and is subject to applicable state and federal laws, both criminal and civil. (Date) (Sign t e) rage io-ya LPP 06-02 May 1, 2006 T 1I.II.ITC1 02 IVV 5-4*11 Client#: 722 ACORD.. CERTIFICATE OF LIABILITY — INSURANCE oA3 aT 1D� PRODUCER Dealey, Renton 8 Associates P. O. Box 12675 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE Oakland, CA 94604-2675 510 465.3090 INSURED T. Y. Lin International 2 Harrison Street, 5th Floor INSURER A. Hartford Fire Ins. Co. INSURER B: Hartford Underwriters Ins. Co. INSURER c: Liberty Insurance Underwriters, Inc. INSURER D: Hartford Casualty Insurance Co. San Francisco, CA 94105 INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MM D OMCYEXPIRATION TE M DDL LIMITS LIABILITY MERCIAL GENERAL LIABILITY CLAIMS MADE OCCUR ntract'ILiab 57CESOF1487 03/01/11 03/01/12 EACH OCCURRENCE $1000000 FIREDAMAGE(myoa.fire) $1000000 MED EXP(my one person) $10000 PERSONAL&ADVINJURY $1000000 GENERAL AGGREGATE $2 000 000 ss Liability AGG $2000000LICY GREGATE LIM IT AP, IES PER:PRODUCTS-COMP/OP X PRO LOGBILELIABILITY F 57UUNTM3465 03101/11 03101112 COMBINED SINGLE LIMIT (Ea accitlenqY $1000000 AUTO OWNED AUTOS BODILY INJURY (Per Person) $ HEDULED AUTOSED AUTOS BODILY INJURY (Per accident) $ N-OWNED AUTOS PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC AUTO ONLY: AGO $ $ EXCESS LIABILITY OCCUR CLAIMS MADE EACH OCCURRENCE $ AGGREGATE $ E N $ PENSATION AND ABILITY 57WEK08793 03/01/11 03/01/12 WC $TATU- OTH- X E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 tiability E.L. DISEASE -POLICY LIMIT $1 000 000 ssional AEE2003460111 02/27/11 02/27/12 $1,000,000 per Claim $1,000,000 Annl Aggr. DESCRIPTION OF OPERATIONSILOCAMONSIVEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS General Liability Policy excludes claims arising out of the performance of professional services. RE: Adam's Street - City of La Quinta / Job No. 701141.00. (See Attached Descriptions) SHOULD ANYOF TH E ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WIKXlir XXx= TO MAIL 3f_ DAYSWRITTEN City of La Quinta P.O. Box 1504 NOTICETOTHE CERTIFICATE HOLDER NAMED TOTHE LEaB FTXRIXitwarwoo0oamx La Quinta, CA 92247 xw�L`,IauoL�LMARxAxzxawxoaae ....I n ernRn CORPORATION 198E ACORD 25-5 (II97)1 of 2 #M2b500b DESCRIPTIONS (Continued from Page 1) It is agreed that the City of La Quinta, its officials, employees and agents are included as Additional Insured as respects to General Liability and Automobile Liability. Primary insurance and severability of interests apply per policy form. AMS 25.3 (07/9712 of 2 POLICY NUMBER: 57CESOF1487 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organziation(s): I Location(s) Of Covered Operations City of La Quinta. P.O. Box 1504 La Quinta, CA 92247 RE: Adam's Street - City of La Quinta. / Job No. 701141.00. Cit of La Quinta, its officials, employees and agents are Additional Insured. Information required to complete this Schedule if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, mainte- nance or repairs) to be performed by or on behalf of the additional insured(s) at the loca- tion of the covered operations has been com- pleted; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontrator engaged in performing operations for a principal as a part of the same project. CG 20 10 07 04 Copyright, ISO Properties, Inc., 2004 Page 1 of 1 UNIFORM POLICY NUMBER: 57CESOF1487 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organziation(s): Location And Description Of Completed Operations City of La Quinta P.O. Box 1504 La Quints, CA 92247 RE: Adam's Street - City of La Quints. / Job No. 701141.00. City of La Quinta, its officials, employees and agents are Additional Insured. Information required to complete this Schedule if not shown above, will be shown in the Declarations. Section II - Who Is An Insured is amended to in- clude as an additional insured the person(s) or or- ganization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work' at the location designated and described in the schedule of this endorsement performed for that ad- ditional insured and included in the "products -com- pleted operations hazard". CG 20 37 07 04 Copyright, ISO Properties, Inc., 2004 Page 1 of t UNIFORM OCTOBER 2, 2012 PROFESSIONAL SERVICES AGREEMENT: ADAMS STREET BRIDGE IMPROVEMENT PROJECT NO. 2006-06 CONSULTANT: TY LIN International Attention: Mark Ashley, P.E. Senior Vice President 404 Camino del Rio South, Suite 700 San Diego, CA 92108 PROFESSIONAL SERVICES AGREEMENT AMENDMENT NO. 1 Pursuant to the terms of the original Professional Services Agreement, you are hereby directed to make the herein described changes or do the following described work not included in the original scope of work and fee schedule for this Agreement. Unless otherwise stated all work shall conform to the terms, general conditions, and special provisions of the Agreement. DESCRIPTION OF CHANGE This contract amendment authorizes additional contract funding, in the amount of $677,311, for TY LIN International to continue to provide Construction Management and Inspection Services on the Adams Street Bridge Project through October 30, 2013. TY LIN International's additional work request, dated September 10, 2012, is attached and made part of this contract amendment. ############################################################################## Previous Contract Amount Through Contract Amendment No. -0- $1,209,333.00 Add this Amendment $677,311.00 Revised Contract Total $1,976,644.00 The contract completion date is extended through October 30, 2013. Submitted Date: lo�� 7Z By. I� A Approved By. I We, the undersigned Consultant, have given careful consideration to the change proposed and hereby agree, if this proposal is approved, that we will provide all equipment, furnish all materials, perform all labor, except as may be noted above, and perform all services necessary to complete the above specified work, and herel#yWepl as full paynpnt the amount shown above. Accepted By: Clark Femon for Mark Ashle 1< V itle: Vice President Consultant: T.Y. Lin International Date: 10 TYLININTERNATIONAL engineers I planners I scientists September 10, 2012 Mr. Timothy R. Jonasson, PE Public Works Director/City Engineer City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253 Subject: Adams Street Bridge Project — Additional Work Request to Provide Construction Management and Inspection Services on the Adams Street Bridge Project (City of La Quinta Project 2006-06) Mr. Jonasson, TY Lin International (TYLI) respectfully requests an amendment to our contract to complete the construction management and inspection services for the Adams Street Bridge Project. This letter will serve to clarify our request in relation to the original end date of the Project and the recently revised end date according to the Takeover Agreement between the City and Arch Insurance. The parameters for TYLI's existing contract and the original contract with FTR International are as follows: -Through August 31, 2012, TYLI has expended $938,110.59 of the original budget of $1,299,333.60. -Through August 31, 2012, $361,223.00 is remaining in TYLI's original budget. -The original end date for the contract with FTR International is January 24, 2013. -The original contract duration was 400 working days. -Through August 31, 2012, there are 306 days expended on the original contract. -Through August 31, 2012, there are 94 working days remaining on the original contract. -TYLI has estimated that $441,024.00 would be necessary to continue to maintain reasonable efforts from May, 2012 through the original end date of January 24, 2013 (See attached `Forecasted TYLI Budget — Amendment Request'). -TYLI will require an additional $79,801.00 ($441,024.00 - $361,223.00) to provide services through the original end date of January 24, 2013. The parameters of the Takeover Agreement (Agreement) between the City and Arch Insurance are as follows: -The Agreement allows for 380 calendar days from the NTP date of July 30, 2012. -The revised end date, per the Agreement, is August 13, 2013. -The Agreement represents an additional 139 working days added to the contract. An Affirmative Action /Equal Opportunity Employer M/FiD/V 404 Camino del Rio South, Suite 700 1 San Diego, California 92108 1 T 619,692.1920 1 F 619.692.0634 1 w .tylin.com TYLININTERNATIONAL engineers I planners I scientists -TYLI has estimated that an additional $597,510.00 will be necessary to maintain reasonable efforts from the original end date of January 24, 2013, through the revised end date of August 13, 2013, plus additional time for project close-out. TYLI respectfully requests a contract amendment in the amount of $677,311.00 ($79,801.00 + $597,510.00) to complete the construction management and inspection services for Adams Street Bridge Project. The attached Exhibit titled `Forecasted TYLI Budget — Amendment Request' explains the hours expected for each individual to maintain a reasonable level of effort on the project. Subconsultants and ODC's are represented by lump sum. We look forward to continuing to provide construction management and inspection services to the City and will work diligently to deliver a successful project. Please let me know if you have any questions or need additional information. Sincerely, oseph Smith, PE Resident Engineer TY Lin International Attachment: Forecasted TYLI Budget — Amendment Request An Affirmative Action / Equal Opportunity Employer M/FiDN 404 Camino del Rio South, Suite 700 1 San Diego, California 92108 1 T 619.692.1920 1 F 619.692.0634 1 w Aylin.com MISS E! E Nil QMISSB Eli :11111 11111111 Eli 111111111 Eli 11111:11 MI: MISS M: SO 11:1 �11�1�19�@ 1111� 11 II I� � m 0 m� 00 O` o_ U k7w XP QW o DECENBER 17, 2013 PROFESSIONAL SERVICES AGREEMENT: ADAMS STREET BRIDGE IMPROVEMENT PROJECT NO. 2006-06 CONSULTANT: TY LIN International Attention: Mark Ashley, P.E. Senior Vice President 404 Camino del Rio South, Suite 700 San Diego, CA 92108 PROFESSIONAL SERVICES AGREEMENT AMENDMENT NO.2 srisiY♦YYrwissr#wi*wssisisfr#tirisirrsrsr**#r##sssrssssYises*r*risii#sf#►Y#sts Pursuant to the terms of the original Professional Services Agreement, you are hereby directed to make the herein described changes or do the following described work not included in the original scope of work and fee schedule for this Agreement. Unless otherwise stated all work shall conform to the terms, general conditions, and special provisions of the Agreement. tfst#st#ssss*w*t*sisiisii#t#r#t#r#srrYsr#iwrtiiwws#iis+##+ii+fss#trfs«#s+i*+i DESCRIPTION OF CHANGE This contract amendment authorizes additional contract funding, in the amount of $83,602, for TY LIN International to continue to provide Construction Management and Inspection Services on the Adams Street Bridge Project through January 2013. TY LIN International's additional work request, dated November 27, 2013, is attached and made part of this contract amendment. wtiitiitt#ii#•tittttYYYYiitttii#t#w##iw##iitiititi#it#iiiti«iiw*#tiiti#till##i Previous Contract Amount Through Contract Amendment No. -2- $1,976,644.00 Add this Amendment $93,602.00 Revised Contract Total $2,060,246.00 The contract completion date is extended through February 2014. iii#iftiiiiff/ti•ittifiitY+#ifwYrs+fiYfYi+Yriw*i•##*4#r#it##ii#t#i#i1i#riiit#• Submitted Date: By: Q�A�� �t I z t tits Approved Date: By: ittttitt ttY#tt##t gitffiY Y♦t#Niitiiiiiiftiitiii##i#i#itiitiittiii#i##q We, the undersigned ConsuMff , rTave given careful consideration to the change proposed and hereby agree, if this proposal is approved, that we will provide all equipment, furnish all materials, perform all labor, except as may be noted above, and perform all services necessary to complete the abo a specified work and hereby accept as full payment the amount shown above. Accepted By: Title: y,ci Consultant: ` Date: t zl i 9 3 TYL ININTERNAMNAL ernlneers I planners I sr.,ieniNs November 27, 2013 Mr. Timothy R. Jonasson, PE Public Works Director/City Engineer City of La Quinta 79-495 Calle Tampico La Quinta, CA 92253 Subject: Adams Street Bridge Project — Additional Work Request No. 2 to Provide Construction Management and Inspection Services on the Adams Street Bridge Project (City of La Quinta Project 2006-06) Mr. Jonasson, TY Lin International (TYLI) respectfully requests a second amendment to our contract to comply the construction management and inspection services for the Adams Street Bridge Project This letter will serve to clarify our request in relation to the modified end date of the Project, according to the Takeover Agreement between the City and Arch Insurance, and the actual end date of construction. The parameters for Amendment No. 1 to TYLI's existing contract and the revised end date per the Takeover Agreement between the City and Arch Insurance are as follows: -TYLI's Amendment No. 1 was approved for $677,311.00 to bring TYLI's total contract amount to $1,976,644.00. -The Takeover Agreement established a construction and date of August 13, 2013. -TYLI's Amendment No. 1 request assumed that Arch Insurance's Contractor, Granite Construction, would be complete with the project by the established end date and that we would require an additional two months to complete the closeout of the Project Granite Construction has missed the established end date and final completion of the Project will extend approximately 3-1/2 months (70 Working Days) beyond the established end date of August 13, 2013. The impacts to the schedule are as follows: -Substantial completion of the Project has tentatively been established as Friday, November 22, 2013, however, Granite Construction will require until approximately December 13, 2013, to fully complete all punch list items. -TYLI plans on working on the Project to close Contract Change Orders (CCOs), prepare the Final Estimate and finalize the Federal Funding paperwork on the contract. -TYLI estimates that this work will require 1 full-time employee (John Buckley) to work through January 17, 2014. An Atfrimfim Action /Equal Opportunity Employer UrVN 404 Camino del Rio South, Sine 700 1 San Diego, Calitomia 92108 1 T 619.692.1920 I F 619.692.0634 l www.tylin.com TYLININTERNATIONAL engineers I planners (_scientists The impact to TYLI's original contract plus Amendment No. I is as follows: -Through November 30, 2013, TYLI has expended $2,007,941.80 of the original budget plus Amendment No. 1 of S1,976,644.60 recognizing a loss of $31,297.20 on the project. -RBF Consulting will be performing a final survey of the site, per an agreement with the original Contractor and Arch insurance, to establish a baseline of payment for Unclassified Excavation (Channel). This item was not in the original scope and will cost $3,500.00. -The attached Draft Invoice projects costs through December 31, 2013 as-$64,601.77. -TYLI estimates that an additional $19,000.00 will be required for work in January, 2014 to close out the project by January 17, 2014. Therefore, TYLI respectfully requests a contract amendment in the amount of $93,601.77 to complete the construction management and inspection services for Adams Sheet Bridge Project, prepare a final survey of the channel, and close out the project Please note that TYLI worked a significant amount of overtime on the project while Granite Construction was trying to complete the project by the established end date of August 13, 2013. The impact of this overtime on the budget is $23,810.00. Per the specifications, the City shall be reimbursed by the Contractor the premium overtime that was worked by TYLI to accommodate the Contractor's schedule. The value of the premium overtime amounts to $18,14431. We look forward to continuing to provide construction management and inspection services to the City and will work diligently to deliver a successful project. Please let me know ifyou have any questions or need additional information. Sincerely, dttSmitb. PE Project Manager TY Lin International Attachment: Adams Street Bridge Draft Invoice through December 31, 2013 An AKnmaave ACHon/Equal Opportunlly Emptityer6NFAVV 404 Camino Cal i5o South, Suite 700 1 San Ofto, Calitomia 92108 1 T 619 692.1920 1 F 619.MO04 I www.tyitn.eom