2011-12 NAI Consulting - CIPPROFESSIONAL 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 NAI Consulting, Inc. ("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 Project Management
and Contract Administrative Support Services, 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 Comp with Law. All services rendered hereunder shall be provided
in accordance with all ordinances, resolutions, statutes, rules, regulations and laws
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).
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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 clue 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 be held to a heightened standard of quality and workmanship. Consistent
with Section 1.4 hereinabove, Consultant represents to City that it holds the
necessary skills and abilities to satisfy the heightened 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 "Y (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.
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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 Three Hundred Six Thousand, Four
Hundred Dollars ($306,400) (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 (10th)
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.
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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 Majeure. 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 April 20, 2011
and terminate on June 30, 2012 (initial term). This agreement may be extended
upon mutual agreement by both parties (extended term)• Unless earlier terminated
in accordance with Sections 8.7 or 8.8 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.
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. Lloyd "Nick" Nickerson, Jr., President
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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
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.
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5.0 INSURANCE
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)
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
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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 $1,000,000 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 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 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:
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.
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5.3 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.
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
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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. 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.
9. 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.
10. 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.
11. 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.
12. 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.
13. Consultant acknowledges and agrees that any actual or alleged
failure on the part of City to inform Consultant of non-compliance with any
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insurance requirement in no way imposes any additional obligations on City nor
does it waive any rights hereunder in this or any other regard.
14. 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.
15. 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.
16. 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.
17. 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.
18. 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.
19. 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.
20. 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
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requirements. There shall be no recourse against City for payment of premiums or
other amounts with respect thereto.
21. 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 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
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,
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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.
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 6.0(b). Notwithstanding Section
6.0(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
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Consultant, any subconsultant, anyone directly or indirectly employed by them or
anyone that they control.
3. Design Professional Defined. As used in this Section 6.O(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.
7.0 RECORDS AND REPORTS.
7.1 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.
7.2 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
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.
7.3 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.
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7.4 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.
8.0 ENFORCEMENT OF AGREEMENT.
8.1 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.
8.2 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 8.7.
8.3 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.
8.4 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
Last revised 2-17-11 14
waiver of any other default concerning the same or any other provision of this
Agreement.
8.5 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.
8.6 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 darnages 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.
8.7 Termination Prior To Expiration Of Term. This section shall govern any
termination of this Agreement, except as specifically provided in the following
Section 8.8 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 Section8.3.
8.8 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 8.2, 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 8.3.
8.9 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.
Last revised 2-17-11 15
9.0 CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION.
9.1 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.
9.2 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.
9.3 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.
10.0 MISCELLANEOUS PROVISIONS
10.1 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: Thiomas P. Genovese
City Manager
78-495 Calle Tampico
P.O. Box 1504
La Quinta, California 92247-1504
Last revised 2-17-11 16
To Consultant:
NAI Consulting, Inc.
Attention: Lloyd Nickerson, Jr.
President
68-955 Adelina Road
Cathedral City, CA 92234
10.2 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.
10.3 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.
10.4 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.
10.5 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.
(The remainder of this page intentionally left blank.)
Last revised 2-17-11 17
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates stated below.
CITY OF LA 12UINTA a California municipal corporation
Thomas P. Genovese, City Manager D to
ATTEST:
o, CMC, City Clerk
APPROVED AS TO FORM:
Ka erne Jens V,
City Attorney
CONSULTANT: NAI Consulting, Inc.
`11 2
By: ` Cam'/
jLX.0�'
Name: Lloyd Nickerson, Jr.
Title: President
Date: April 6, 2011
Last revised 2-17-11 18
Exhibit A
Scope of Services
As directed by City Staff, the consultant's services shall include, but are not limited
to the performance of the following assignments, duties and tasks:
• Prepare and submit necessary documents, and coordinate with various regional,
county, state and federal funding agencies to acquire and maintain funding
approval.
• Prepare and track project schedules.
• Prepare correspondence, reports, and memorandums necessary to administer
various City capital improvement projects.
• Assist with bidding procedures, prepare bid summary comparisons in a table
format, and make recommendations for City Council consideration to award
Public Works contracts for construction.
• Prepare and conduct informal request for proposals to construction support sub -
consultants, summarize proposals received and make recommendations for
award of Professional Services Agreements.
• Monitor and report on project status, budget vs. actual expenditures, and
contract time vs. actual time.
• Prepare staff reports for City Council consideration, as necessary.
Other work objectives may include
• Preparation of the City's annual 5-year Capital Improvement Program;
• Preparation and/or management of the City's Development Impact Fee Update;
and
• Continued assistance with issues associated with the Coachella Valley
Transportation Uniform Mitigation Fee (TUMF) Program.
Exhibit B
Schedule of Compensation
Payment shall be in full at the rates listed in the Schedule of Billing Rates attached
herewith for the actual hours submitted in conformance with Section 2.2 of the
Agreement. Total compensation for all work under this contract shall not exceed Three
Hundred Six Thousand Four Hundred Dollars ($306,400.00) except as specified in
Section 1.6 - Additional Services of the Agreement.
Services will be billed on a monthly basis for time and materials expended. All man-hour
costs to be billed at the following hourly rates.
Project Manager/Administrator
Professional Civil Engineer
Design Engineer
CAD Draftsman
Project Technician
Secretarial Support
$125.00 per hour
$140.00 per hour
$110.00 per hour
$85.00 per hour
$85.00 per hour
$50.00 per hour
Any reimbursable expenses shall be provided at cost, without mark-up or additional
overhead.
Exhibit C
Schedule of Performance
Consultant shall complete all services within the TIME LINE ALLOWED BY THE TOTAL
CONTRACT SUM.
Exhibit D
Special Requirements
NONE.
Last revised 2-17-11 22
nine
2NAIrnNR B'"-' "p I 1/I
ACORD- CERTIFICATE OF LIABILITY
INSURANCE
o4;912011 "'
PRODUCER
Desert Empire Insurance
Services, Inc. LIC # OF09643
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.
77-564 Country Club Drive
Palm Desert, CA 92211
INSURERS AFFORDING COVERAGE
NAIC #
INSURED
NAI Consulting, Inc.
68955 Adelina Road
Cathedral City, CA 92234
INSURER A: National Fire Ins. Co. of Hartf
20478
INSURER B: Preferred Employers Ins. Co.
10900
INsuRER c: Hanover Insurance Company
22292
INSURER D: SAFECO
1635
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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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.
LTR
NSR
TYPE OF INSURANCE
POLICYPOLICY
NUMBER
EFFECTIVE
DATE MMDD(Ni
POLICY EXPIRATION
DATE N
LIMITS
A
GENERAL LIABILITY
4017307305
02128/11
02/28/12
EACH OCCURRENCE
$2 000 000
DAMAGE TO RENTED
$300 000
X COMMERCIAL GENERAL LIABILITY
MED EXP (Any one person)
$10 000
CLAIMS MADE 7 OCCUR
PERSONAL &ADV INJURY
s2,000,000
X
Blkt Add'I Ins End't
#SB146968A 01106
GENERAL AGGREGATE
s4.000.000
GEN'L AGGREGATE LIMIT APPLIES PER :
PRODUCTS - COMP/OP AGG
$4000000
X POLICY PET LOC
D
AUTOMOBILE
LIABILITY
ANY AUTO
24CC2034803
11/20/10
11120/11
COMBINED SINGLE LIMIT
(Ea accident)
$1,000,000
X
BODILY INJURY
(Per person)
$
ALL OWNED AUTOS
SCHEDULED AUTOS
X
BODILY INJURY
(Per accident)
$
HIRED AUTOS
NON -OWNED AUTOS
X
PROPERTY DAMAGE
(Per aeGdent)
$
GARAGE LIABILITY
AUTO ONLY - EA ACCIDENT
$
OTHER THAN EA ACC
$
ANY AUTO
P
$
AUTO ONLY: AGG
EXCESSNMBRELLA
LIABILITY
EACH OCCURRENCE
$
OCCUR CLAIMS MADE
AGGREGATE
$
$
$
DEDUCTIBLE
$
RETENTION $
B
WORKERS COMPENSATION AND
WKN1338674
06/01110
06101111
ATU- OTH-
X I WCRYe STLIMITS I I OR
E.L. EACH ACCIDENT
$1,000,000
EMPLOYERS' LIABILITY
ANY PROPRIETORIPARTNEWEXECUTIVE
OFFICER/MEMBER EXCLUDED]
Yes
iDISEASE - EA EMPLOYEE
$1,000,000
E.L. DISEASE -POLICY LIMIT
$1,000,000
It yes, describe under
SPECIAL PROVISIONS below
C
OTHER Professional
LHF890054600
11/01110
111011111
$1,000,000 Each Claim
Liability
$2,000,000 Aggregate
$25,000 Ded Each Claim
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
Additional Insured: The City of La Quinta, City employees, officers, City Engineer, its consultants,
elected officials, agents and sub -consultants.
Scope of Services: Project related to the Public Works Department, Capital Improvement Plan, Project
Management, Contract Management, and Program Administrative Services for Fiscal Year 2011 - 2012.
City of La Quinta Public
78495 Calle Tampico
La Quinta, CA 92253
LO ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL In DAYS WRITTEN
'E TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
HE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
ACORD 25 (2001108) 1 Of 2 #S1714741M167662 2P5AY W Ar Urcu a.urtrurw l lairy I...
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
I��dA�Ii5I�:7
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25•S (2001/08) 2 of 2 #S171474/M167662
SB 146968A31 0106 Page 1 of 2
CNA
IMPORTANT: THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE ADDITIONAL
INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT. SEE PARAGRAPH C., OF
THIS ENDORSEMENT FOR THESE DUTIES.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BLANKET ADDITIONAL INSURED ENDORSEMENT
WITH PRODUCTS -COMPLETED OPERATIONS COVERAGE
BLANKET WAIVER OF SUBROGATION
Architects, Engineers and Surveyors
This endorsement modifies insurance provided under the following:
BUSINESSOWNERS LIABILITY COVERAGE FORM
BUSINESSOWNERS COMMON POLICY CONDITIONS
A. WHO IS AN INSURED (Section C) of the Businessowners Liability Coverage Form is amended to include as an insured any
person or organization whom you are required to add as an additional insured on this policy under a written contract or written
agreement; but the written contract or written agreement must be:
1. Currently in effect or becoming effective during the term of this policy; and
2. Executed prior to the "bodily injury," "property damage," or "personal and advertising injury."
B. The insurance provided to the additional insured is limited as follows:
1. That person or organization is an additional insured solely for liability due to your negligence specifically resulting from
.,your work" for the additional insured which is the subject of the written contract or written agreement. No coverage
applies to liability resulting from the sole negligence of the additional insured.
2. The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement
or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to,
the Limits of Insurance shown in the Declarations.
3. The coverage provided to the additional insured within this endorsement and section titled LIABILITY AND MEDICAL
EXPENSE DEFINITIONS — "Insured Contract" (Section F.9) within the Businessowners Liability Coverage Form, does
not apply to "bodily injury" or "property damage" arising out of the "products -completed operations hazard" unless
required by the written contract or written agreement.
4. The insurance provided to the additional insured does not apply to "bodily injury," "property damage," "personal and
advertising injury" arising out of an architect's, engineer's, or surveyor's rendering of or failure to render any professional
services including:
a. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field
orders, change orders or drawings and specifications by any architect, engineer or surveyor performing services on a
project of which you serve as construction manager; or
b. Inspection, supervision, quality control, engineering or architectural services done by you on a project of which you
serve as construction manager.
5. This insurance does not apply to "bodily injury," "property damage," or "personal and advertising injury" arising out of:
a. The construction or demolition work while you are acting as a construction or demolition contractor. This exclusion
does not apply to work done for or by you at your premises.
C. BUSINESSOWNERS GENERAL LIABILITY CONDITIONS — Duties In The Event of Occurrence, Offense, Claim or Suit
(Section E.2) of the Businessowners Liability Coverage Form is amended to add the following:
An additional insured under this endorsement will as soon as practicable:
1. Give written notice of an occurrence or an offense to us which may result in a claim or "suit" under this insurance,
2. Tender the defense and indemnity of any claim or "suit" to us for a loss we cover under this Coverage Part;
3. Tender the defense and indemnity of any claim or "suit' to any other insurer which also has insurance for a loss we cover
under this Coverage Part; and
http://formnet-ci.cna.com/npolitni/cna6728.htm 4/19/2011
SB146968A31 0106
Page 2 of 2
4. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage
Part.
We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a
claim or "suit" from the additional insured.
D. OTHER INSURANCE (Section H. 2 & 3) of the Businessowners Common Policy Conditions are deleted and replaced with
the following:
2. This insurance is excess over any other valid and collectible insurance naming the additional insured as an insured
whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically
requires that this insurance be either primary or primary and noncontributing to the additional insured's own coverage.
This insurance is excess over any other valid and collectible insurance to which the additional insured has been added as
an additional insured by endorsement.
3. When this insurance is excess, we will have no duty under Coverages A or IS to defend the additional insured against any
"suit" if any other insurer has a duty to defend the additional insured against that "suit". If no other insurer defends, we will
undertake to do so, but we will be entitled to the additional insured's rights against all those other insurers.
When this insurance is excess over other valid and collectible insurance, we will pay only our share of the amount of the
loss, if any, that exceeds the sum of:
(a) The total amount that ;all such other insurance would pay for the loss in the absence of this insurance, and
(b) The total of all deductible and self -insured amounts under all that other insurance.
We will share the remaining loss, if any, with any other valid and collectible insurance that is not described in this Excess
Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the
Declarations of this Coverage Part.
E. TRANSFER OF RIGHTS OF (RECOVERY AGAINST OTHERS TO US (Section K.2) of the Businessowners Common Policy
Conditions is deleted and replaced with the following:
2. We waive any right of recovery we may have against any person or organization against whom you have agreed to waive
such right of recovery in a written contract or agreement because of payments we make for injury or damage arising out of
your ongoing operations or "your work" done under a contract with that person or organization and included within the
"products -completed operations hazard"
http://fonTinet-ei.ena.com/npotitm/cna6728.htm
4/19/2011
AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT WITH
NAI CONSULTING, INC. FOR PROJECT MANAGEMENT AND CONTRACT
ADMINISTRATIVE SUPPORT SERVICES FOR FISCAL YEAR 2012/2013
THIS AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT WITH NAI
CONSULTING INC. FOR PROJECT MANAGEMENT AND CONTRACT ADMINISTRATIVE
SUPPORT SERVICES ("Amendment No. 1 ") is made and entered into as of the 15" day of
May, 2012 ("Effective Date"), by and between the CITY OF LA QUINTA, ("City"), a
California municipal corporation, and NAI Consulting, Inc. (Consultant").
RECITALS
A. On or about April 5, 2011, the City and Consultant entered into a
Professional Services Agreement (PSA) for project management and contract
administrative support services. The term of this original agreement is July 1, 2011
through June 30, 2012.
B. Pursuant to Section 3.4 of the original PSA, the City and Consultant may
extend the term of the agreement for one (1) additional year (extended term) upon mutual
agreement by both parties.
C. Consultant and City now wish to amend the original PSA to extend the term
for one (1) additional year, update scope of work in Exhibit A.
AMENDMENT:
In consideration of the foregoing Recitals and the covenants and promises
hereinafter contained, and for good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as follows:
Section 2.1 of the original PSA is replaced in its entirety, with the following•
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 Three Hundred Six Thousand, Four
Hundred Dollars ($306,400) (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."
Section 3.4 — Term - both parties agree to extend the term of the agreement for one
additional year, commencing on July 1, 2012 and expiring on June 30, 2013.
Exhibit A - Scope of Services of the agreement is replaced, in its entirety, with the
following:
As directed by City Staff, the consultant's services shall include, but are not limited to
the performance of the following assignments, duties and tasks:
• Prepare and submit necessary documents, and coordinate with various regional,
county, state and federal funding agencies to acquire and maintain funding approval.
• Prepare and track project schedules.
• Prepare correspondence, reports, and memorandums necessary to administer various
City capital improvement projects.
• Assist with bidding procedures, prepare bid summary comparisons in a table format,
and make recommendations for City Council consideration to award Public Works
contracts for construction.
• Prepare and conduct informal request for proposals to construction support sub -
consultants, summarize proposals received and make recommendations for award of
Professional Services Agreements.
• Monitor and report on project status, budget vs. actual expenditures, and contract
time vs. actual time.
• Prepare staff reports for City Council consideration, as necessary.
Other work objectives may include:
• Preparation and/or management of the City's Development Impact Fee Update; and
• Continued assistance with issues associated with the Coachella Valley Transportation
Uniform Mitigation Fee (TUMF) Program.
This Scope of Services may be amended upon mutual agreement of the City and
Consultant, pursuant to the terms and conditions of the foregoing Section 1.6
IN WITNESS WHEREOF, the City and Consultant have executed this Amendment No.
1 to the Professional Services Agreement (PSA) NAI Consulting, Inc. for contract traffic
engineer services on the respective dates set forth below.
CITY OF LA QUINTA a California municipal corporation
Mark Weiss, Interim City Manager Date
ATTEST:
Susan Maysels, Interi City Clerk
APPROVED AS TO FORM:
//P, /67(- L —_
M. Kathe ine Jenson —, Pity Attorney
CONSULTANT: NAI Consulting, Inc.
n. r
Name: Lloyd "Nick" Nickerson, President
Exhibit B
Schedule of Compensation
Payment shall be in full at the rates listed in the Schedule of Billing Rates attached
herewith for the actual hours submitted in conformance with Section 2.2 of the
Agreement. Total compensation for all work under this contract shall not exceed Three
Hundred Six Thousand Four Hundred Dollars 0306,400.00) except as specified in
Section 1.6 - Additional Services of the Agreement.
Services will be billed on a monthly basis for time and materials expended. All man-hour
costs to be billed at the following hourly rates.
Project Manager/Administrator
Professional Civil Engineer
Design Engineer
CAD Draftsman
Project Technician
Secretarial Support
$125.00 per hour
$140:00 per hour
$110.00 per hour
$85.00 per hour
$85.00 per hour
$50.00 per hour
Any reimbursable expenses shall be provided at cost, without mark-up or additional
overhead.
twivy 4/1-1/
CONS
ACORDR, CERTIFICATE OF LIABILITY INSURANCE asJ6ir�1°°z '
PRODUCER
Desert Empire Insurance
Services, Inc, LIC 0 OF0864S
T7.584 Country Club Drive
Palm Desert, CA 92211
THIS CERTIFICATE IS ISSUED AS A NATTER 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
HAIC S
INSURED
NAI Consulting, Inc.
68255 Adelina Road
Cathedral City, CA 92234
INSURERA National Fire Ina. Co. of Hart!
20478
INSURERS: Preferred Employers ins. Co.
10900
INBURERC Hanover Insurance Co.
22292
INSURER D: American States Ins. Co.
1635
INSURER E:
V THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUEDTO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERN 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 SrDUM MAY HAVE BEEN REDUCED BY PAID CLAIMS.
SIR
I
TYPlOPSISURANCE
POIJCYMJY8ER
POUCVEFFECTNE
ATIO
RDffln
UNITS
A
GENERALLIABL11Y
CONNERCIAL GENERAL LIABILITY
4017307305 '
02f28112
02=13
EACH OCCURRENCE
7 000000
TO RENTED
M0000
NED DP as plaan
$10000
CWMSMADE aOCCUR
PERSONAL S Am INJURY
E2,000,400
X
Blkt AddT Ins End't
OSB146MBA 01106
X
Blkt Waiver of Subr.
GENERALAGGREGATE
44 000 000
OSB146968A 01/06
GENL AGGREGATE
UNIT APPLIES PER
PRODUCTS-COMPIOP AGO
s4000000
POLICY
X PROM LDC
b
AUTOMOBILE
LIABILITY
ANYAUTO
01-CI-5131394
11/20/11
11/20/12
COMBINED SINGLE UNIT
(Ea=Idaal)
41,000,000
X
BODILY INJURY
(Px PW )
$
ALLOWNEDAUTOS
SCHEDULED AUTOS
X
X
BODILY INJURY
(PW"ddmq
S
HREDAUros
NONAAMNED AUTOS
PROPERTY DAMAGE
(PW uddWl)
S
GARAGESUOBLLNY
AUTOCNLY-FAACCIOENT
4
OTHER THAN EA ACC
AUTOONLY: AGO
4
ANY AUTO
S
E%CESSNIBRE" LJAARUTY
OCCUR 17CWMS MADE
EACH OCCURRENCE
4
AGGREGATE
4
4
S
DEDUCTIBLE
4
RETENTION S
B
woRI®GsoaurENaATIaIAND
EMPLOYERS' LIABILITY
WKN1336678
06101/12
06101113
X"ToUNDBI IGTM
E.L. EACH ACCIDENT
$1000 000
ANY PROPR@TORIPARTNERIE%ECUTNE
OFFICERNISMIER EXCLUDED?
Yes
ILL. DISEASE -EA EMPLOYEE
41000000
E.L. DISEASE -POLICY UNIT
$1000000
�'12"LP��I&S bele
C
OTHER Professional
LHF8900546-01
11/01/11
11/01/12
f1,000,001) Each Claim
Liability
$2,000,000 Aggregate
$28 000 Ded Each Claim
DEBCRIPTI011 OF OPEMTMS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENTI SPECIAL PRWASMB
.10 Day Notice of Cancellation applies for Non -Payment of Premium
Additional Insured: The City of La Quint&, City employees, officers, City Engineer, Its consultants,
elected officials, agents and sub -consultants.
Scope of Services: Project related to the Public Works Department, Capital Improvement Plan, Project
Management, Contract Management, and Program Administrative Services.
City of La Quinta Public
79495 Calls Tampico
La Quhda, CA 92253
1 of 2 019535711111195245
rT OF TIRABOVE DESCRIBED POLICIES BE CANCOLLEDIJeRORET1eeXPIRATDI
UP.THr MWNGMBURER'MLLEND&LVOBro MAIL —30_ DAYSWItlnEN
THE CERTIFICATE HOLCARNAMEDTO THE LEFT, BUT FAILUBE TO DO SO SHALL
OBLIGATION OR LUIBILRY OF ANY MIND UPON THE BSUR6t. IMSAOBNTS OR
2PSAY
�II.L�na®an'
IMPORTANT
if the certificate holder is an ADDITIONAL INSURED, the poficy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement A statement on this certificate does not confer rights to the certificate
holder In lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does It
affirmatively or negativey amend, extend or after the coverage afforded by the policies fisted thereon.
ACORD 258(2DD1108) 2 of fiS39535T/M1195245
CNA
SB-146988-A
(FA 01106)
IMPORTANT: THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE ADDITIONAL
INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT. SEE PARAGRAPH
C., OFTHIS ENDORSEMENT FOR THESE DUTIES.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BLANKET ADDITIONAL INSURED ENDORSEMENT
WITH PRODUCTS -COMPLETED OPERATIONS COVERAGE
8�
BLANKET WAIVER OF SUBROGATION
ArchibWls, Engineers and Surveyors
This endorsement mods ins Insurance provided under the followinq
BUSINESSOWNERS LIABILITY COVERAGE FORM
BUSINESSOWNERS COMMON POLICY CONDITIONS
A. WHO IS AN INSURED (Section C.) of the
Sushessovmers Liability Coverage Form Is amended
4. The Insurance provided to the additional Insured
does not apply to 'lmdtiy injury; 'property
to Include as an Insured any person or organization
damage,' "personal and advertising InW arising
wham you are requtred to add as an additional insured
out of an amhbd* engineers, or surveyor's
an this policy under a wtttmrn contract or written
rendering of or (allure to render any professional
agmemerrb but the written contract or written
services Including:
agreement must be.
1. Cunently In erred or becoming elfedWe during the
a. The preparing, approving, or failing to prepare
or approve maps, shop drawings, opinions,
term of this policy, and
reports, surveys. field orders, change orders
2 Executed prior to the 'bodily ropey," "properly
or drawings and specIfications by any
damage; or "personal and advertising injury"
architect engineer or surveyor performing
services on a project of which you serve as
B. The insurance wed to the additional Insured is
construction manager, or
united as fol
1. That
b. Inspection, supervision, quality control,
person or organization Is an additional
englneering or architectural services done by
Insured ad* for Wily due to your negligence
you an a project cf which you serve as
epedficatiy resuitrg from your work' for the
construction manager.
a rah insured which ilire subject the
g "bodly
E
itten agreement No
L
written contractplies or writtenresulting
�s I�� � � apply to I(ury,"
"w" damage," "personal
aovera9a applies a to Babl@y Insulting from the sole
or and advertising
negligence of the ehirtitional Insured.
injury' arising out of
2 The Limb of, Insurance applicable to the
a. The onstructon or demolition work while you
additional Insured are those specified in the
are acting as a construction or demolition
written contract or written agreement or in the
contractor. This exclusion does not apply to
Dedaretions of this policy, whichever is less.
work done for or by you at your premises.
=311
These Limb of Insurance are inclusive. of, and riot
C. EUSINESSOWNERS GENERAL LIABILITY
—
In additionto, the Limns of Insurance shown In the
CONDITIONS — Duties to The Event of Occurrence,
Declarations.
ORanse, Claim or Suit (Section E.2.) of the
h®
3. The coverage provided to the additional insured
Busehnseowmers Liability Coverage Form is amended
a�
wft this endorsement and section titled
to add the fbrvMng:
LIABILITY AND MEDICAL EXPENSE
An additional insured under this endorsement will as
DEFINITIONS — 'Insured ConbacP (Section
soon as practicable:
®
F,g.) within the Buenessowners Liability Coverage
Form, dose not apply to'bodily In jury" or •properly
1 Glve vdttten notice of an of xrrrerhce oran offense
damage• wlslhg out of the "products -completed
to us which may result In a chin or W under
s
operations hazard' unless required by the written
this insurance;
contract or written agreement.
SB-146968-A Page 1 of 2
(Ed. 01108)
2 Tender the defense and Indemnity of any claim or
"suir to us for a loss we cover under this
Coverage Part
3. Tender the defense and indemnity of any claim or
'lsut" to any other insurer which also has
insuance for a loss we cower under this Coverage
Part; and
4. Agree to make available any other insurance
which the additional Insured has for a Ions we
over under this Coverage Par
We have no duty to defend or Indemnify an additional
Insured wrier this endorsement until we receive
written notice of a dalm or •suit" from the additional
insured.
D. OTHER INSURANCE (Section H. 2 & 3.) of the
BUStnewownem Common Policy Conditions are
deleted and replaced with the folowig:
Z. This Insurance is excess over any other Insurance
nandng the addtonal insured as an Insured
whether primary, excess, contingent or on any
other basis unless a written contract or written
agreement specWcally requires that this insurance
be either primary or primary and noncontributing
to the additional insureds own coverage. This
Insurance to excess over any other Insurance to
which the additional inured has been added as
an additional insured by endorsement
3. When this insurance Is excess, we will have no
duty under Coverages A or B to defend die
additional Insured against any "sull" If any other
insurer has a duty to defend the additional insured
SB-14696&A
(Ed. 011M)
M146966,A
(Ed. 01106)
against that 'suit' t no other insurer defends, we
W01 undertake to do so, but we will be enticed to
the additional insured's rights against all those
other Insurers.
When this insurance Is excess over cther
Insurance, we will pay only our share of the
amount of the loss, it any, that exceeds the sum
Of:
(a) The total amount that al such other Insurance
would pay for the loss In the absence of this
Insurance; and
(b) The total of al deductible and self -insured
amounts under all that other Insurance.
We Will share the remaining loss, if any, with any
other insurance that is not described in this
Excess Insurance provision snot was not bought
specifically to apply In excess of the Limits of
Insurance shown in the Declarations of this
Coverage Par
E. TRANSFER OF RIGHTS OF RECOVERY AGAINST
OTHERS TO US (Section ILL) of the
Businessowners Common Policy Conditions is deleted
and replaced with the folowirg:
2. We waive any right of recovery we may have
against any person or Organization against whom you
have agreed to waive such right of recovery In a
written contract or 8grewwt because of payments
we make for Injury or damage arising out of your
ongoing operatlons or your work' done under a
Conti ct with that person or organization and Included
within the'productscompleted operations hazard'
Page 2 of 2