201011 Willdan Engineering - Traffic Survey & EngineeringPROFESSIONAL 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 WILLDAN Engineering ("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 an Engineering and
Traffic Survey, 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 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 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 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.
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
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Compensation") in a total amount not to exceed Three Thousand Five Hundred
Twenty Dollars ($3,52O) (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 00th)
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.
3.0 PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
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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 December 6,
2010 and terminate on February 19, 2011(initial term). This agreement may be
extended forladditional year(s) 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.
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. Vanessa Munoz, Deputy Director of Engineering
b. Herbert L. Gluesing Jr., Director of Engineering
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
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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,
Public Works Director 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.
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
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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
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
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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 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
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
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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, negligence or other wrongful act or omission
in 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.
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
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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:
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 policiesor 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
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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
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
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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.
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 hor
does it waive any rights hereunder in this or any other regard.
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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.
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.
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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
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.
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
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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.
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
Last revised 11-18-10
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.
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.
Last revised 11-18-10
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.
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
Last revised 11-18-10
To Consultant:
WILLDAN Engineering
Attention: Vanessa Munoz
13191 Crossroads Parkway N., Ste 405
Industry, CA 91746-3443
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.
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
ATTEST:
Last revised 11-18-10
APPROVED AS TO FORM:
CONSULTANT: W
.- �
Last revised 11-18-10
EXHIBIT A -lv'.11tlj"W1LLDAN I'V hg
017K extend
Engineering react
Pecember-0, 2610
Mr. Hector Guzman
City of La Quinta Public Works Department
78-495 Calle Tampico
La Quinta, CA 022M
$ubiect: Proposal to Prepare 'an Engineering - and Traffic Survey (E&T for 8
S6&16 City La Qu
ints
Dear Mr. Guzman:
Willclan
Engineering is please to -submit: this proposal to, provide professionalTrafficI
ongifievin g- services -for; the preps o#i of can Engineering Survey (EAT).
mparing land Traffic
We understand the City 4La Quirith is-comInissionfin-g� an Er . Traffic (E&T)
Survey hordor to,.establish speed limits and re -certify & segments throughoutthe City.
The segments are the following:
0 Avenida Berrnudas — Avenue 52 to Calle Arroba
U. Avenida Bermudas,-- Calle, Arroba to C'alkJ6bate,
Highway I 11 — West City Lim -it to Adams Stroot
0 Highway 111 — Adams Street to East City Limit
Fred Waring Drive —:Jdfferson- Street to Washington Street.
0 Westward Ho — Roadrunner Larve, to Jefferson St. E6stboulnd (south side) traffic
only. North side of tha.sagment is not In La Quinta.
o: Monroe Street from Avenue 58 to. Avenue 60
.9 Calpp Bay Drive between Avenvel*7 and Avenue-O
This survey Willbe, conducted in compliance With the. provisions of Ilre7clallf6rhia Vehicle
Code (QVQ)-1 which requlre€that'such surveys be, updated.every 5ye.an'to,oh'Able law
er,forppmerrt agencies, to perform radar enfqrcoment. Recent lchanges toltho 0\10, have,
allowed thistime period to beextended to, 7 o r 10 years K specific, olonditions Well mot,
The . purpose -ei of the 1cod -6 provisions 19 to guarantee that posted Speed limits -its are kept
reasorizibil. I Y.acwrata srtd.up7,t0,-d6tOi
The City of W Quinta- E&T Survey Will be. completed, in accordance with the prooad , ures
outlined in the California Manual on Uniform. Traffic Control Devices (California)
MOTM, dated January. 2010, 1 Sectibn:2B.13 and at, required by,CVC Sections 627
and 40802.
Data requested ofthe City will inplude:
EPONO&04- L GqO1*hr1(aj EmAmumsMal I FinMOWI I Wmblabd SMOV,
�5,612.908A?00 1 000.49,9.4404 800405; 1n*AtFYAA 91746,-'3443
December 6, 2010
Page, 2
1. Access to Stafewide integrated Traffic Records System (S.WITRS) Reportt:6rttie
Iity'straffic record system for the last 3-years in _electronic format.
V/illdan'propo'ses to.perrorm the rtsquired services as follows';,
SCOPE;
TASK 1 COLLECT RADAR SPEED DATA
Radar speed data will be <gethered'for each of the 8 street segments including street
segments containing a raised median or designated as needing two surveys per:
segment in the survey. The surveys shall not be conducted on weekends, school cr
civic holidays, during congested peak traffic. hours; or inclement weather conditions,
The data collected will consist of an optimum" of 100 -samples with 50 samples in each
direction but not less than $0 samples or more than 2 hours of measurernent for each
segment; The information will be recorded,on field tally sheets and will include date,
tune, field conditions, weather.and engineering calculations of the average speed;, Bath
percentile speed, IY mph pace speed, and percentiin-pace. The data eollection will
meet the requirements of Section 213.13 of the California Manual on Uniform Traffic
Control Devices (California'MUTOD), dated January2010.
Current -radar speed data will be collected by a trained; certified radar oPerator using a
certified hand-held radar unit. The.results will be analyzed to determine.the average;
speed, critical speed, and 10 mile -per -hour (MPH) pace.
The segment will_ be resurveyed if multiple peaks in distributionof speeds occur, too few
vehicles are in the pace .(typically 70°l0), and the pace is too far, from 85r" percentile;
Task Deliverables Radar Speed Survey Field Tally. Sheets
TASK 2 COLLECT TRAFFIC VOLUME DATA
Twenty-four hour directional machihe traffic volume'co rots will be conducted by a traffic.
cqunting company, sub -consultant for 8 street segments. The counts will not be
conducted on weekends, Mondays or Fridays: Traffic volume data will t)e collected m.
hourly increments.
Task Deliverables: Raw Traffic Count Data: Sheets for each segment indexed in.
notebook
TASK 3 —FIELD REVIEW AND OTHER DATA COLLECTION
Using the existing (survey data for reference, a field inspection and assessment of each
street segment will be conducted -to.determine traffic and roadway conditions that are
not readily apparent to motorists. Existing speed limit postings and locations' will be;
December q, 201,10
Page 3
verifie,O:. Roadway and traffic conditions, major traffic, control devices, adjacent land:
use, and pedestrian activity will be noted. Any I changes in roadway conditions since the
last survey was, -conducted will be identified and noted on the survey data, sheets;.
Wifidan willl work with City to evaluate unusual conditions on roadway segments.
g js. Al
field inspoctionsvill be made on weekdays when school is in session.
TASK4 m A 4_TW
For each streot.ge�h*nt, collision records for th,& most recent 3-year period using the:
.Qity's -SVVITRS or other automated collision reporting system will . big, reviewed and
summarized, Collision rates will be calculated and compared with the State of
collision rates for similar roadways and street segments. The results
will be summarized o-n-suiveryAgta sheetsand in tabular form.
The data gathered in t her.preMious tasks will also be summarized on the survey data
sheets. Each survey data sheet will contain all of the 'information necessary to,
detefmihe theappropriate speed limit for each street segment. surveyed, The statistical
I I -1th r
report for each survey location will include 50 perc;entile. speed; 85 h percentile -speed,
10 mph pace speedsi range of all, speeds surveyed, and other relevant information.
data After -cpltoct!6hof;§Ildeitaabyp,,t,he,,sL;r.vey sheets will be analyzed to. determine
the recommended speed limit based I on 1h . e latest State requirements, Thle:pr.evi I QqS
reasons given` in the past- E&T Survey for reducing speed limits will -, be- considered when
.determining the recommended Speed limits., The recommended speed limits will be
prpvHed on thesurvey data shejetsiancl summarized in tabular form in%the: Reports
task' beliverabie - Survey Data Sheets for'dach street segment
TASK 5 - PREPARE ENGINEERING AND TRAFFIC REPORT
All of the tasks in this -Piroject will be documented to, form the. basis of the: Final E&T
Report. The Report . will include writtenexplanation of "Realistic Speed Zoning" end
the requirements forconductingit will document: the
Opting,speed zonei surveys. The.R60o
methodology descript hol d procedures
statistical analysis -factors, field date
col Is 3n 0'0" ar� !on recommendations. It will also-, include
excerpts
from the California oftain to the establishment of speed
limits.
The E&T Rep,qrtwi I inclu de asummary of recommendations and certification pages per
City s4ndordl that. qrs often Useful.lin presentation of information to City Council and for
use in the court system. A' ummary of recommendations Will be 0 n3pare , in chart form.
including the, street name, street segment, akistingsp6ad lirriij, recommended speed
limit,, crl(qoql percentile speed 0-mile per hour:pace, range percent
in pace,,;date of survey,;end reason for speed limit change fromthe65th
percentile;
Wilidah carefully constructs the, recommendations summary to :include clear
December'6, 2010
Page, 4
descriptions of the' application of "conditions not readily .apparent to motorists" in order-
to facilitate consistent interpretation of the report by the court system. Other portions of
the Report will include,
a The methodology of the study including certification statement and radar speed
eurvey operational procedures,
Al, A survey of the existing street conditions (geometries, land uses, posting of`
existing speed limit signs driveway frequency, pedestrians: and bicycles,
schools).
Crash Rate.Analyss (data used and location where, highcrash rates may warrant
are in the.pnsted speed limit).
Spot Speed Survey (method of data; collection and software to Oaiculate .the
findings).
•. ths"r relevant inform Jon,
Findings and recommendations (_including Tables 13 described above).
• Summary of Conclusions
Tables will summaTlze distance, direction, 95�' percentile, 10 mile pace;,
percentile in pane, ADT, actual accident rate;; ;expected accident rate, pasted
speed limit, proposed speed limit and remarks. Table 2 will include vertioal
curve, horizontal curve,. supereleuation N shoulder conditions) profile
conditions, commercial driveway, pedestrian traffic, adjacent land use,
intersection spacing and offsets, pavement conditions; ;truck traffic,
channelization, street width; traffic flaw, uniformity and on -street parking,, and
T,abie 3 will include a speed map showing the speeds for'the surveyed segments:;
Speed zone map;
Four (4) copies. of the Draft E&T Report will 'be, prepared and dellveretl to the City fbr
consideration by City staff., Thp-Draft Report will inc(ude the recommended speed limits'
and a list of recommendedispeed limit increases and, decreases,
. Following review .and approval by City staff, ten (14) -bound -copies of the Final E&T
Report will be delivered to the City' for approval by the City Council. The Final'E&T
Report will include the recommended speed limits and a list of recommended speed
limit increases and decreases.
Task Deliverables: Four(4)_ copies of the Draft E&T Report
Ten (10) bound copies of the Final E&T Report with Mhos
One ("1) copy of the speed zone survey sheet, cumulative speed
curve sheet, and vehicle speed survey sheet for each. locsatlon: The:
sheets will be in corriplianee, with Figure 213141-2B144 of the:
iCAMU.TCD .
Geopmber,6,201 Q.
]PageZ
TASK - MEETINGS
For, the. purppsesof thisproposal, o-na (I1),;meeting with the City, and!or C AyCou cil,
and Polite Department are included; A4ditlonel meetings, beyond, this can be. attended
oh an houirtybasis based on Wilklan't standard hourly. rates.
SCHEDULE'
We.estimate the'Work ban be c6mpiqted for review within '6 weeks from receipt of a
NoticeAO-POceed. The final report can be completed Within 2 Weeks after the City of
'La Cluinta has reviewed and commented on report.
FEE
Willidan proposes itoprovide -..the pto.fes o�nWtr.africortoineerinos6rVidbsdUtlinedlih''th.14
proposal for a ,lumpsumfix fee. of $3,520. The fee is baiaed on eight (0) -street
segments at $446-per segment.
t
Thank you forthisbpportunity- to be of -c-binfin-uhg- the: !to ACity of LaQuinta.. We retqqpize "the importance of this proloof 1b, *6 Cityand areZ'ofimitted to realiz-ing Itstimely and: successful complotibri. 8hould you have any questiorig 'regarding this
proposal, 016age contact Ms. Vanessa M_ulipi FIE; TE 0,08-6925 or Mr; Leal
Gluegjhq, PE,, TE at 062) 908-8291.
RespectfUlly submitted,
WILLDAN ENGINEERING
PE, TE
of Engineering.
Enclosure
ymph
466104 006, 1004*1 0-243M�,$ 96-
WILLDAN
Senior
.................. ...... ..... ...... _t200.QQ
....... 80.00
...... ......... ... 180,66
iaqer ........... 11...... 186.00
................... __ .. . .................
................... ............. ........ .. ........... 120.00
......... ....... S.m ............. I uu.uV
...... .. .......... W_ .............. ............... 95.00
............... � ...... ............ 85,00,
CONSTRUCTION MANAGEMENT
Director ........... ...............
180.00
Deputy bireofor,...;,..........
Project Manager
Senior Consiiucdo'n- Manager; ..... -.-I ......
...
Construction M6nager... .......... ...... ;_
...... ......145.00
;Assistant Constdirtibn Manager .............
. ................ 120,IDO-
Utility. Cordnator .......... .........
I ...... 1 125' 00
Labor Compliance
Manager
Labor compliance
8pecielfsf-...;
... ..........
"-.,95.00
INSPECTION',SERVICES
ling Publ lcW or ks 120.00
Supervis
Senior, Public Works Observer ....... ......... I MOO
Public Works Observer- ..... ... _..,"100.001110.0V
Assistant Public Works Observer .............. "I 00.00f110.00
SURVEYING
ages-.. ........ -.1 ......... . ..
Projoct.Manager ... ...... I .............. .... 1.1A180;W
LandscapeArcMtect ... m. 1w"00
ndscape Archteot........................ 126100z
Landscape Architect-...._ ...... 115.00
Landscape Architect ......... 106.00,
BUILDINGANDf SAFETY
Director ... ...
"""" .................. ; ------
w 0'9:
Deputy ....... .;:.....
.......
Principal Project Manager . ............ t. ..........
.... :"180.00
-Supervidng Plan Check Engineer..
150.00
Building Official.,_. .... .'v ..... ........ . .....................
150.00
Plan Check, Einqineer .........
..... 140;40
Deputy Building Official... .... .........
Inspector of Record ............... ____ ............
:_; ....... 1,46,00
Senior. Plans Examiner': .....___ ......................
125j00
............... ..... .... 80-00
ilist ........ ....... 815.qQ
...... ... J0,010
PLANNING
Director ........ _t ... q .... - 1 -11 " � '� ......
180.00
Deputy Director .... ...... ............
100,00
,Principal Planner .... ............. .... ......... 11 ........
Principal Community De-velOrnerlt Planher ... .........
15Q.00
,Senior Planner.... ... — .... .............
1310-00
Senior Community De\fetqpm'ent'Pt
_#n
130.,QQ,
Associate Planner ............. ......... ......
116.00
Associate Community Development Planner ...
116hY
Asst$tantColln rftlunityDOveldp'rnent Planner .... ......
i 105.06
Assistant ...... I ........... .
105.0a
Planning Technician .........
8 . 5:00
-Community Cievelopment7echnician
85;00
ADMINISTRATIVE
Computer Data Entry . ..... ..... . ..... 66;00_.
Clerical ...... ............... 65,00
Word Processing .......... ....... 6500
Persohal Cornputer7iihe........... ... __ ...... ....... 36.06
a montmjy rate, of tbbuu,uu.
otPrevailing;Wage Prbjedt, Use -$l 10.00
at
Exhibit B
Schedule of Compensation
With the exception of compensation for Additional Services, provided for in
Section 2.2 of this Agreement, the maximum total compensation to be paid to
Consultant under this Agreement is Three Thousand Five Hundred Twenty Dollars
($3,520) ("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
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 Project Schedule,
attached hereto and incorporated herein by this reference.
Last mvised 11-18-10
Exhibit D
Special Requirements
None
Last revised 11-18-10
ACORD CERTIFICATE OF
LIABILITY INSURANCE
2/28/201
12 28 201
PRODUCER
Dealey, Renton & Associates
P. 0. Box 10550
Santa Ana CA 92711-0550
THIS CERTIFICATE IS ISSUED AS A
ONLY AND CONFERS NO RIGHTS
HOLDER. THIS CERTIFICATE DOES
ALTER THE COVERAGE AFFORDED
MATTER OF INFORMATION
UPON THE CERTIFICATE
NOT AMEND, EXTEND OR
BY THE POLICIES BELOW.
INSURERS AFFORDING COVERAGE
INSURED
INSURER A: Travelers Property Casualty Co of Ameri
INSURERB:Catlin Insurance Company,
Inc.
Willdan Engineering
2401 E. Katella Avenue, Ste. 300
Anaheim CA 92806
INSURER C:
INSURER D:
INSURER E:
COVERAGES
HE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.
OTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
ERTIFICATE 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.
INSR1
TYPE OF INSURANCE
POMCY NUMBER
POLICYEFFECTIVE
POLICYEXPIRATION
LIMITS
A
GENERAL LIABILITY
6301158PO20
11/9/2010
11/9/2011
EACH OCCURRENCE
$1 000 000
FIRE DAMAGE (My one fire)
$1 000 000
X COMMERCIAL GENERAL LIABILITY
MED EXP(My me on)
$10 000
CLAIMS MADE OCCUR
PERSONAL B ADV INJURY
$1 000 000
X Contractual
X
BFPD XCU
GENERAL AGGREGATE
GEN'L AGGREGATE LIMIT APPLIES PER:
ODUCTS-COMPIOPA0070,0000
POLICY X PECTRO 71 LOC
A
AUTOMOBILE
X
LIABILITY
ANV AUTOALL
8101158PO20
11/9/2010
11/9/2011
MBINED SINGLE LIMIT
!(Eaaccident)
DILY INJURY
er person)
OWNED AUTOS
SCHEDULED AUTOS
X
BODILY INJURY
(Per accident)
$
HIRED AUTOS
NON-0WNED AUTOS
X
PROPERTY DAMAGE
(Per accident)
$
GARAGE LIABILITY
AUTO ONLY - EA ACCIDENT
$
OTHER THAN EA ACC
$
ANY AUTO
$
AUTO ONLY: AGG
E%CESS LIABILITY
EACH OCCURRENCE
$
AGGREGATE
$
OCCUR CLAIMS MADE
$
DEDUCTIBLE
$
RETENTION $
A
WORKERS COMPENSATION AND
UB1302 P790
11/9/2010
11/9/2011
C STATU- OTH-
X WCRY Limas I I ER
EL EACH ACCIDENT
$1 000 000
EMPLOYERS'LIABILITY
E.L. DISEASE EA EMPLOYE
$1 000 000
EL DISEASE -POLICY LIMIT
I $1 000 00
B
OTHER
Professional Liability
AED977441111
11/9/2010
11/9/2011
Per Claim $1,000, 000
Annual Aggregate $1,000,000
Claims Made
DESCRIPTION OF OPEMnONSILOCAnONSIVEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
General Liability policy excludes claims arising out of the performance of professional services.
Independent Contractors are included as respects to General Liability.
e: Prepare an Engineering and Traffic Survey (ET&T) for 8 segments in the City of La Quints.
City and its officers and employees are additional insured as respects to General and Auto Liability as required by
written contract. Primary and Non -Contributing coverage, Cross Liability coverage applies to GL & Auto Liability as
required by written contract.
(INDUSTRY)
CANCELLATION— ATIONi n —, Writ-i n fnr Nnn-PAVmnt nt PrFun
C ERl lF=. G NO ADD!
OOF THE ABOVE DESCRIBED POLICIES BE CANCELLED
SHOULD ANY OF
BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER
City Of La Quints
4ILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE
Thomas P. Genovese City Manager
ERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO
78-495 Calle Tampico
SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON
La Quinta CA 92247
HE INSURER, ITS AGENTS OR REPRESENTATIVES.
AUIHORUTD REPRESENTATI
r
ACORD 25S (7/97)
o ACORD CORPORATION 1988
J
COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BUSINESS AUTO EXTENSION ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi-
fied by the endorsement.
GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any
injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or
limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to
the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover-
age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en-
dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered.
A. BROAD FORM NAMED INSURED
B. BLANKET ADDITIONAL INSURED
C. EMPLOYEE HIRED AUTO
D. EMPLOYEES AS INSURED
E. SUPPLEMENTARY PAYMENTS —INCREASED
LIMITS
F. HIRED AUTO — LIMITED WORLDWIDE
COVERAGE — INDEMNITY BASIS
G. WAIVER OF DEDUCTIBLE — GLASS
PROVISIONS
A. BROAD FORM NAMED INSURED
The following is added to Paragraph A.1., Who is
An Insured, of SECTION II — LIABILITY COW
ERAGE:
Any organization you newly acquire or form dur-
ing the policy period over which you maintain
50% or more ownership interest and that is not
separately insured for Business Auto Coverage.
Coverage under this provision is afforded only un-
til the 180th day after you acquire or form the or-
ganization or the end of the policy period, which-
ever is earlier.
B. BLANKET ADDITIONAL INSURED
The following is added to Paragraph c. in A.1.,
Who is An Insured, of SECTION II LIABILITY
COVERAGE:
Any person or organization who is required under
a written contract or agreement between you and
that person or organization, that is signed and
H. HIRED AUTO PHYSICAL DAMAGE — LOSS
OF USE — INCREASED LIMIT
1. PHYSICAL DAMAGE — TRANSPORTATION
EXPENSES —INCREASED LIMIT
J. PERSONAL EFFECTS
K. AIRBAGS
L. NOTICE AND KNOWLEDGE OF ACCIDENT
OR LOSS
M. BLANKET WAIVER OF SUBROGATION
N. UNINTENTIONAL ERRORS OR OMISSIONS
executed by you before the "bodily injury" or
"property damage" occurs and that is in effect
during the policy period, to be named as an addi-
tional insured is an "insured" for Liability Cover-
age, but only for damages to which this insurance
applies and only to the extent that person or or-
ganization qualifies as an "insured" under the
Who Is An Insured provision contained in Section
It.
C. EMPLOYEE HIRED AUTO
1. The following is added to Paragraph A.1.,
Who Is An Insured, of SECTION II — LI-
ABILITY COVERAGE:
An "employee" of yours is an "insured" while
operating an "auto" hired or rented under a
contract or agreement in that "employee's"
name, with your permission, while performing
duties related to the conduct of your busi-
ness.
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COMMERCIAL AUTO
2. The following replaces Paragraph b. in B.5.,
Other Insurance, of SECTION IV — BUSI-
NESS AUTO CONDITIONS:
b. For Hired Auto Physical Damage Cover-
age, the following are deemed to be cov-
ered "autos" you own:
(1) Any covered "auto" you lease, hire,
rent or borrow; and
(2) Any covered "auto" hired or rented by
your "employee" under a contract in
that individual "employee's" name,
with your permission, while perform-
ing duties related to the conduct of
your business.
However, any "auto" that is leased, hired,
rented or borrowed with a driver is not a
covered "auto".
D. EMPLOYEES AS INSURED
The following is added to Paragraph A.1., Who Is
An Insured, of SECTION it — LIABILITY COV-
ERAGE:
Any "employee" of yours is an "insured" while us-
ing a covered "auto" you don't own, hire or borrow
in your business or your personal affairs.
E. SUPPLEMENTARY PAYMENTS —INCREASED
LIMITS
1. The following replaces Paragraph A.2.a.(2),
of SECTION II — LIABILITY COVERAGE:
(2) Up to $3,000 for cost of bail bonds (in-
cluding bonds for related traffic law viola-
tions) required because of an "accident"
we cover. We do not have to furnish
these bonds.
2. The following replaces Paragraph A.2.a.(4),
of SECTION 11 — LIABILITY COVERAGE:
(4) All reasonable expenses incurred by the
"insured" at our request, including actual
loss of earnings up to $500 a day be-
cause of time off from work.
F. HIRED AUTO — LIMITED WORLDWIDE COV-
ERAGE — INDEMNITY BASIS
The following replaces Subparagraph (5) in Para-
graph B.7., Policy Period, Coverage Territory,
of SECTION IV — BUSINESS AUTO CONDI"
TIONS:
(5) Anywhere in the world, except any country or
jurisdiction while any trade sanction, em-
bargo, or similar regulation imposed by the
United States of America applies to and pro-
hibits the transaction of business with or
within such country or jurisdiction, for Liability
Coverage for any covered "auto" that you
lease, hire, rent or borrow without a driver for
a period of 30 days or less and that is not an
"auto" you lease, hire, rent or borrow from
any of your "employees", partners (if you are
a partnership), members (if you are a limited
liability company) or members of their house-
holds.
(a) With respect to any claim made or "suit"
brought outside the United States of
America, the territories and possessions
of the United States of America, Puerto
Rico and Canada:
(1) You must arrange to defend the "in-
sured" against, and investigate or set-
tle any such claim or "suit" and keep
us advised of all proceedings and ac-
tions.
(it) Neither you nor any other involved
"insured" will make any settlement
without our consent.
(111) We may, at our discretion, participate
in defending the "insured" against, or
in the settlement of, any claim or
"suit".
(iv) We will reimburse the "insured" for
sums that the "insured" legally must
pay as damages because of "bodily
injury" or "property damage" to which
this insurance applies, that the "in-
sured" pays with our consent, but
only up to the limit described in Para-
graph C., Limit Of Insurance, of SEC-
TION II — LIABILITY COVERAGE.
(v) We will reimburse the "insured" for
the reasonable expenses incurred
with our consent for your investiga-
tion of such claims and your defense
of the "insured" against any such
"suit", but only up to and included
within the limit described in Para-
graph C., Limit Of Insurance, of
SECTION It — LIABILITY COVER-
AGE, and not in addition to such limit.
Our duty to make such payments
ends when we have used up the ap-
plicable limit of insurance in pay-
ments for damages, settlements or
defense expenses.
(b) This insurance is excess over any valid
and collectible other insurance available
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COMMERCIAL AUTO
to the "insured" whether primary, excess
contingent or on any other basis.
(c) This insurance is not a substitute for re-
quired or compulsory insurance in any
country outside the United States, its ter-
ritories and possessions, Puerto Rico and
Canada.
You agree to maintain all required or
compulsory insurance in any such coun-
try up to the minimum limits required by
local law. Your failure to comply with
compulsory insurance requirements will
not invalidate the coverage afforded by
this policy, but we will only be liable to the
same extent we would have been liable
had you complied with the compulsory in-
surance requirements.
(d) It is understood that we are not an admit-
ted or authorized insurer outside the
United States of America, its territories
and possessions, Puerto Rico and Can-
ada. We assume no responsibility for the
furnishing of certificates of insurance, or
for compliance in any way with the laws
of other countries relating to insurance.
G. WAIVER OF DEDUCTIBLE — GLASS
The following is added to Paragraph D., Deducti-
ble, of SECTION III — PHYSICAL DAMAGE
COVERAGE:
No deductible for a covered "auto" will apply to
glass damage if the glass is repaired rather than
replaced.
H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF
USE — INCREASED LIMIT
The following replaces the last sentence of Para-
graph A.4.b., Loss Of Use Expenses, of SEC-
TION III — PHYSICAL DAMAGE COVERAGE:
However, the most we will pay for any expenses
for loss of use is $65 per day, to a maximum of
$750 for any one "accident".
1. PHYSICAL DAMAGE — TRANSPORTATION
EXPENSES —INCREASED LIMIT
The following replaces the first sentence in Para-
graph A.4.a., Transportation Expenses, of
SECTION III — PHYSICAL DAMAGE COVER-
AGE:
We will pay up to $50 per day to a maximum of
$1,500 for temporary transportation expense in-
curred by you because of the total theft of a cov-
ered "auto" of the private passenger type.
J. PERSONAL EFFECTS
The following is added to Paragraph AA., Cover-
age Extensions, of SECTION III — PHYSICAL
DAMAGE COVERAGE:
Personal Effects
We will pay up to $400 for "loss" to wearing ap-
parel and other personal effects which are:
(1) Owned by an "insured"; and
(2) In or on your covered "auto".
This coverage applies only in the event of a total
theft of your covered "auto".
No deductibles apply to this Personal Effects
coverage.
K. AIRBAGS
The following is added to Paragraph B.3., Exclu-
sions, of SECTION III — PHYSICAL DAMAGE
COVERAGE:
Exclusion 3.a. does not apply to "loss" to one or
more airbags in a covered "auto" you own that in-
flate due to a cause other than a cause of "loss"
set forth in Paragraphs A.1.b. and A.t.c., but
only:
a. If that "auto" is a covered "auto" for Compre-
hensive Coverage under this policy;
b. The airbags are not covered under any war-
ranty; and
c. The airbags were not intentionally inflated.
We will pay up to a maximum of $1,000 for any
one "loss".
L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
The following is added to Paragraph A.2.a., of
SECTION IV — BUSINESS AUTO CONDITIONS:
Your duty to give us or our authorized representa-
tive prompt notice of the "accident" or "loss" ap-
plies only when the "accident" or "loss" is known
to:
(a) You (if you are an individual);
(b) A partner (if you are a partnership);
(c) A member (if you are a limited liability com-
pany);
(d) An executive officer, director or insurance
manager (if you are a corporation or other or-
ganization); or
(a) Any "employee" authorized by you to give no-
tice of the "accident" or "loss".
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COMMERCIAL AUTO
M. BLANKET WAIVER OF SUBROGATION
The following replaces Paragraph A.5., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV — BUSINESS AUTO CONDI-
TIONS:
5. Transfer Of Rights Of Recovery Against
Others To Us
We waive any right of recovery we may have
against any person or organization to the ex-
tent required of you by a written contract
signed and executed prior to any "accident"
or "loss", provided that the "accident" or "loss"
arises out of operations contemplated by
such contract. The waiver applies only to the
person or organization designated in such
contract.
N. UNINTENTIONAL ERRORS OR OMISSIONS
The following is added to Paragraph B.2., Con-
cealment, Misrepresentation, Or Fraud, of
SECTION IV —BUSINESS AUTO CONDITIONS:
The unintentional omission of, or unintentional
error in, any information given by you shall not
prejudice your rights under this insurance. How-
ever this provision does not affect our right to col-
lect additional premium or exercise our right of
cancellation or non -renewal.
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COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BLANKET ADDITIONAL INSURED - WRITTEN
CONTRACTS (ARCHITECTS, ENGINEERS AND
SURVEYORS)
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
1. The following is added to SECTION II - WHO IS
ANINSURED:
Any person or organization that you agree in a
"written contract requiring insurance" to include as
an additional insured on this Coverage Part, but:
a. Only with respect to liability for "bodily injury",
"property damage" or "personal injury": and
b. If, and only to the extent that, the injury or
damage is caused by acts or omissions of
you or your subcontractor in the performance
of "your work" to which the "written contract
requiring insurance" applies. The person or
organization does not qualify as an additional
insured with respect to the independent acts
or omissions of such person or organization.
The insurance provided to such additional insured
is limited as follows:
c. In the event that the Limits of Insurance of
this Coverage Part shown in the Declarations
exceed the limits of liability required by the
"written contract requiring insurance", the in-
surance provided to the additional insured
shall be limited to the limits of liability required
by that "written contract requiring insurance".
This endorsement shall not increase the limits
of insurance described in Section ill - Limits
Ofinsurance.
d. This insurance does not apply to the render-
ing of or failure to render any "professional
services" or construction management errors
or omissions.
e. This insurance does not apply to "bodily in-
jury" or "property damage" caused by "your
work" and included in the "products -
completed operations hazard" unless the
"written contract requiring insurance" specifi-
cally requires you to provide such coverage
for that additional insured, and then the insur-
ance provided to the additional insured ap-
plies only to such "bodily injury" or "property
damage" that occurs before the end of the pe-
riod of time for which the "written contract re-
quiring insurance" requires you to provide
such coverage or the end of the policy period,
whichever is earlier.
2. The following is added to Paragraph 4.a. of SEC-
TION IV - COMMERCIAL GENERAL LIABILITY
CONDITIONS:
The insurance provided to the additional insured
is excess over any valid and collectible 'other in-
surance", whether primary, excess, contingent or
on any other basis, that is available to the addi-
tional insured for a loss we cover. However, if you
specifically agree in the "written contract requiring
insurance" that this insurance provided to the ad-
ditional insured under this Coverage Part must
apply on a primary basis or a primary and non-
contributory basis, this insurance is primary to
"other insurance" available to the additional in-
sured which covers that person or organization as
a named insured for such loss, and we will not
share with that 'other insurance". But this insur-
ance provided to the additional insured still is ex-
cess over any valid and collectible "other insur-
ance", whether primary, excess, contingent or on
any other basis, that is available to the additional
insured when that person or organization is an
additional insured under any "other insurance".
3. The following is added to SECTION IV - COM-
MERCIAL GENERAL LIABILITY CONDITIONS:
Duties Of An Additional Insured
As a condition of coverage provided to the addi-
tional insured:
a. The additional insured must give us written
notice as soon as practicable of an "occur-
rence" or an offense which may result in a
claim. To the extent possible, such notice
should include:
CG D4 14 04 08 0 2008 The Travelers Companies, Inc. Page t of 2
COMMERCIAL GENERAL LIABILITY
1. How; when and where the "occurrence"
or offense took place;
11. The names and addresses of any injured
persons and witnesses; and
III. The nature and location of any injury or
damage arising out of the "occurrence" or
offense.
b. if a claim is made or "suit" is brought against
the additional insured, the additional insured
must:
I. Immediately record the specifics of the
claim or "suit" and the date received; and
fi. Notify us as soon as practicable.
The additional insured must see to it that we
receive written notice of the claim or "suit" as
soon as practicable.
c. The additional insured must immediately send
us copies of all legal papers received in con-
nection with the claim or "suit", cooperate with
us in the investigation or settlement of the
claim or defense against the "suit", and oth-
erwise comply with all policy conditions.
d. The additional insured must tender the de-
fense and indemnity of any claim or "suit" to
Page 2 of 2
any provider of other insurance which would
cover the additional insured for a loss we
cover. However, this condition does not affect
whether this insurance provided to the addi-
tional insured is primary to that other insur-
ance available to the additional insured which
covers that person or organization as a
named insured.
4. The following is added to the DEFINITIONS Sec-
tion:
"Written contract requiring insurance" means that
part of any written contract or agreement under
which you are required to include a person or or-
ganization as an additional insured on this Cover-
age Part, provided that the "bodily injury" and
"property damage" occurs and the "personal in-
jury" is caused by an offense committed:
a. After the signing and execution of the contract
or agreement by you;
b. While that part of the contract or agreement is
in effect; and
c. Before the end of the policy period.
® 2008 The Travelers Companies, Inc.
CG D414 04 08