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2011 RBF Consulting/Highway Bridge ProgramPROFESSIONAL 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 RBF Consulting ("Consultant"). The parties hereto agree as follows: 1.0 SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide those services related to the Preparation of Highway Bridge Program (HBP) Application for the Dune Palms Road Bridge Spanning the Whitewater River, 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). Last revised II-18-10 1.5 Care of Work and Standard of Work. a. Care of Work. Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work performed by Consultant, and the equipment, materials, papers and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. The performance of services by Consultant shall not relieve Consultant from any obligation to correct any incomplete, inaccurate or defective work at no further cost to City, when such inaccuracies are due to the negligence of Consultant. b. Standard of Work. Consultant acknowledges and understands that the services and work contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Consultant's services and work will 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 "D" (the "Special Requirements"). In the event of a conflict between the provisions of the Special Requirements and any other provisions of this Agreement, the provisions of the Special Requirements shall govern. Last revised 71-18-10 2 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with Exhibit "B" (the "Schedule of Compensation") in a total amount not to exceed Twenty -Four Thousand, Seven Hundred Dollars ($24,700.00) (the "Contract Sum"), except as provided in Section 1.6. The method of compensation set forth in the Schedule of Compensation may include a lump sum payment upon completion, payment in accordance with the percentage of completion of the services, payment for time and materials based upon Consultant's rate schedule, but not exceeding the Contract Sum, or such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, transportation expense, telephone expense, and similar costs and expenses when and if specified in the Schedule of Compensation. Regardless of the method of compensation set forth in the Schedule of Compensation, Consultant's overall compensation shall not exceed the Contract Sum, except as provided in Section 1.6 of this Agreement, "Additional Services." 2.2 Compensation for Additional Services. Additional services approved in advance by the Contract Manager pursuant to Section 1.6 of this Agreement, "Additional Services," shall be paid for in an amount agreed to in writing by both City and Consultant in advance of the Additional Services being rendered by Consultant. Any compensation for Additional Services amounting to five percent (5%) or less of the Contract Sum may be approved by the Contract Officer. Any greater amount of compensation for additional services must be approved by the La Quinta City Council. Under no circumstances shall Consultant receive compensation for any Additional Services unless prior written approval for the Additional Services is obtained from the Contract Officer pursuant to Section 1.6 of this Agreement. 2.3 Method of Billing. Any month in which Consultant wishes to receive payment, Consultant shall submit to City no later than the tenth (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. Last revised II-I8-10 3 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed diligently and within the time period established in Exhibit "C" (the "Schedule of Performance"). Extensions to the time period specified in the Schedule of Performance may be approved in writing by the Contract Officer. 3.3 Force 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 22, 2010 and terminate on August 31, 2011 (initial term). This agreement may be extended upon mutual agreement by both parties (extended term). Unless earlier terminated in accordance with Sections 7.7 or 7.8 of this Agreement, this Agreement shall continue in full force and effect until completion of the services, except as otherwise provided in the Schedule of Performance. 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. Brad Donais, P.E., Vice President Lastrevised I1-18-10 4 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. Last revised II-18-10 5 5.0 INSURANCE AND INDEMNIFICATION. 5.1 Insurance. Prior to the beginning of and throughout the duration of the Work performed under this Agreement, Consultant shall procure and maintain, at its cost, and submit concurrently with its execution of this Agreement, personal and public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's acts or omissions rising out of or related to Consultant's performance under this Agreement. The insurance policy shall contain a severability of interest clause providing that the coverage shall be primary for losses arising out of Consultant's performance hereunder and neither City nor its insurers shall be required to contribute to any such loss. A certificate evidencing the foregoing and naming City and its officers and employees as additional insured (on the general liability policy only) shall be delivered to and approved by City prior to commencement of the services hereunder. The following policies shall be maintained and kept in full force and effect providing insurance with minimum limits as indicated below and issued by insurers with A.M. Best ratings of no less than A -:VI: Commercial General Liability (at least as broad as ISO CG 0001) $1,000,000 (per occurrence) $2,000,000 (general aggregate) Commercial Auto Liability (at least as broad as ISO CA 0001) $1,000,000 (per accident) Errors and Omissions Liability $1,000,000 (per claim and aggregate) Workers' Compensation (per statutory requirements) 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 Lastrevised 11-18-10 6 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 $1,0O0,O00 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,OOO,OOO 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 Lastrevised 11-18-10 7 the design at a location other than that specified in Exhibit C without the written consent of the Consultant. 2. Indemnification for Other Than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses) incurred in connection therewith and costs of investigation, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subconsultants of Consultant. 3. Standard Indemnification Provisions. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this section from each and every subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this agreement. In the event Consultant fails to obtain such indemnity obligations from others as required herein, Consultant agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Consultant and shall survive the termination of this agreement or this section. 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. Last revised I1-18-10 8 b. Indemnification Provision for Design Professionals. 1. Applicability of Section 5.2(b). Notwithstanding Section 5.2(a) hereinabove, the following indemnification provision shall apply to Consultants who constitute "design professionals" as the term is defined in paragraph 3 below. 2. Scope of Indemnification. To the fullest extent permitted by law, Consultant shall indemnify, defend, and hold harmless City and City's agents, officers, officials, employees, representatives, and departments ("Indemnified Parties") from and against any and all claims, losses, liabilities of every kind, nature and description, damages, injury (including, without limitation, injury to or death of an employee of Consultant or subconsultants), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Consultant, any subconsultant, anyone directly or indirectly employed by them or anyone that they control. 3. Design Professional Defined. As used in this Section 5.2(b), the term "design professional" shall be limited to licensed architects, registered professional engineers, licensed professional land surveyors and landscape architects, all as defined under current law, and as may be amended from time to time by Civil Code § 2782.8. 5.3 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option: 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. Lastrevised II-18-10 9 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractors' performance of work under this Agreement. 5.4 General Conditions pertaining to provisions of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 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 Lastrevised I1-18-10 10 delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right , but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide thirty (30) days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project that is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 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 seli-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 Last revised 11-18-10 change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five (5) days of the expiration of coverages. 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. LaSlieVlsed I1-18-10 12 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. 6.0 RECORDS AND REPORTS. 6.1 Report;_. 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. Last revised I1-18-10 13 In the event City or any person, firm or corporation authorized by City reuses said documents and materials without written verification or adaptation by Consultant for the specific purpose intended and causes to be made or makes any changes or alterations in said documents and materials, City hereby releases, discharges, and exonerates Consultant from liability resulting from said change. The provisions of this clause shall survive the completion of this Contract and shall thereafter remain in full force and effect. 6.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer or as required by law. Consultant shall not disclose to any other entity or person any information regarding the activities of City, except as required by law or as authorized by City. 7.0 ENFORCEMENT OF AGREEMENT. 7.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputers. 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. Last revised 11-18-10 14 7.4 Waiver. No delay or omission in the exercise of any right or remedy of a non defaulting party on any default shall impair such right or remedy or be construed as a waiver. City's consent or approval of any act by Consultant requiring City's consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 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. Last revised I1-18-10 15 7.9 Attorneys' Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing party. 8.0 CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION. 8.1 Non -liability of City Officers and Employees. No officer or employee of City shall be personally liable to Consultant, or any successor in interest, in the event or any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. No officer or employee of City shall have any personal interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects his or her personal interest or the interest of any corporation, partnership or association in which she or he is, directly or indirectly, interested, in violation of any State statute or regulation. Consultant warrants that it has not paid or given and will not pay or give any third party any money or general consideration for obtaining this Agreement. 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. Lmtrevised II-18-10 16 To City: CITY OF LA QUINTA Attention: Thomas P. Genovese City Manager 78-495 Calle Tampico P.O. Box 1504 La Quinta, California 92247-1504 To Consultant: RBF CONSULTING Attention: Brad Donais, P.E. Vice President 74-130 Country Club Drive, Suite 201 Palm Desert, CA 92260-1655 9.2 Integral:ed 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 Severabilit . 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. Last revised 71-18-10 17 IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA O.UINTA a California municipal corporation Thomas P. Genovese, City Manager Date ATTEST- b APPROVED AS TO FORM: CONSULTANT: RBF CONSULTING By: Name: Brad Donais, P.E. Title: Vice President Date:) P4 / 11 Last revised II-18-10 18 Exhibit A Scope of Services Consultant's scope of work to related to Preparation of Highway Bridge Program (HBP) Application for the Dune Palms Road Bridge Spanning the Whitewater River is attached and made a part of this agreement. Last revised I1-18-10 19 Dune Palms Road HBP Application Proposal SCOPE OF WORK PROGRAM Task 1: HBP Application. RBF will prepare the HBP Application for City submittal to Caltrans. The application will consist of the following sections; cover letter, project location map, project background., technical data, proposed bridge, and appendices. The appendices will consist of LAPG Exhibit 6-A, LAPG Exhibit 6-B, street and bridge typical section, site pictures, and additional backup information to complete the application package. Task 2: Preliminary Street Design Plans. RBF will develop 35% street plans depicting the roadway profile and street section. The profile will be based on the results of the channel hydraulics, top of the proposed channel lining and preliminary bridge planning study. The development of this design plan will result with the preparation of the General Bridge Plan sheet. RBF will also do a cursory review of the area for existing utility conflicts with the proposed bridge, which will provide a better understanding of all potential project costs. This task will also include the development of'a preliminary cost estimate of the proposed street approach construction activities. Task 3: Preliminary Bridge Planning Study. RBF will prepare a Preliminary Bridge Planning Study that will identify a feasible structure type and cost estimates considering the roadway and other conditions for the new bridge. The Preliminary Study will investigate and determine the structure length, width and type, span lengths, structure depth, railing types, including temporary rails, column locations and types of footing supports, falsework, vertical and horizontal clearances, location and slopes of cuts and fills, slope protection, approach slabs, and stage construction. The bridge design engineer will coordinate with roadway engineer on roadway issues and the hydraulics engineer for hydraulic studies. The geotechnical recommendation for the bridge foundations will be made using historical information on the closest up and downstream bridges (Jefferson and Adams Streets) where fountain borings have already been obtained for these bridges. This task will also include the development of a preliminary cost estimate of the proposed bridge construction activities. The Study will consist of one plan sheet showing the basic bridge plan, elevation, profile, typical section and estimated cost summary in accordance with guidelines set forth in Caltrans Memo to Designers 1-8 and State Local Assistance Procedures Manual and Local Assistance Program Guidelines. The Study will include a Design Memo summarizing all the critical assumptions of the design. Deliverables: • General Bridge Plan • Planning Estimate for Bridge Construction • Design Memo WF Page 1 0 CON SU LTINS Dune Palms Road HBP Application Proposal Task 4: Channel Hydraulics & Scour Analysis Channel Hydraulics. RBF will perform supporting water surface profile hydraulic analysis of the Coachella Valley Stormwater Channel (CVSWC) crossing to verify that the minimum freeboard requirements and flood protection levels are provided which are consistent with local and federal jurisdiction requirements. Water surface profiles will examine several different sets of conditions including multi -frequency analysis (2, 10, 25, 100-year and Standard Project Flood (SPF)). Per Coachella Valley Water District (CVWD) requirements, the crossing will convey the Standard Project Flood (SPF) plus one foot of freeboard (per CVWD requirements). A "baseline" hydraulic model will be developed utilizing HEC-2 or HEC-RAS, which is representative of the existing channel configuration. Geometric data for the floodplain analysis will be based upon digital topographic mapping provided by CV WD on the Adams Street Bridge crossing project. The proposed bridge section will be incorporated into the model to determine the effects of the bridge on the channel hydraulics. The channel hydraulics will be used to verify that minimum freeboard requirements and flood protection levels which are consistent with local and federal jurisdiction requirements. Development of adequate effective flow area for the bridge channel section is the critical element to ensure adequate level of flood protection and service life of the bridge. Bridge hydraulics will consider the effect of debris accumulation, which impinge and collect on the bridge piers. The primary criteria for the design of the bridge requires determination of the (1) maximum water surface for the low -chord of the bridge deck and (2) maximum scour depth in order to protection the piers and abutments. Evaluation of the maximum water surface is sensitive to the streambed material, which affects the roughness coefficient. Scour Analysis. The introduction of manmade structures into the river geometry will cause local scour or the removal of streambed material resulting from vortices induced by flow obstructions. Long term trends o f the river system may change the service life of the bridge. The total scour at bridge crossings is comprised of three components which include: (1) long term aggradation and degradation, (2) contraction scour, and (3) local scour. For the purposes of the bridge design, it will be assumed that the; channel is currently in a state of equilibrium. It is assumed that the bridge abutments will not extend into the channel. Therefore, no contraction scour is expected. The local scour can introduce streambed variations from local flow acceleration which can expose part of the bridge structure. The local scour of the bridge structure is primarily influenced by the piers and abutment locations relative to the channel geometry. The potential local channel adjustment in the vicinity of the bridge due to the bridge structure, geometry, piers, and abutments will be analyzed. The local scour analysis follows the procedures and guidelines outlined in HEC-18 Evaluating Scour at Bridge and the Blench Regime Equation. Toe -protection depths for the revetment sections will be based upon the application of standard design criteria for alluvial channels. A preliminary assessment of potential scour protection requirements will be addressed by the study and outlined in a summary memo. 1W Page 2 0 CON 5O LTI NU Exhibit B Schedule of Compensation Payment shall be on a "Fixed Fee" basis for the Base Contract Amount in accordance with the Consultants Schedule of Compensation attached herewith for the work tasks performed in conformance with Section 2.2 of the Agreement. Total compensation for all work under this contract shall not exceed Twenty -Four Thousand, Seven Hundred Dollars ($24,700.00) except as specified in Section 1.6 - Additional Services of the Agreement. Last revised 11-18-10 20 Dune Palms Road HOP Application Proposal COMPENSATION City agrees to compensate RBF for such services as follows: TASK DESCRIPTION FEE 1 HBP Application 4,200 2 Preliminary Street Design Plans 5,700 3 Preliminary Bridge Planning Study 3,500 4 Channel Hydraulics & Scour Analysis 11,100 Reimbursable 200 Total Compensation $24,700 W. Page 4 OONSULTING 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. Dune Palms Road HBP Application Proposal SCHEDULE RBF will provide the above mentioned services under the following proposed schedule. MFMine Been: a 1I4111 to IltulRary Street Plan Rcliuunary Profile Prelinunary Street Han Ilminary Bridge Study ' Applkatlon Prepare hdtral Package City Review Reviai. City Renew Final Revmcen City A�al Caltram Submittal PW CONSULTING Dune Palms Road HBP Application 22 dvys T.11111II Wed! M/11 3days T.1/11/11 TW1/13'11 10 days Thu 1/27111 Wed 219111 20days Fn1/14/11 Thu2/10/II loda5s Fnl/14/II FnL4/II fat dye T. 1/11/11 Moo M21/11 25W, T.lit III I M.2/14111 lOdays TueV15111 M.2@B11 5 dayg Tw311/II Mona/]/11 5daya TwM/ll Mm3/[Nll 2days Tue3/15/11 Wed3/Io/11 2days TIw3/17/11 Fn3/1&II I day Mm V21/11 Mm 3/21/11 to Huceed H Ran 1 Proaln _„n'NMlnary atreen Han yRylmnary B1dpa stud) —] Chan al Hydrology Initial Package i.Clty Ravine, b. RaNslons n:�),Clty R.A. Final It"Mons >I `},City APVoval Page 3 Exhibit D Special Requirements None. Lastrevised II-18-10 22 OP ID: KH A� oRo CERTIFICATE OF LIABILITY INSURANCE —DATE (WIDE W) 0110611 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. 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). PRODUCER 714.708-4370 United Captive Ins. Brokers 714-708-2300 17151 Newhope St., Ste 211 Fountain Valley, CA 92708 Mark Barrie NAME: T Pq C01 Elt: FAX ac No ARIE SS: PRODUCER RBFCO.1 CUSTOMER to, INSURER(S) AFFORDING COVERAGE NAIC It INSURED RBF Consulting 14725 Alton Parkway Irvine, CA 92618 INSURERA:U.S. Fidelity and Guaranty Co. 25887 INSURER B: INSURERC: INSURER D INSURER E INSURER F : COVERAGCJ t,cm Iirur„ ictwrnocr- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF MWDDIYYYY POLI YEXP MWDDIYYYY LIMITS EACH OCCURRENCE $ GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY N PREMISES En oaurrence Is VIED EXP (My care Person) $ CLAIMS -MADE E OCCUR PERSONAL Is ADV INJURY S GENERAL AGGREGATE $ PRODUCTS - COMPIOPAGG 8 I GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accttlent) S BODILY INJURY (Per Person) $ ANY AUTO BODILY IN JURY(Peramitlent) $ ALL OWNED AUTOS PROPERTY DAMAGE (Peracddent) S SCHEDULEDAUTOS HIRED AUTOS 8 NON -OWNED AUTOS UMBRELLA LIAB OCCUR EACH OCCURRENCE S $ EXCESS DAB CLAIMSMADEAGGREGATE Is DEDUCTIBLE RETENTION $ WORKERS COMPENSATION WC LIMIT ER X TORY LIMITS ER E.L. EACH ACCIDENT $ 1,000,00 A AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNEWEXEOUTIVE OFFICERIMEMBER EXCWOED9 C (Mandatory in NH) If yes, desvibe under DESCRIPTION OF OPERATIONS below NIA D123W000200 07/01/10 07/01111 EL. DISEASE - EA EMPLOYE $ 1,000,00 E. L. DISEASE - POLICY LIMIT $ 1,000,00 DESCRIPTION OF OPERATIONS I LOCATIONS VEHICLES (AMOACORDIOI Additional Remarks SCNedule,HMM5Pacelsrequired) Re: Dune Palms Road - Highway Bridge Program; RBF JN 20-101371 CITLAQU SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of La Quinta Thomas P. Genovese 78495 Calle Tampico AUTHORIZED REPRESENTATIVE La Quinta, CA 92247 •� © 1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD US. -ND ►ell—tt 7 ACORD1 7 2011 Y) CERTIFICATE OF LIABILITY INSURANCE DATE(M PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Dealey, Renton & Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P. O. Box 10550 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Santa Ana CA 92711-0550 INSURERS AFFORDING COVERAGE INSURED RBF Consulting PO Box 57057 Irvine CA 92619-7057 INSURER B: underwriters aL niu u5 u + INSURERC:Fireman's Fund Insurance Co 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. INSR TYPE OF INSURANCEDATE POLICY NUMBER POLICYEFFECTIVE 1MMIDOADD POLICYEXPIRATION DATE (MMIDDM) LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCUR X ONTRACTUAL 6305COD4092 11/30/2010 11/30/2011 EACHOCCURRENCE $1 000 000 FIRE DAMAGE (My one fire) $j 000 000 MED EXP(Any one person) $10 000 PERSONAL& ADV INJURY $1 000 000 X BFXCU GENERAL AGGREGATE $ PRODUCTS - COMPIOP AGG $2 OOO OOO GENT AGGREGATE LIMIT APPLIES PER: POLICY X PRO LOG A AUTOMOBILE LIABILITY 8109496B499 11/30/2010 11/30/2011 COMBINED SINGLE LIMIT (Ea accident) $1, 000, 000 X ANY AUTO ALL OWNED AUTOS BODILY INJURY (Per person) $ SCHEDULED AUTOS HIRED AUTOS BODILY INJURY (Per accident) S X NON -OWNED AUTOS PROPERTY DAMAGE (Per accident) $ AUTO ONLY - EA ACCIDENT $ GARAGE LIABILITY ANY AUTO OTHER THAN E4 ACC AUTO ONLY. AGG $ $ C EXCESS LIABILITY X OCCUR CLAIMS MADE SSE00048285639 11/30/2010 11/30/2011 EACH A10,000,000 -OCCURRENCE AGGREGATE S10 000 000 Professional $ Liability is $ DEDUCTIBLE EXClll d WCSTATU- OTH- $ RETENTION $ WORKERS COMPENSATION AND R E LEACH ACCIDENT $ EMPLOYERS' LIABILITY ELDISEASE-EAEMPLOYE $ E.L. DISEASE -POLICY LIMIT S B OTHER Professional Liability pI109400 11/30/2010 11/30/2011 Per Claim $1,000,000 Annl Aggr. $2,000,000 Claims Made DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS eneral Liability policy excludes claims arising out of the performance of professional services. General Liability includes coverage for Independent Contractors. e: Dune Palms Road - Highway Bridge Program; RBF IN 20-101371 City of La Quinta, City employees and officers, the City Engineer, its consultants, elected officials, agents and sub -consultants are additional insured as respects to General and Auto Liability as required by written contract. Primary and Non -Contributing coverage applies to GL as required by written contract. City of La Quinta Attn: Thomas P. Genovese 78-495 Calls Tampico La Quinta, CA 92247 LD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED RE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE IFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO L IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED 25-S IT/9TI J POLICY #: 8109496B499 COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions ofthe Coverage Form apply unless modi- fied by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds' under the Who Is An Insured Provi- sion of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement Effective: 1/7/2011 Countersigned By: Named Insured: ft, RBF Consulting Authorized Representative) SCHEDULE Name of Person(s) or Organization(s): Any person or organization for whom you have agreed in a written contract or agreement to provide insurance but only for damages which are covered by this insurance and which you have agreed to provide in such (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 COMMERCIAL GENERAL LIABILITY 63050OD4092 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY BLANKET ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1, WHO IS AN INSURED — (Section II) is amended to include any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Cover- age 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 ads or omissions of such person or organization. 2. The insurance provided to the additional insured by this endorsement is limited as follows: a) b) 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 re- quired by that "written contract requiring in- surance". This endorsement shall not in- crease the limits of insurance described in Section III — Limits Of Insurance. The insurance provided to the additional in- sured does not apply to "bodily injury", "prop- erty damage" or "personal injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or sur- veying services, Including: I. The preparing, approving, or failing to prepare or approve, maps, shop draw- ings, opinions, reports, surveys, field or- ders or change orders, or the preparing, approving, or failing to prepare or ap- prove, drawings and specifications; and 11. Supervisory, inspection, architectural or engineering activities. c) The Insurance provided to the additional in- sured does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products -completed op- erations hazard" unless the 'written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that oc- curs before the end of the period of time for which the "written contract requiring insur- ance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 3. The insurance provided to the additional insured by this endorsement Is excess over any valid and collectible "other insurance", whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover under this endorsement. However, if the "written contract requiring insurance" specifically requires that this insurance apply on a primary basis or a primary and non-contributory basis, this insurance is primary to "other insurance" available to the additional insured which covers that person or organization as a named insured for such loss, and we will not share with that "other insurance". But the insurance provided to the additional insured by this endorsement still is excess over any valid and collectible 'otherin- surance", whether primary, excess, contingent or on any other basis, that is available to the addi- tional insured when that person or organization is an additional insured under such "other insur- ance". 4. As a condition of coverage provided to the additional insured by this endorsement: a) The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may resuit Ih a claim. To the extent possible, such notice should include: CG D2 46 08 05 0 2005 The St, Paul Travelers Companies, Inc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY I. How, when and where the "occurrence" or offense took place; it. The names and addresses of any injured persons and witnesses; and Ill. 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: t. Immediately record the specifics of the claim or "suit" and the date received; and H. 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 connection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and otherwise comply with all policy conditions. d) The additional insured must tender the de- fense and indemnity of any claim or "suit" to any provider of "other insurance" which would cover the additional insured for a loss we cover under this endorsement. However, this condition does not affect whether the insur- ance provided to the additional insured by this endorsement is primary to "other insur- ance" available to the additional insured which covers that person or organization as a named insured as described in paragraph 3. above. 5. The following definition is added to SECTION V. —DEFINITIONS: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or organization as an additional in- sured on this Coverage Part, provided that the "bodily injury" and "property damage" oc- curs and the "personal injury" 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. Page 2 of 2 ® 2005 The St. Paul Travelers Companies, Inc. CG D2 46 08 06 OF Toni PROJECT NO. 2011-05 PROFESSIONAL SERVICES AGREEMENT: DUNE PALMS ROAD BRIDGE HIGHWAY BRIDGE PROGRAM APPLICATION PROJECT NO. 2011-05 CONSULTANT: RBF Consulting, Inc. Attention: Brad Donais, P.E., Vice President 74-130 Country Club Drive, Suite 201 Palm Desert, CA 92260-1655 CONTRACT AMENDMENT NO. 1 s****s******************s***s***s*s*s*s*s***s*s#*s#s*s#xs##******************* Pursuant to the terms of the original Professional Services Agreement, you are hereby directed to make the herein described changes or do the following described work not included in the previously approved scope of work. Unless otherwise stated all work shall conform to the terms, general conditions, and special provisions of the Professional Services Agreement. #ss*s#*#*s*s**s*s**s********************************************************** DESCRIPTION OF CHANGE This contract amendment authorizes additional engineering services to revise the City of La Quinta Highway Bridge Program Application (HBP) for the Proposed Dune Palms Road All Weather Bridge Spanning the Whitewater River. RBF's scope of work and fee, dated February 16, 2012, is attached and made part of this contract amendment. sss#*s*s#*s*s#*#*x*ssx**s***####*#*###*#*####*#######*##*#*#***#**#*####*#*#*# Previous Contract Amount Through Contract Amendment No. -0- $24,700.00 Add this Amendment $3,500.00 Revised Contract Total $28,200.00 The contract completion date is extended through December 2012. sssssssssssssssssssssssssssssssssssssssssssssss*#***#s#x*x*#x#*#s#xsxsxx*sssss Submitted ` Date: By: 'V Approved Date: By: We, the undersigned Consultant, have given careful consideration to the change proposed and hereby agree, if this proposal is approved, that we will provide all equipment, furnish all materials, perform all labor, except as may be noted above, and perform all services necessary to complete the above specified_work,-and-hereby accept as full payment the amount shown above. Accepted By: -�J=?--A ' - Title: Consultant: T3 F Ccr z, I tiNA Date: 3/13 /Q