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So California Soil/Testing Services 11PROFESSIONAL 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 Southern California Soil & Testing, Inc. ("Consultant"). The parties hereto agree as follows: 1.0 SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide those services related to Materials Testing Services, as specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference (the "services" or "work"). Consultant warrants that all services will be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry for such services. 1.2 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 inhetent.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 rovised 2-17-11 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. 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 Last revised 247-11 Compensation"). 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. 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. 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 Last revised 2-17-11 specified in the Schedule of Performance may be approved in writing by the Contract Officer. 3.3 Force Majeure. The time period specified in the Schedule of Performance for performance of the . services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than City, and unusually severe weather, if Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the forced delay when and if in his or her judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. Extensions to the Schedule of Performance which are determined. by the Contract Officer to be justified pursuant to this Section shall not entitle the Consultant to additional compensation in excess of the Contract Sum. 3,4 Term. The term of this agreement shall commence on April 6, 2011 and terminate on April 5, 2012_(initial term). This agreement may be extended for two (2) additional 1-year terms upon mutual agreement by both parties (extended terms). 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. Gordon Woodard, Vice-president 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. Last revised 2-17-11 4.2 Contract Officer. The Contract Officer shall be Timothy R. Jonasson, 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. 5.0 INSURANCE 5.1 Insurance. Prior to the beginning of and throughout the duration of the Work performed under this Agreement, Consultant shall procure and maintain, at its cost, and submit concurrently with its execution of this Agreement, personal and public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's acts or omissions rising out of or related to Consultant's performance under this Agreement. The insurance policy shall contain a severability of interest clause providing that the coverage shall be primary for losses arising: out of Consultant's performance hereunder and neither City nor its insurers shall be required to contribute to any such loss. A certificate evidencing the foregoing and naming City and its officers and employees as additional insured (on the general liability policy Last revised 2-17-11 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 autoliabilitycoverage 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 thatcoverage shall be. primary for losses arising out of Consultant's performance hereunder and neither City nor its insurers shall be required to contribute to such loss. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,OOO 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. Last revised 2-17-11 Consultant shall carry Workers' Compensation Insurance in accordance with State Worker's Compensation laws with employer's liability limits no less than $1,000,000 per accident or disease. All insurance required by this Section shall be kept in effect during the term of. this Agreement and shall not be cancelable without written notice to City of proposed cancellation. The procuring of such insurance or the delivery of policies or certificates evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its officers, employees, contractors, subcontractors, or agents. 5.2 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement. b. Order Consultant to stop work under this Agreement and/or withhold any payment(s) which become due to Consultant hereunder . until Consultant demonstrates compliance with the requirements hereof. C. Terminate this Agreement. Exercise of any of the above remedies, however, is an alternative to any other remedies City may have. The above remedies are not the exclusive remedies for Consultant's failure to maintain or secure appropriate policies or endorsements. Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractors' performance of work under this Agreement. 5.3 General Conditions pertaining to provisions of insurance coverage oy 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 Last revised 2-17-11 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. B. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self insurance available to City. 9. Consultant agrees .to ensure that subcontractors, and any other .party involved with the project that is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such .coverage and assumes all Last revised 2-17-11 responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 10. Consultant agrees not to self -insure or to use any self -insured retentions or deductibles on any portion of the insurance required herein (with the exception of professional liability coverage, if required) and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project. contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self -insured retention, the deductible or self -insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self -insured retention, substitution of other coverage, or other solutions. 11.. The City reserves the right at. any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 12. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 13. .Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 14. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 15. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of - Lest revised2-17-11 . . insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five (5) days of the expiration of coverages. 16. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 17. Requirements of. specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 18. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 19. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 20. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. 21. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. 6.0 INDEMNIFICATION. 6.1 General Indemnification Provision. a. Indemnification for Professional Liability. When the law establishes a professional standard of care for Consultant's Services, to the fullest extent Last revised 2-17-11 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. b. 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. 6.2 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 forth herein is binding on the successors, assigns or heirs of Consultant and shall survive the termination of this agreement or this section. . Last revised 2-17-11 a. Indemnity Provisions for Contracts Related to Construction. Without affecting the rights of City under any provision of this agreement, Consultant shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided. such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City's active negligence accounts for only a percentage of the liability involved, the obligation of. Consultant will be for that entire portion or percentage of liability not attributable to the active negligence of City. b. Indemnification Provision for Design Professionals. 1. Applicability of Section 6.2(b). Notwithstanding Section 6.2(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 6.2(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. 7.0 RECORDS AND REPORTS. 7.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning Consultant's performance of the services required by this Agreement as the Contract Officer shall require. Last revised 2-17-11 7.2 Records. Consultant shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the cost and the performance of such services. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principals. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 7.3 Ownership of Documents. Originals of all drawings, specifications, reports, records, documents and other materials, whether in hard copy or electronic form, which are prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement, shall be the property of City and shall be delivered to City upon termination of this Agreement or upon the earlier request of the Contract Officer, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by, City of its full rights of ownership of the documents and.materials hereunder. Consultant shall cause all subcontractors to assign to City any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages suffered thereby. In the event City or any person, firm or corporation authorized by City reuses said documents and materials without written verification or adaptation by Consultant for the specific purpose intended and causes to be made or makes any changes or alterations in said documents and materials, City hereby releases, discharges, and exonerates Consultant from liability resulting from said changer The provisions of this clause shall survive the completion of this Contract and shall thereafter remain in full force and effect. 7.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer or as required by law. Consultant shall not disclose to any other entity or person any information regarding the activities of City, except as required by law or as authorized by City. 8.0 ENFORCEMENT OF AGREEMENT. 8.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. Last revised 2-17-I 1 8.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service -of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the Contract Officer; provided that if the default is an immediate danger to the health, safety and general welfare, City may •take such immediate action as City deems warranted. Compliance with the provisions of this section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to Section 8.7 8.3 Retention of Funds. City may withhold from any monies payable to Consultant sufficient funds to compensate City for any losses, costs, liabilities, or damages it reasonably believes were suffered by City due to the default of Consultant in the performance of the services required by this Agreement. 8.4 Waiver. No delay or omission in the exercise of any right or remedy of a non defaulting party on any default shall impair such right or remedy or be construed as a waiver. City's consent or approval of any act by Consultant requiring City's consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant, Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 8.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies. shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other, default by the other party. 8.6 Legal Action. In addition to any other rights or remedies, either party. may take legal action, at law or at equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, or to obtain any ,other remedy consistent with the purposes of this Agreement. Last revised 2-17-11 8.7 Termination Prior To Expiration Of Term. This section shall govern any termination of this Agreement, except as specifically provided in the following Section 8.8 for termination for cause. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Consultant. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 8.3. 8.8 Termination for Default of Consultant. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.2, take over work and. prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Consultant for the purpose of setoff or partial payment of the amounts owed City as previously stated in Section 8.3. 8.9 Attorneys' Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing party. 9.0 CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION. 9.1 Non -liability of City Officers and Employees. No officer or employee of City shall be personally liable to Consultant, or any successor in interest, in the event or any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. No officer or employee of City shall have any personal interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects his or her personal interest or the interest of any corporation, partnership or association in which she or he is, directly or indirectly, interested, in violation of any State statute or regulation. Consultant warrants that it has not paid or given and will not pay or give any third party any money . or general consideration for obtaining this Agreement. Last revised 2-17-11 9.3 Covenant against Discrimination. Consultant covenants that, by and for, itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry. 10.0 MISCELLANEOUS PROVISIONS 10.1 Notice. Any notice, demand, request, consent, approval, communication either party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this section.. To City: To Consultant: CITY OF LA QUINTA Southern California Soil & Testing, Inc Attention: Thomas P. Genovese Attention: Gordon Woodard City Manager Vice President 78-495 Calls Tampico 83-740 Citrus Avenue, St. G P.O. Box 1504 Indio, CA 92201 La Quinta, California 92247-1504 10.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and all previous understanding, negotiations and agreements are integrated into and superseded by this Agreement. 10.3 Amendment. This Agreement may be amended at any time by the, mutual consent of the parties by an instrument in writing signed by both parties. 10.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder. 10.5 Authority. The persons executing this Agreement on behalf of the parties hereto warrantthat they are duly authorized to execute this Agreement on Cast revised 2-17-11 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 A TTr,�T. APPROVED AS TO FORM: City Attorney CONSULTANT: Southern California Soil & Testing, Inc. By: Gordon Woodard Signature: Title: Vice Preside t Date:_ Last revised2-17-11 j SCS&T is Von as one ofthe most co prehendve laboratory and tes8ngfirms in somhemcaafomb. If It can be bWit m otn terc k When Wier _testing aril inspection firms do not haw ire necessary equipment or expand" required to procesatesgdw come to Lit: We have been referredmas""labli;W - Act laborsrory testing and Impatiorts are performed without cempromhe and are exeatted in com*rcawhh oarent Industry SCS&T also provides non-detwaiw . exam:ution and testing,whlch a Limed to . examine rruwlah without undermining --their fuiaae usdulness. I r f I HI tl PROCEDURAL GUIDEI IMS A, t "1 CERTIFICATIONS LJ We ire oerdfled by amd adhere, to the guidelines of several regWamy agetdea, InduAn$ AASHTO Materut Reference Library (AWL) Amerkan Society forTesdrg& Materials j (ASTM .I J _ � Caafonda Sulldlrg Code (C6C) _ Comex& Coitaete ReFaence laboratory . - (CCRL) Il The City of Los Angeles The aty of Sm Diego - DMsirn of the SmArchitect PSA) ,Fed" Aviation AdMrdstratbn (FAA) ImernaNaW&+ading Co&(IIIQ .. t .:l..3 State or Cmunia (Cahram SpedRcatlora . nde 24 ..,}., US AnM Corps of Eglamrs Li US DeWtmem: ofAykvldve I Understanding and Approach Understanding SCS&T understands that work for the proposed project will include the following intermitretrc observation and testing services: • Provide a qualified technician as necessary to conduct density tests on roadway subgrsde, aggregate base, asphaltic concrete,slopeflll and trench back ill placement as required. Tests will be performed with a nuclear demsometer in accordance with ASTM D2922 or sand cone in accordance withAST74D1SS6. Maximum+ density curves (ASTM D155nwiHbe performed on various material types as they are encountered, and marshall density tests on dice asphaltic connate. • Provide an AC -certified technician as necessary to make sets of concrete cylinders as needed and perform slump tests for the curb, gutter, concrete dip section and ocher minor concrete. • Provide a Caltrans cerdfied tedndcian and laboramry to perform tests on federally fended projects. • Perform compression strength tests in aecordancet with ASTM C39. • Perform extraction/gradation tests in accordance with ASTM D2172fC136. on the asphaltic concrete. • Perform RValueliesdng of streetsupgrade and recommend a pavement section based on the results of the test. • Reporting of any Non -Compliance results of materials to the City within twenty-four (24) hours from the time of sampling: Pre -Construction SCS&T will request a contract kick-off meeting or teleconference With project personnel prior to the start of any projects to establish a dear understanding of goals and objectives and to obtain stakeholder Input, work philosophy, and operational procedures. Which include but are not limited co, chain of command, report distribudon, and invoking requirements. We.will incorporate contractual requirements with the information gained in order to sweamllne the process and to ensure all parties involved are in agreement With respect to reports, wmmaries, and invoices, SCS&T is able to trade project progress at any level of detail to meet the City's needs and to prevent unnecessary costs, time delays and change orders. Project Management James J. Stone, a State of California Registered Civil and Geotechnical Engineer, ; .will be the Project Manager and primary point of contact for this project i Jim will disseminate information to the project team and be responsible for ensuring that services are performed to the City's satisfaction. Addidonally, Jim will be responsible for art/ and all meetings that may be required in support of do professional services being provided throughout all phases of the project He will review all inspection reports6 rest results and billing to verify that SCS&T is providing services in accordance with plans, specifications contract requirements. I C. Project Understanding and Approach ,.., SMT provides special inspection. %VA its Sdreduling j own staff of muh3<nademialed'mspeuom The planning and scheduling of technicians, irsspectors, and engineers is the core t. l allowing us to save our clients Haney by using of a well functioning organization. SCS&T utilizes custom scheduling software a sb4e inspector for multiple mulct. for efficient management of field, laboratory, and office personnel. The daily f schedule is available on SCS&Ts Internal network to all personnel, enabling us j J M also provide field observation and resting to maximize staff utilisation and avoid duplication. We will schedule muld- durni;euifw rk toassist in the credendaled inspectors and technicians for various project tasks when -. Implenwtadw ofgeocedhnial - applicable to save you time and money reronvnmdaiom and specification - With over 40 full-time professional inspectors, technicians and engineers, SCS&T is able to respond to a request from a client within 24-hours. We are (' aware of the importance in adhering to construction schedules and have become adept in dealing with the unforeseen. In the event of an emergency or last minute request, SCS&T S technical personnel are crosstrained to ensure that we are always staffed with well-qualifled individuals who an cover any project, at any time. SCS&Ts project manager Is available 2417 to accommodate t._ arty emergency or last minute request. -� - SCS&T maintains a system of checks and balances to ensure our projects are of the highest quality. SCS&T is certified by Caknns,American Associatron of - State Highway and Transportation Officials (AASHTO),American Society for ., Testing and Materials (ASTM), Cement and Concrete Reference laboratory of .. the National Bureau of Standards (CCRL), the Division of the StateArchitea i..1 - (DSA), the Cities of San Diego and LosAnpkr,the Army Corp of Engineers and the US Department of Agriculture Testingdl Reid Work . Once the technfcianfinspactor arrives at a project site, they will report to the appropriate onske contact, sigo-in N necessary and review the approved plans aitd specifications prior to performing the work Following the required testing L.., or inspection services, SCSM field representative will document the findings and deliver the report or results daily to the City's designated representative, . and the repordresuks will be distributed as established at the pneconstr uction/ i..l kickoff meeting. _ Notification of any failing test or non-compliance issue will be provided the same day the test was performed vla the method that was determined at the �..• pre-consatrction meeting. Any, and all samples are protected, labeled on -site and scheduled daily for next day pick-up or if possible, will be delivered back to SCAT's laboratory the same day. L - QuefityAssumnce/QuoUty Control CERTIFICATIONS SCS&T maintains Comprehensive quality assurance plans that are outlined in SCAn impactors are certified by the regularly updated procedural manuals and are strictly adhered to. SCS&Tic farrowing agencies principals and supervisors and committed t0 our QAlQC program We hold regular meetings with our technical staff to maintain their familiarity with QN - Americve Conuete Institute (ACI) QC standards. In addition, senior personnel are responsible for the review American Society of Non-0eurtsod eTesdng of all laboratory test results, calculations, field reports and formal reports to ensure compliance, accuracy and thoroughness. Because our inspectors are full . American welding Society (Aws) Anwk time employees. SCS&T spends the time and money to make sure that they are Cans well trained and certified. SCS&T has monthly inspectors meeting to discuss Oty of San Dlego the status of current projects and address any issues that we might have on DMseon of the SateArchiteaa (DSA) - _ projects. As much as we would like for every project to run smoothly, Issues do International Code Council (iCC) . arise, and regardless of why or who is at fault our goal is to discuss these issues National Institute for Certification in amongst our stA make than aware of the Issues and educate them so' fxegneeingTedwologles(NICFf). Office of Statewide Health Planning & they are not rested. . _ .. I I, Development(OSHPD) 'J 0 e 'Exhibit B Schedule of ComP8rlexaiSr n Southern California Soil and Testing, Inc. Confidential Schedule of Fees for Professional Services for City of La Quinta .NON'PREVAILING WAGE RATES Effective January 1, 2010 PROFESSIONAL SERVICES - - Nm► vvisdhhg Wage EnglneodGeologiss _ �,-$.159' principal F-ngineedGeologlsc _--_......._.____-_-..._._......•.„..--.•.._.._----.........._-...._. -.140 - Senior EngineeHGeologist Staff EnjilneedGeologirt ___�.-... +.�____ •» �-- -_ _ _ �_� __ 167 Concrete Mix Design Review __.Y....-_.._-----•«..-..-_._..-.----_-•.-•-•.._..----_^^- Trial Testimony (4-Hour Mhdmum, with any time owx4 hours billed as 8 hours)...-.-----_..._......_..:.•-------^--350 . Deposition and Technician - - _ T• A97 SorlWMatMlaWQA-QC Supervisor.__..._•.-.....--,--- 74 _.-.74 Solis Technician --^------'-^' _'_"_-'_'•.'"."•""-_•_'•'_•�_"'"_.._.- Materials Technician(ACfJ._---•-^.—•— ---"'""'"""'- - « - _--,.._..____74 QA1QC Technician (ibkd Party) .:..-------: _••---".'--^'-""�" •"""•- .-,••,,,,,•, _200 Floor Flatness (Dip Stich Technician.__...-..__._..._-..............._...._.._.___............__.._..._.___--..---- 175 Corbxg-Asphak,Concrete, M3senryand Gunite-. ----•----•-•----""."-"""--"'-"'-•' CodBed Deputy Inspection CffdS d Mathrials Special Inspector .«....__._.._--._.._.., ._.._...._......-..�--. �w 74 CoWledBuilding Inspector .._..•...._-_-:..._-•—:.•.._:..._.�.._..-�..__.._...........• - _._...79 NDT Technician (Ui. MT. DT. VT) :_.-.-• —. ..--"' """'- '"-"'"�'!.-""�• ....,_,,,,•.M•74 Batch Plant Inspector _.:..» ____�_....-....«»•._....__.._.....r__.......__-._..^^= .._..._I08 oSPHblmpecwAB....-._:�»_ __..__..._. ,•..-- - _.._ -_._._.-..106 OSPHDInspector C _,_..;._._....r:-,.•--.-----"'_ - '•".."•'."'_.___•... AWS CertIfiW Welding Inspector 04eld Wddn& Shop Welding High-Strengthn8okhht--_^---^----'^'-"' ....._..-. 74 /14wAuane �.....-1 S x Regular Hourly Rate . Overtime and Saturday Rate._......----------'-"'_'"•--"_""'-�'�"---�••-.•- 2 x Regular Hourly Rate Sunday andNationalyRecMizedHolidayRem(includingehedayafterThanksgiving)....-_---..-----^^^---^-'--'. - __SSOOIProJecc MinimumProkssbnalFee..---------^----.^""—_ ""'-•""• - - __.-_$400/PrnJect Minimum Held Services Fed _.__.,_.. •-^^. .'-"'__ _ -: normal rate plus 50% , Rush Surcharge.-.. _--•--^-.•--••--_.-_'•_.""..^."'"'__'..»'_. TRAVEL l_..._._.--......._.._ W_...._......__».«...._........__._.�.-.....__......_.__...-.... Reguar Hourly Rate Personnel Per Diem (vahsable. dependingonbratkxn)___ - .....---._----------•^---- "'"'"^- - ---J_•.$63 Sample pick Up (San Diego. "Ids and San Bernardino Counties) i� ..EQDIpNEN'T AND MATERIALS -- I induced hh Technician KamNuclearGauge.....__.__.._.............._.:_..:-.__..._._._..._....._»..._.___:.�_._..._____._...._.._ry _..»...._.............._•...»..Cos[+20% - Generator.„.-....._. ____-... - " . •—••--.—•-•-_ _""'_. �_._.�.._._..•._-._,,,•_$108rour F'achometer_........:.:._._._..._�._._«.._.�_»._.�W-___._...r..«•...•..._.•:..»...__�.....-........ _..._ ..._._$3511dt Concrete Vapor Emission Kits (ASTM F 1869) ___-.:-.--:.----_.------•—_'-•"..":__"'-"'"_._.._- - LABoRATORTTEm Soil And Aggregate Maximum Density, 4arhdx mold (A6TM DI5571..-.• .--___$192 .. Collapse Potential (ASTM D5333)--...-•--:...----•$106 � � 170 Maximum Density. 64ndh mold (ASTM D15Sn.._- •.-._._._..,.»212- Expansion Index (ASTM D4829)._--.--- — Rack Correction for Maximum Densities»-_..........._._ 2S Sleve Analysis (A" D422)—_..'..._."'-......_._:.__.._ 00. plasticity Index (ASTM D4318)__.:-.__.--------•--`122 D•rect$hear, NormM al Speed OS D30M-•--^---• 319 Hydrometer A.nalysis(ASTM D422)_.._....____.�.._.-:._-_.._t06 .Direct Shear, Slow Speed (ASIM 308tn_......._-__.,.....—.. LABORATORY TEM Sob and,Aggregate for at) Resistance Vekre, R-Value (Cd 301. AS7Vl D28"_..-...,_....«..$26S . California Bering Rado includes Max Demky C (ASTM DI883).-_.594 Sand Equivalent (C.1217,ASTM Corrosivity(Inc pH. a es alAty, sobmle c hlorh1w and mdhtes)_,-.--180 . Sleve Analysts, Coarse (ASTM CI36)._._........«_.-_..«._...-.-«:-.57 Sim Analysis. Fine (ASTM ......-71 Specific Gravity, Coarse (ASTM C127).._......... ,-..-...---66 Specific Graft, Fine (ASTM CI27)-.-..-..�.„...„«�_......-66 Durability Index(Ca1227).:__..____«�.._....._....-_...,-_...215 Asphalt Concrete . Hveem - Maximum Bulk Specific Gravity (Cal 30% per plug. -$12B - Hveem and Stabllometer (Cal 308/360 per 68 Rke - Maximum Theoretical Spedf c Gravity (ASTM D2041)._-256 Bulk Specific Gravity, Cores M M D I .-._56. Sleve Analysis E arected Aggregate (ASTM Percent Bitumen (AVM DO07).176 Marshall Deruhy (ASTM D6926) per Marshall Density, Stability and Flow (ASTM D6927) per plug--166 Additional laboratory testing prices avallabla upon rcgtrot Masonry Compressive Strength, Block 8ek 89e16" (ASTM.CI40) _._..- .. $50 Compressive Strength, Prisms 8'Scl6"x8" or smaller-_..._...-_106 Compressive Strength, Nis . Larger than 8"kWW".-143 Compressive Stmngdh..Grout 3"x3'W (AS M CI019).._�..._26 Compressive Swength. Mortar TxC *TM C780).--........-.--26 Compressive Strength, Mortar 2"xr (ASTM C109).._ .--28 Liner Shrinkage, Bloudc (ASTM C426)_-.«_.«..,-.,..----..242 Concrete CompressiveStrength, Cylinders (ASTM C39)-..._..........._- -.-$26 Compressive Strengdh Cote KM C42)--_................--____57 Compressive Strwq t. Shotcrete Panel, 3 cores (ASM C I I40)-.279 Splitting Tensile Strength, 6"xI r Cylinder (ASTM C496) ._...._.-71 Flncunl Smash d% 6"x6'Sd4" Beam W M C78).---.......--.. 71 Length Change, Mortar a Concrete (ASTM Cl57)._..-_-___ -3S7 Metals Tensile Strengtk #3 - #8 ReinforcingSteel (ASTM A6IS/A706) -$71 Tensile Strength. #9 - #11 (ASTM Be). .-._.-_........:..--87 Bend.Test. 43 - #1, I. Reinforcing Steel (ASTM B8). ...... TERM$ AND CONDITIONS Ali field so -Am wi06e charged from portal w portal with the following ndnimrm doges . e:Aw*hor minimmri charge will be applied to materials sampling and sample pkksgs. - e A two-hour shovhup doge vd6 be applied to any servioa canceled after 4A0 M4 the previous day.. e-Awoo-hour miMmum charge will be applied to an 8dd services and in hourly Increments after do first two hours. - - e Work in exams, of bight hours up to twelve hours in a single day, vA0 be dosed k304nimre Incrementsw15dinesthesmdwirate. a Work in excenof twelve hours Ina daywH be dinged in onahcw inoanewx2-D times the stauhrd rate. - e The Director of kduarld Relations (DIR) may dictate periodic Increases to the preval ft wage during the dhwWm of this projecdwrWsct SCS&T.w10Increase our houriy rate on on *Twd a daaderrmined by the Dill, by a bonorof 12 times the hourly kuna se. Work performed by flew or laboratory personnel outside of nomad business hours (6:30 AM- 5:w PM) vh8lbe dinged a premium on acaseSy- W basis. Reimbursablec SCS&T reserves elm risk w c aw far services ousile of the contract in the loran of reimbursables. These Item include, but are not 16nhed to the folbwkhs amnambleon magnetic pandele powder, ultrasonic clpulem concrete ry%Aw oo, am The following are also hhcluded: "ease, travel Tina equipment .renal, aelrtanutradw tlmeutilized for photocopying detrbAw Ham express malfug, archive ceardms; erg Suboomraaed wMaa that are included an the Fee Schadde vA be dinged atdhose rare. Subecmracead services not Included In or Fur SdhedA vA0 be dinged ac cast plus 20 percent. Per Diem dargrs wl0 be applied to protects outside a 504Np radius of our oflka Mileage will be dinged ache rate of SO -cents per We for distances ova' 50 miles hem tee Iocalon of dispatch Invoke for all services complBtad or in progress will be submitted bl4nonft. Thme imofmsare due In full prccentadw to the client Invokes oumandaug ova 30 dap wig be anWered past due A snancpu e large will be cos ted.at the ram of IS percent per month whk h is an annual rate of 18 perosm. and charged. nn allpast due arroumt 8legd a--- b brought on ddhhqurent accounts, the prevailingparty shag be entitled to recover Its resodft attorneys fee and other case; of cdkxclon our professional a kh& ZwWV, and Inspection services are pwbrmed in wmrdance with the anent standards of practice in.the industry. No odd warranty or represemaion. eeptessorbnplled. is made orintehded - . - .. ter,. Dtre. - fi .'� s++-rfDAal m /mamin.- t_dhe �pu,�jsuw gay rh+de. nafshe 0.nlect 5Ci.°.- wOlicrease err MurMranemingeFevlre cote deerrtnkhee fry sire DlR MnfaanroF LB tines the 6meHFiaema . -.. - 6280 Riverdale Street 83-740 Citrus Avenge, Suite G San Diego, Califorola12120 Indio, California 92201 619.2W.4321. Toll Free 877215.4321 760;775.59M. Toil Free 877.21 SA321 - - www.scstcom ... wwwsapccwa, . Celebrating 50. Years in Southem California Southern California Soil and Testing, Inc. Confidential Schedule of Fees for Professional Services for City of La Quinta PREVAILING WAGE RATES Effective January 1, 20f0 PROFESSIONAL SERVICES Enghw0dlieo/ogkt - Prevailing Woge - Principal Engirneer/Geologst_._..__.....�..._____._._._.....,. _ ..._._._..__.«.........:_.......«..,.._.-$159 . Senior EngineedGeologist 140 StaffEngineedGeologut._____...._.._ ________:..._.._.«_. ,_.._._._._....r. ....__._._._r...____..-......:,.«...98 Concrete Mix Design ReNexr Deposition and Trial Testimony (4-Hour Minimum, with aM dme over 4 hours billed ant hays) Technk)do Sc1b1Materiak/QA-QC Supervisor .v;.«..._...._. _ ___.......�_._..� _ ....._....,_$106 ....„..._..._._......._.._._._.._.__..., .........«...« Solt Technician. -.-- _._ 98 Materials Technician (ACQ - ._ .._�.... .�....... .„...�_98 QA(QC Technician (Third Party) ........._............_.:....««..__:___.�..._�_ ___�....—.....«. ..«.% Boor Flatness (Dip Stich Technician _.-___�._............__ �.,..,„,.._..................«._._�_._...«.21q Coring. Asphalt. Concrete,tMasonry and Gmiiie.._....-....._..._._.._...._.�_,.___� «. _ ,�.175 Certified Deputy Inspection _ Certified Material: Special Inspector.. — NOT Technician (UT, MT, OT VT) Batch Plant inspector _ .-.......74 . OSPHD Inspector A, B _.......__...108 OSPHDInspector C_...,.r.._.._.�._-,:.,._.«.......«.«_ - ____«.,:„.„.,...._......_-._........_.._._t06 AWS Cerd0ed Welding Inspector (Reid Weldhg, Slap Weldiig, HghStrength Bohhsg) ....V _.._,.. - - - - 98 IWueBaneous Overtime and Saturday Rare _ _.-_-... ._....� �. I.s x Regular' Hourly Rate Sunday and NatiomByRecognnhed Ho0day Rare (including the day afterTMnkW*ig). 2 x Regular Hourly Rate Minimum Professional Fee «_...._. _.«.�....�_ ..... .._...._«-.. _ --$SOWM)nxt Minimum Reld Services Fee._,.._._ r:«_..-___...__�...,_._..,_ �,.....,._...._�.«.� .. ..._._..-.$4001Project Rude$urchatge_.,.....-_....,,.,_. ....,....,_.. __. ....._.«__ _.....,....:...„_^__--_...........-..__rwrmal rate plus SO% . TRAVEL.. .._«.........__.._-.-.Regular Hourtf Rate Per Diem Osrlable, depending on locatian)_...-_...r......_..- - Sample Pick Up (San Diego, Riverside and Sad Bernardino Counties) _.«._...,..... ....... �:�.........,_...Y_._ _....,...__...__.$63 .. EQUIPMENT AND MATERIALS Nuclear Gauge -.-..�..- ._..,.._ .. -.-..:_....... Included InTechnkanRate Outside Services(NuipmentlMaterrals_._...._.......__._.__.............-........ _ ..__........--- -r.. ..._Cost+20%.. Generator_..,.....W..........._.._:._.,_.._....__..._._..____._._......._....:.__...�__:....._....,�......._....._.._^____. Pachometer...�..._«..—_.._._:....«..«:...�..__�.._. _ ._._...... ............---..-__--_$IOfiour Concrete VaporEmisshm Kits (AS]" F 1869) . Soil And Aggregate . Maximum Density, 4-hsch maid (ASTM Collapse Potential (WM DS333)...-.:.«.._____.-.--•----$106 Maximum Density, 6-Inch mold KIM D1557)......:......_-312 Expansion Index (ASIM D4829)-_-._-...:._.._.... .-_170 Rock Correction for Maximum Sleve Analysis QWIM o423)----7--.:.w:.--•--•�:--�--�00 Pbsrldty Index W M Db ie)_.�:.........�-._._...;,...:....122 - Direct Shear. Normal Speed (A M D30M--_-.._---_200 Hydrometer Analysis (ASTM D422)__:.«.:..;__._..._...._._106 Direct Shear. Slow Speed WTM 03980)_. - -319 LABORATORY TESTB SollandAggregate(oprre.) - Resistance Vaki% RrValue (Cal 301, ASTM 132844)--_-$US California Bearing Ratio includes Max Deeity C (AS7M D1883)--S94 Sand Equivalent (Cal217, ASTM D2419)---...-- Corrosivity (Inc pH. rvYedvlty, sa6Ab chlorides and su8ares)._..._I 80 Sieve Analyst, Coarse (fSfM C136)._.__..._._._.-..w......57 Slave Analysis. Fine (ASTM SpedBc Gravity, Coarse KITI CI27)....._...,,.".M.".", 66 _ Spedfic Gravity, Fine (ASTM C127)._-__....66 Durability Index (Ca1227)_._.__....�..._,�._.,.,..."",.......215 Asphalt Ctnrrs•ete Hveem - Maximum Brdk Spadk Gravity (Ca13" per phrg_-$128. Hveem and Stabibmeter (Cal 3084166) per plug___....-_.-.168 Film - Maximum Theoretical Specific Gravity (ASTM D2041)-256 Bulk Spedfic Gravity, Cores OMM DI IBq.......-.....:._ ..w..56 Sieve Analysis Extracted Amite (ASTM DS444)—M....-86 percent Bitumen (4 M D6307)____I76 Marshall Density (ASTM D6926) per pkrg.Y.._._--..J28 Marshall Density, Stability and Row (ASTM 136927) per plug___I68 Additional laboratory testUgpriaa available upon raspiest Masonry Compressive Spengdi, 8fddc 8"x.8"x16" (ASTM Cl4q _..._. $50 Compressive Strength Prisms B"xi 6'5W or smaller..._ 106 Compressive Strength, Prisms larger than 8"xl6"x8" _.:____I43 Compressive Strength, Grout 3'W"x6" (ASTM C1019)_,_26 Compressive Strength, Mortar 2"W' (ASTM C78q.. _26 Compressive Strength Mortar 2')Q" (ASTM CI09)._.........._.._28 Unear Shrinkage, Block (ATM C426)_-...._......_�...-..--242 Concrete - Compressive SVengtk Cylinders (ASTM C39).".....-.".-.---. $26 Compressive Strenjift Core om C42) 57 Compressive Strengdb. Shotarm Panel, 3 corn (ASTM C 1140)-.279 SplktkgTensile Strength, 4"xl2" Cyinder(AMN0496) .:,.......71 Flexural Stroolt, Vx&'We Beam (ASIM c7a)_.._-.,...__.71 Length Changq Mortar or Concrete (ASTM CI57).157 Metal Tensile Strertgdt, #3-- 98 Rehdorcing Steel (ASIT1 A6151A7tM) 371 Tensile Strength, 09 - #I 1 (ASTM EB)._.—__......_........87 Bend Teat, #3 -Oil Reinforcing Steel (ASTM Est............-.-.-43 TERMS AND CONDITIONS Ali field swvkm vAl be dharged fiom port to portal with thafa0aweg minimum dnrlim • A one -how minimum dirge wen be applied to marerials=mP0n6 and sernpie pklm"• • A twodwxa show -up charge wla be applied to my acNra hanialed afrer 4A0I'M dhapreriars day. . • Awn-howmhdmuhn dirgewill be applied to all field services and In hourly incremna alwthefrsttwo hats _ • Work in acts of elginhours up w twelve hoes Ina rime dry, will be dhwged in 30-mimto limme hb at IS times the rtavard race - • Work In excess of tvmhe hams Ina day will be charged in w&hcurinovmeMat2.0 dmosthesnndird rare • The Director of hKitatrtl Relations (DIR) may dictate peiatik Incrnam to the KwAng wage during the duration of this prolw1contract. SCSRT vet Increase ow houly race on the effeW ve data detmndned by the DIN by a facer of I times the hourly manta Work performed by field or laboratory personnel amide of normal busimas hours (00 AM-5A0 Fro will be charged a pxeaurn on a caseby� barb: ReimbursaNnc SCSB:T restrves the right to charge for sawoas ewsdde of the convaa In d+e form of relmbursables. These has Include. but are not limited to the fcllowlrg CamamNe: nlWedC prtltle powder, ultrasonic onp low concrete cylinder ant; etc The follovft are also iaduded: mileaM travel time, equipment remal, admhdsaative time united for.phototopylnD distribution Ibts, erprass mai0rg, archive saudk%etc Subcontracted services that are included all the Fee Schedule will be chaged at throe hates. Subcontracted services not Included in our FeA Schedule will be darted . ae cost phut 20 pmcent. Per Diem charge will be applied to projects winkle a SO-mlie radius of our of6w. Milwge will be charged atte rate.of 50 oem Per Mie for disamm50 rdta fr ft lac a o(& patcL - Invokes for all services completed or in progress will be submitted bl m thly. Thew invoices are dw In 6A upon prnaiatbn to the dtex. Invokes wmanding ovw 30 days will he considered past due. A 8rmnce dwge will be cwrVmd at the rate of 15 percent per month which is an annual rate of 18 percent. and charged on all past dw acawnb. B legal action is brouglxt w delinquent axoama, the prevailing party shall be entitled to recover its reasonaNesttomvis feet and.otrer costs of collection. - .. Our professianl ensu erag, geology.. and Inspection servloar are performad in accordance with the current standards of practice In the Industry. No other wanway or representation; express or implied. t made or intended.• The Qft=affOde=WRe" (tom Mdktm onact.- t•dbeiabura. drrticvde doration pfth0,p."' a SCS&TvAkxzeateour hot*raaon the jftft 'dare determined (6the DX by f2orpf I's tic"" cr hart* inrreme - 83-740 Citrus Avenue, Suite G 6280 Riverdale Street Indio, California 92201 San Diego, California 92120 760.775.5903, Toll Free 877215.4321 619.280.4321, Toll Free.677215.4321 wwwststcom vrwwkesteom Cele6ratbig 50 Years In Sotrthem Gdijgrnfa Exhibit C Schedule of Performance Consultant shall provide services for an initial term of (12) months beginning April 6, 2011 through April 5, 2012 (initial term), and upon mutual agreement by both parties, the term of this agreement may be extended for up to two (2) additional 1-year terms (extended terms). Last revised 2-17-11 Exhibit D Special Requirements AT NO ADDITIONAL COST TO THE CITY: 1. The consultant shall provide a hand held (type) cellular telephone and service compatible with the City's cellular service for each technician assigned to the City project. 2. The Consultant shall provide his or her own transportation to and from the designated work site. 3. The Consultant shalt respond at the job site to requests for material .testing within twenty-four (24) hours and provide written test results to the City within forty-eight (48) hours of testing. 4. The Consultant shall supply all necessary tools and materials to perform materials testing. - Last revised 2-17-11 uY -9 Request for Taxpayer Give form to the -orm Ai OchAer 20aA Identification Number and Certification requester. not m m.n ,mnra� Fbvewa Sawa send to the IRS. Name (as snow. on your income tax return) m Southern California Soil & Testing, Inc. Sticness name, if different Iron above c 0 m Check appropriate box: ❑ IndhiduaU3oia txarx'«etor Corpaamon Partnership Exempt e ❑ limited Ito Arr company. Enter the tax clasattkatbn Io= agaded amity, Cxorpaatlw. P=partrxeship) ► .. ---.TO paYae d ❑ cuw ism reek iaref► Address (number, street, aM aptor some no.) Regtestees none and address (optional) a o 6280 Riverdale Street City, state, and ZIP code San Diego CA 92120 Ust account numbe(s) hem (optional) rn Taxpayer Identification Number N Enter your TIN In the appropriate box. The TIN provided most match the name given on Line 1 to avoid s•cled na07 memr backup withholding. Fa individuals, this is your social security number ISSN). However, for a resident alien. sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entitles, it is your employer identification number jEIN). If you do not have a number, see How to get a TIN on page 3. or Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose Employer kJ* nafkaaan number number to enter. 95 . 2240733 Under penalties of perjury, I certify that: I. The number shown on this form Is my correct taxpayer identification number (or I am wafting for a number to be issued to me), and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that 1 am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. 1 am a U.S. citizen or other U.S. person (defined below). Certification Instructions. You must cross out Rem 2 above R you have been notified by the IRS'lli you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide yaw correct TIN. See the Instructions on page 4. myn sitinabre of Here I u.s. parson ► . UA(2n W oeta ► 04-01-10 General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN to report, for example, income paid to you, real estate transactions. mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income. Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W4 Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business In the United States. provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases: • The U.S. owner of a disregarded entity and not the entity, Cat. No. 10231x Form W-9 (Rev. 10-2007) 450 B Street, Suite 1800 San Diego, CA 92101-8005 City of La Quinta 78-495 Calle Tampico La Quinta, CA, 92253 Mar 24, 2011 Cavignac & Associates INSURANCE BROKERS License No. OA99520 Re: Southern California Soil & Testing, Inc. Phone 619-234-6848 Fax 619-234-8601 Web Site www.cavignac.com Enclosed is a certificate of insurance, as requested. If you have questions or require changes, please contact our office via email (certificates@cavignac.com) or fax (619-234-1239). Please include a copy of the certificate with your request or reference ID number 140388. In Sept. 2009, ACORD revised the certificate form and using an older version would violate ACORD's licensing agreement. One of the major changes was the removal of the cancellation notice provision. For the following reasons, we are unable to modify the current form: • Notice of cancellation is a policy right, not an unregulated service. No insurer is able to provide the desired cancellation notice by endorsement. For example, the insured can cancel immediately, so it would be impossible for the insurer to provide adequate notice. • If our agency was to issue a certificate with a modified cancellation notice, we would do so with the knowledge that it would be impossible to give that amount of notice under certain circumstances. As such, the certificate could be alleged to constitute a misrepresentation or fraud which could subject our agency to serious civil and criminal penalties. We appreciate your understanding of the legal restrictions on our ability to comply with requests for an older form or modifications of the cancellation language. cc: Susan Dundas (sdundas@scst.com) Southern California Soil & Testing, Inc. - Certificate of Insurance Page 1 of 3 U°--9 9 DATE (MMIDDIYYYV) CERTIFICATE OF LIABILITY INSURANCE 3/28/2011 v 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 cerifcate holder is an ADDITIONAL INSURED, the pc icy(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). c "ACT Certificate Department PRODUCER Cavignac & Associates 450 B Street, Suite 1800 San Diego, CA 92101-8005 License No. OA99520 INSURED Southern California Soil & Testing, Inc. 6280 Riverdale Street San Diego, CA 92120 United States REVIS!ON NIIMRER: 19-234- COVERAGES CERTIFICATE NUMBEK: l41Jt,49 ISSUED TO THE INSURED —""- ---- NAMED ABOVE FOR THE POLICY PERIOD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. EXCLUSIONS AND CONDITIONS TYPEOFINSURANICE ADDLE SR POLICYEFF POLICY EXP POLICY NUMBER MMIOD MMIDDI'YYVY LIMITS INSR LTR 6806686LO64 12/1/2030 12/1/2011 S 1,000,000 A GENERAL LIABILITY DAMAGE TOEACH EN ED E 1,000,000 PREMISES Ea ocwrtence 10,000 X COMMERCIALGENEF LUABILITV PERSONAL BAOV INJURY E 1,000,000 CLAIMS -MADE X❑ OCCUR X Contractual Liability X X GATE $ 2,000,000 X Cross Liab/Sev of Int GENERAL - CO AGG $ 2,000,000 GENL AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP PRODUCTS Deductible E 0 POLICY X PRO- LOC ircT 12/l/2010 12/1/2011 COMBINED SINGLE LIMIT S 1,000,000 A AUTOMOBILE LIABILITY BA46IM650A (Ea accident) BODILY INJURY (Per Parson) $ X MY AUTO BODILY INJURY (Per accident) S ALL OWNED AUTOS PROPERTY DAMAGE $ SCHEDULED AUTOS X (Per acadeni) $ HIRED AUTOS NON -OWNED AUTOS $ A X UMBRELLA LIAR X OCCUR CUP3622T330 12/1/2030 12/l/2011 EACH OCCURRENCE $ 51000,000 AGGREGATE E EXCESS LIAB CLAIMS -MADE 8 DEDUCTIBLE X RETENTION $ $0 WORKERS COMPENSATION U63610T318 12/1/2010 12/1/2011 x WC STATU- OTH- E.L. EACH ACCIDENT $ 1, 000, 000 A AND EMPLOYERS' LIABILITY YIN E.L. DISEASE -EA EMPLOYE $ 1, 000, 000 ANY PROPRIETORIPARTNER]EXECUTIVE❑ OFFICERIMEMBER EXCLUDED'! NIA E.L. DISEASE -POLICY LIMIT $ 1, 000, 000 (Mandatory, in NH) If yesdescribe under DESCRIPTION OF OPERATIONS below 000028777 1/30/2011 1/30/2012 EBch Claim 1,0 $2, 0 Professional Liability Aggregate $ 000, 000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more SPaca Is requlrotl) for Re: Material Testing. Additional Insured coverage applies to General and Automobile Liability officials, agents, sublconeultanty of La 4slper City employees and officers, the City Engineer, its consultants, elected Liability per policy form. waiver of subrogation applies to General policy form. Primary coverage applies to General Liab. - Claims made, defense costs included within limit. Liability per policy form. Prof. rauro I ATInim _ City of La Quinta SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 78-495 Calls Tampico THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN La Quints, CA 92253 ACCORDANCE WITH THE POLICY PROVISIONS. United States AUTHORIZED REPRESENTATIVE 1 Jeffrey J. Steen V,E11E11�`'r,Vy1. pc 1988-2009 ACORD CORPORATION. All rights reserved ACORD 25 (2009109) The ACORD name and logo are registered marks of ACORD Page 2 of 3 EXIGIS-CAVIGNAC & ASSOCIATES 140849 POLICY NUMBER: 6806686LO64 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN INSURED (Section II): Any person or organization that you agree in a "contract or agreement requiring insurance" to include as an additional insured on this Coverage Part, but only with respect to liability for "bodily injury", "property damage" or "personal injury" caused, in whole or in part, by your acts or omissions or the ads or omissions of those acting on your behalf: a. In the performance of your ongoing operations, b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "products -completed operations hazard". Such person or organization does not qualify as an additional insured for "bodily injury", "property damage" or "personal injury" for which that person or organization has assumed liability in a contract or agreement. The insurance provided to the additional insured is limited as follows: d. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this Coverage Part. e. This insurance does not apply to the rendering of or failure to render any "professional services". f. The limits of insurance afforded to the additional insured shall be the limits which you agreed in that "contract or agreement requiring insurance" to provide for that additional insured, or the limits shown in the Declarations for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF INSURANCE (Section III) for this Coverage Part. B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree in a "contract or agreement requiring insurance" that the insurance provided to an additional 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 that is available to such additional insured which covers such additional insured as a named insured, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is _ sought arises out of an offense committed, after you have entered into that "contract or agreement requiring insurance". But this insurance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured under any other insurance. C. The following is added to Paragraph S. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury"property damage" or "personal injury" arising out, of "your work" performed by you, or on your behalf, under a "contract or agreement requiring insurance" with that person or organization. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insurance" with such person or organization entered into by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed. D. The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal injury" is caused by an offense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and C. Before the end of the policy period. © 2007 The Travelers Companies, Inc. CG D3 81 09 07 Includes copyrighted material of Insurance Services O, Inc., with its permission. Page 1 of 1 Office, Page 3 of 3