EquitySpec Consulting Engineers/Sr. Ctr. HVAC 12PROFESSIONAL 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 EguitvSpec Consulting Engineers ("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 Senior Center HVAC
Upgrade, Project No. 2011-13, 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).
1.5 Care of Work and Standard of Work.
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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
Compensation") in a total amount not to exceed Ten Thousand Dollars ($10,000) (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
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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.
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 Maieure. 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
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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 January 25, 2012 and
terminate on January 25, 2013 (initial term). Unless earlier terminated in accordance
with Sections 8.7 or 8.8 of this Agreement, this Agreement shall continue in full force
and effect until completion of the services, except as otherwise provided in the
Schedule of Performance.
4.0 COORDINATION OF WORK
4.1 Representative of Consultant. The following principals of Consultant are
hereby designated as being the principals and representatives of Consultant authorized
to act in its behalf with respect to the work specified herein and make all decisions in
connection therewith:
a. David A. Celmer, P.E., President
b.
C.
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,
Director of Public Works/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.
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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 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)
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$1,000,000 (per accident)
Errors and Omissions Liability
$1,000,000 (per claim and aggregate)
Workers' Compensation
(per statutory requirements)
Consultant shall carry automobile liability insurance of $1,000,000 per accident
against all claims for injuries against persons or damages to property arising out of the
use of any automobile by Consultant, its officers, any person directly or indirectly
employed by Consultant, any subcontractor or agent, or anyone for whose acts any of
them may be liable, arising directly or indirectly out of or related to Consultant's
performance under this Agreement. If Consultant or Consultant's employees will use
personal autos in any way on this project, Consultant shall provide evidence of personal
auto liability coverage for each such person. The term "automobile" includes, but is not
limited to, a land motor vehicle, trailer or semi -trailer designed for travel on public roads.
The automobile insurance policy shall contain a severability of interest clause providing
that coverage shall be primary for losses arising out of Consultant's performance
hereunder and neither City nor its insurers shall be required to contribute to such loss.
Professional Liability or Errors and Omissions Insurance as appropriate shall be
written on a policy form coverage specifically designed to protect against acts, errors or
omissions of the consultant and "Covered Professional Services" as designated in the
policy must specifically include work performed under this agreement. The policy limit
shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay
on behalf of the insured and must include a provision establishing the insurer's duty to
defend. The policy retroactive date shall be on or before the effective date of this
agreement.
Consultant shall carry Workers' Compensation Insurance in accordance with State
Worker's Compensation laws with employer's liability limits no less than $1,000,000 per
accident or disease.
All insurance required by this Section shall be kept in effect during the term of this
Agreement and shall not be cancelable without written notice to City of proposed
cancellation. The procuring of such insurance or the delivery of policies or certificates
evidencing the same shall not be construed as a limitation of Consultant's obligation to
indemnify City, its officers, employees, contractors, subcontractors, or agents.
5.2 Remedies. In addition to any other remedies City may have if Consultant
fails to provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option:
a. Obtain such insurance and deduct and retain the amount of the
premiums for such insurance from any sums due under this Agreement.
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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 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
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shall not make any reductions in scope of coverage (e.g. elimination of contractual
liability or reduction of discovery period) that may affect City's protection without City's
prior written consent.
7. Proof of compliance with these insurance requirements, consisting of
certificates of insurance evidencing all of the coverages required and an additional
insured endorsement to Consultant's general liability policy, shall be delivered to City at
or prior to the execution of this Agreement. In the event such proof of any insurance is
not delivered as required, or in the event such insurance is canceled at any time and no
replacement coverage is provided, City has the right, but not the duty, to obtain any
insurance it deems necessary to protect its interests under this or any other agreement
and to pay the premium. Any premium so paid by City shall be charged to and promptly
paid by Consultant or deducted from sums due Consultant, at City option.
8. It is acknowledged by the parties of this agreement that all insurance
coverage required to be provided by Consultant or any subcontractor, is intended to
apply first and on a primary, non-contributing basis in relation to any other insurance or
self insurance available to City.
9. Consultant agrees to ensure that subcontractors, and any other party
involved with the project that is brought onto or involved in the project by Consultant,
provide the same minimum insurance coverage required of Consultant. Consultant
agrees to monitor and review all such coverage and assumes all responsibility for
ensuring that such coverage is provided in conformity with the requirements of this
section. Consultant agrees that upon request, all agreements with subcontractors and
others engaged in the project will be submitted to City for review.
10. Consultant agrees not to self -insure or to use any self -insured
retentions or deductibles on any portion of the insurance required herein (with the
exception of professional liability coverage, if required) and further agrees that it will not
allow any contractor, subcontractor, Architect, Engineer or other entity or person in any
way involved in the performance of work on the project contemplated by this agreement
to self -insure its obligations to City. If Consultant's existing coverage includes a
deductible or self -insured retention, the deductible or self -insured retention must be
declared to the City. At that time the City shall review options with the Consultant,
which may include reduction or elimination of the deductible or self -insured retention,
substitution of other coverage, or other solutions.
11. The City reserves the right at any time during the term of the contract to
change the amounts and types of insurance required by giving the Consultant ninety
(90) days advance written notice of such change. If such change results in substantial
additional cost to the Consultant, the City will negotiate additional compensation
proportional to the increased benefit to City.
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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 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.
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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 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 A 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.
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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 set forth herein is binding on the successors, assigns or heirs of
Consultant and shall survive the termination of this agreement or this section.
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 Desiqn 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.
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7.1 . Reports. Consultant shall periodically prepare and submit to the Contract
Officer such reports concerning Consultant's performance of the services required by
this Agreement as the Contract Officer shall require.
7.2 Records. Consultant shall keep such books and records as shall be
necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the cost and the performance of such services. Books and records
pertaining to costs shall be kept and prepared in accordance with generally accepted
accounting principals. The Contract Officer shall have full and free access to such
books and records at all reasonable times, including the right to inspect, copy, audit,
and make records and transcripts from such records.
7.3 Ownership of Documents. Originals of all drawings, specifications, reports,
records, documents and other materials, whether in hard copy or electronic form, which
are prepared by Consultant, its employees, subcontractors and agents in the
performance of this Agreement, shall be the property of City and shall be delivered to
City upon termination of this Agreement or upon the earlier request of the Contract
Officer, and Consultant shall have no claim for further employment or additional
compensation as a result of the exercise by City of its full rights of ownership of the
documents and materials hereunder. Consultant shall cause all subcontractors to
assign to City any documents or materials prepared by them, and in the event
Consultant fails to secure such assignment, Consultant shall indemnify City for all
damages suffered thereby.
In the event City or any person, firm or corporation authorized by City reuses said
documents and materials without written verification or adaptation by Consultant for the
specific purpose intended and causes to be made or makes any changes or alterations
in said documents and materials, City hereby releases, discharges, and exonerates
Consultant from liability resulting from said change. The provisions of this clause shall
survive the completion of this Contract and shall thereafter remain in full force and
effect.
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
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Riverside, State of California, or any other appropriate court in such county, and
Consultant covenants and agrees to submit to the personal jurisdiction of such court in
the event of such action.
8.2 Disputes. In the event of any dispute arising under this Agreement, the
injured party shall notify the injuring party in writing of its contentions by submitting a
claim therefore. The injured party shall continue performing its obligations hereunder so
long as the injuring party commences to cure such default within ten (10) days of
service of such notice and completes the cure of such default within forty-five (45) days
after service of the notice, or such longer period as may be permitted by the Contract
Officer; provided that if the default is an immediate danger to the health, safety and
general welfare, City may take such immediate action as City deems warranted.
Compliance with the provisions of this section shall be a condition precedent to
termination of this Agreement for cause and to any legal action, and such compliance
shall not be a waiver of any parry'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 Riohts 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.
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
Last revised 11-9-11 13
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 Citv Officers and Employees. No officer or employee of City
shall be personally liable to Consultant, or any successor in interest, in the event or any
default or breach by City or for any amount which may become due to Consultant or to
its successor, or for breach of any obligation of the terms of this Agreement.
9.2 Conflict of Interest. No officer or employee of City shall have any personal
interest, direct or indirect, in this Agreement nor shall any such officer or employee
participate in any decision relating to the Agreement which affects his or her personal
interest or the interest of any corporation, partnership or association in which she or he
is, directly or indirectly, interested, in violation of any State statute or regulation.
Consultant warrants that it has not paid or given and will not pay or give any third party
any money or general consideration for obtaining this Agreement.
9.3 Covenant against Discrimination. Consultant covenants that, by and for
itself, its heirs, executors, assigns, and all persons claiming under or through them, that
there shall be no discrimination against or segregation of, any person or group of
persons on account of race, color, creed, religion, sex, marital status, national origin or
ancestry in the performance of this Agreement. Consultant shall take affirmative action
to insure that applicants are employed and that employees are treated during
employment without regard to their race, color, creed, religion, sex, marital status,
national origin or ancestry.
10.0 MISCELLANEOUS PROVISIONS
Last revised 11-9-11 14
10.1 Notice. Any notice, demand, request, consent, approval, communication
either party desires or is required to give the other party or any other person shall be in
writing and either served personally or sent by prepaid, first-class mail to the address
set forth below. Either party may change its address by notifying the other party of the
change of address in writing. Notice shall be deemed communicated forty-eight (48)
hours from the time of mailing if mailed as provided in this section.
To City:
CITY OF LA QUINTA
Attention: Mark Weiss
Interim City Manager
78-495 Calle Tampico
P.O. Box 1504
La Quinta, California 92247-1504
To Consultant:
David A. Calmer, P.E.
President
EquitySpec Consulting Engineers
42600 Caroline Court, Suite 102
Palm Desert, CA 92211
10.2 Integrated Agreement. This Agreement contains all of the agreements of the
parties and all previous understanding, negotiations and agreements are integrated into
and superseded by this Agreement.
10.3 Amendment. This Agreement may be amended at any time by the mutual
consent of the parties by an instrument in writing signed by both parties.
10.4 Severability. In the event that any one or more of the phrases, sentences,
clauses, paragraphs, or sections contained in this Agreement shall be declared invalid
or unenforceable by a valid judgment or decree of a court of competent jurisdiction,
such invalidity or unenforceability shall not affect any of the remaining phrases,
sentences, clauses, paragraphs, or sections of this Agreement which are hereby
declared as severable and shall be interpreted to carry out the intent of the parties
hereunder.
10.5 Authority. The persons executing this Agreement on behalf of the parties
hereto warrant that they are duly authorized to execute this Agreement on behalf of said
parties and that by so executing this Agreement the parties hereto are formally bound to
the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates stated below.
CITY OF LA QUINTA a California municipal corporation
12
Mark Weiss, Interim City Manager Date
Last revised 11-9-11 15
ATTEST:
&4XI-x, �AjChA
Veronica J. Mont ino, CMC, City Clerk
APPROVED AS TO FORM:
SIGNED IN COUNTO PART
M. Katherine Jenson, City Attorney
CONSULTANT:S;i0tJ i `i �_ N��1�-� 11 N�O�161Gf-%S
By:
Name: Q Ltd
Title: \ CA�U 644�
Date: 2� !�Io 1 Zs
Last revised 11-9-11 16
ATTEST:
Veronica J. Montecino, CMC, City Clerk
APPROVED AS TO FORM:
Jenson, gify Attorney
CONSULTANT: EMESJ 1�G� (,�]h S 1� f 1 Yl��LOJI�►GF�/S
By: jp/�
Name: QAtd
Title: Pfe-i& l Gl
1n 1
Date: �7 • :ZO I Z .
Last revised 11.9.11 16
Exhibit A
Scope of Services
Last revised 11-9-11 17
i=quitySpec
Consulting Engineers
www.ecuityspec-engineers.com
January 24, 2012
Attn: Mr. Bryan McKinney, P.E., Principal Engineer
City of La Quinta Public Works/Engineering Department
78-495 Calle Tampico
La Quinta, CA 92253
Re: Senior Center and City Hall HVAC Upgrade
Proposal for Engineering Services for Plans, Specifications, and Estimates (PSE)
Proposal no.: PN12002r
Dear Mr. McKinney,
Thank you for this opportunity to submit this proposal for engineering services for
the replacement of rooftop packaged gas -electric A/C units as described in your Request for
Qualifications (RFQ) issued January 6, 2012 and as discussed at our meeting at City Hall on
January 23, 2012.
BUILDING / SYSTEM / PROJECT DESCRIPTION:
The Senior Center is a single story building constructed under the 1991 California Building
Codes. The existing HVAC systems are the original construction (except for one 5-ton unit
installed several years ago) and consists of constant volume electric -cooling gas -heating
rooftop packaged units and low pressure air distribution. Most of the units do not have
provisions for outside air intake for ventilation air.
SCOPE OF SERVICES:
1. Construction documents including mechanical roof plans, (partial) floor plans for
thermostat locations, details and diagrams including vibration isolation and anchorage
attachment to structure, electrical power and control wiring and plumbing piping,
suitable for City of La Quinta plan check and public works competitive bidding.
2. Specifications either on the plans or in 8-1/2" x 11" format as per City requirement.
3. Field visits during design phase, bidding phase job walk if required, and construction
phase punch list are included.
Continued on page two
Coachella Valley Office:
42600 Caroline Court, Suite 102
Palm Desert, CA 92211
V: 760 834-1537 F: 760 832-7333 E: dcelmer@equityspec-engineers.com
Proposal no.: PN12002r
Continued from page one
DESIGN SCOPE:
We include design, plans, and specifications for the following EEM's provided in list format
by Greg Butler at a meeting at City Hall on January 23, 2012. These EEM's were obtained
from the Lincus Report dated November 5, 2008.
1. EEM #1: Fluorescent and incandescent lighting replacement at City Hall as per list to
be provided by the City.
2. EEM #3: Install high efficiency packaged units with differential enthalpy economizers
at the Senior Center. Replacement units will be the same nominal tonnage as existing
units. Equipment from Carrier, Lennox, Trane and York will be evaluated, and those
meeting the project requirements will be listed as acceptable manufacturers to ensure
competitive pricing. Airside economizers: We include the design of an integrated
enthalpy airside economizer system for each replacement A/C unit, as described in
the Lincus energy report.
3. EEM #4: Demand Control Ventilation (DCV) systems including CO2 sensors for the
A/C units serving the Conference Room in the Senior Center and the Council
Chambers Room in City Hall.
4. EEM # 6: Removal of the existing inlet guides vanes and installation of VFD's on the
three air handling units at City Hall
5. EEM # 7: Installation of premium efficiency motors on the three air handling units at
City Hall
6. EEM #8; Replacement of two split system A/C systems with higher efficiency split
systems at City Hall.
7. Re -commissioning of the 13 rooftop packaged A/C systems at City Hall to ensure the
proper functioning of dampers in the economizers.
EXCLUSIONS:
Structural analysis of the existing roof framing at the equipment wells. Since the
replacement A/C units weigh approximately the same as the units being replaced, the
gravity loads imposed on the structure are similar to existing. However, code design
lateral loads imposed on the structure due to seismic loading have increased since the
1991 California Building Code under which the building was constructed.
2. We do not do any asbestos or mold consulting.
Continued on page three
Exhibit B
Schedule of Compensation
With the exception of compensation for Additional Services, provided for in Section
2.2 of this Agreement, the maximum total compensation to be paid to Consultant under
this Agreement is Ten Thousand Dollars ($10,000) ("Contract Sum"). The Contract
Sum shall be paid to Consultant in installment payments made on a monthly basis and
in an amount identified in Consultants Schedule of Compensation attached hereto for
the work tasks performed and properly invoiced by Consultant in conformance with
Section 2.2 of the Agreement.
Last revised 11-9-11 18
Proposal no.: PN12002r
Continued from page two
INFORMATION NEEDED / QUESTIONS:
1. Hard copy plans of the roof equipment wells and floor plans.
2. Does the City or funding source require products to meet the "Buy American Act"?
3. Are there any rooms or areas that are difficult to cool or heat or have air flow
issues?
4. Are there any rooms or areas that are noisy or have vibration issues? Note that the
existing units are mounted on spring isolation. Our intent is to use similar spring
isolators with integral seismic snubbers for the replacement units. It is anticipated
that full perimeter curbs or adapter curbs will not be required. We will also
investigate using base rails if appropriate.
PROFESSIONAL LIABILITY INSURANCE:
We maintain professional liability insurance with CNA/Schinnerer with a $ 1,000,000 limit
and business liability insurance. An Acord certificate naming the City of La Quinta as
additional insured will be issued after the agreement is executed. similar project for the
FEE:
Based on similar projects of similar scope: Lump sum = $ 10,000.00
Billing:
Milestone: 80% of the fee will be billed in the month when final plans and specifications
are delivered for Notice to Bidders.
Milestone: 100% of the fee is due after the project is accepted by the City.
SCHEDULE:
We can begin immediately upon return of a signed agreement. Plans and specifications can
be ready in 2-3 weeks.
FORM OF AGREEMENT:
The City of La Quinta Professional Services Agreement forwarded to this office on January 9,
2012 is acceptable; typically this proposal can be referenced as an Exhibit in the Agreement.
Thank you for the opportunity to provide this letter proposal. If you have any questions,
call or e-mail.
Sincer
Eq ec onsulting nears
Cr,DavidelmeP.E.
IZ
President, Mechanical Engineer M22768
Exhibit C
Schedule of Performance
Consultant shall complete all services identified in the Scope of Services, Exhibit
"A" of this Agreement in accordance with the attached Project Schedule, attached
hereto and incorporated herein by this reference.
Last revised 11-9-11 19
Proposal no.: PN12002r
Continued from page two
INFORMATION NEEDED / QUESTIONS:
1. Hard copy plans of the roof equipment wells and floor plans.
2. Does the City or funding source require products to meet the 'Buy American Act"?
3. Are there any rooms or areas that are difficult to cool or heat or have air flow
issues?
4. Are there any rooms or areas that are noisy or have vibration issues? Note that the
existing units are mounted on spring isolation. Our intent is to use similar spring
isolators with integral seismic snubbers for the replacement units. It is anticipated
that full perimeter curbs or adapter curbs will not be required. We will also
investigate using base rails if appropriate.
PROFESSIONAL LIABILITY INSURANCE:
We maintain professional liability insurance with CNA/Schinnerer with a $ 1,000,000 limit
and business liability insurance. An Acord certificate naming the City of La Quinta as
additional insured will be issued after the agreement is executed. similar project for the
FEE:
Based on similar projects of similar scope: Lump sum = $ 10,000.00
Billing:
Milestone: 80% of the fee will be billed in the month when final plans and specifications
are delivered for Notice to Bidders.
Milestone: 100% of the fee is due after the project is accepted by the City.
SCHEDULE:
We can begin immediately upon return of a signed agreement. Plans and specifications can
be ready in 2-3 weeks.
FORM OF AGREEMENT:
The City of La Quinta Professional Services Agreement forwarded to this office on January 9,
2012 is acceptable; typically this proposal can be referenced as an Exhibit in the Agreement.
Thank you for the opportunity to provide this letter proposal. If you have any questions,
call or e-mail.
Sinc Ving
Eq i pe Conngineers
David A. Celmer, P.E.
President, Mechanical Engineer M22768
Exhibit D
Special Requirements
NONE.
Last revised 11-9-11 20
OP ID: 08
'4` Rom' CERTIFICATE OF LIABILITY INSURANCE
oATe1124M2 rrl
01124/12
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 pollcy(les) 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 endorsemen e .
PRODUCER 714.361-7700
9 OC)Heffernan Prof. Practices
Hutton Centre Drive, A600 714.361.7701
Santa Ana, CA 92707
E• Sher Young
P"°N :714.361-7717 No: 714-361.7701
Doaer : shot hefflns.eom
EQUIT-3
INSURERS) AFFORDING COVERAGE
NAIC0
INSURED EgUltySpec
INSURER A: Massachusetts Be Ina. Co.
Consulting Englneere
450E N. Sierra Way, Ste 115
San Bernardino, CA 92407
INSURERS:Continental Casualty Co.
20443
INSURER C1
INBURER D:
INBURER E:
INSURER F!
103gciil JW-4 i;1"III 1Jd-1H:a
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.
I� R
TYPE OF INSURANCE
AR
MO
POLICY NUMBER
tab=
IM
LWITs
GENERAL LIABILITY
EACH OCCURRENCE
S 1,000,00
A
X COMMERCIALGENERALLIABILITY
CLAIMS -MADE OXOCCUR
ODF898178000
03(09/11
03/09112PREMISES
6 300,00
MEDEXP(Anycnepaton)
S 6,00
PERSONAL SADV INJURY
S 1,000,00
GENERAL AGGREGATE
S 2,000,00
GEHL AGGREGATE LIMIT APPLIES PER:
PRODUCTS -COMPMP AGO
6 2,000,00
POLICY X PRO• LOC
S
A
AUTOMOBILE
LIABILITY
ANY AUTO
ALLOVJNEDAUTOS
8CHEOULEDAUTOS
HIREDAUTOS
ODF8981780(10
03/09/11
03/09/12
COMBINED SINGLE LIMIT
(Ea accid"l)
B INCL INO
BODILY INJURY(Papanon)
6
BODILYINJURY(Par soddeni)
6
X
PROPERTY DAMAGE
(Pa artldsnt)
S
X
NON-OWelEDAUTOS
S
6
UMBRELLA DAB
OCCUR
EACHOCCORRENCE
6
AGGREGATE
14
EXCESS LIAB
CtAIMSJr1ADE
DEDUCTIBLE
S
6
RETENTION I
WORKERB COMPENSATION
AND EMPLOYERS' LIABILITY YIN
ANY PROPRIETORIPARTNEIVEXECUTIVE
OFFICER/MEMBER EXCLUDE%
NIA
VIC STATU- OTH•
E.L. EACH ACCIDENT
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E.L. DISEASE • EA EMPLOYE
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(Mandatory in NH)
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02/10/11
02/10/12
PER —MAN— 1,000,00
LIABILITY
I
AGGREGATE 11000100
DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES 1Attach ACORD 101 AdtlIth nal Remuks Schedule, It mare space is raqulnd)
PROJECTS AS ON FILE WITH THE INSUREDgINCLUDIN - rUT NOT Tg��LIMITED TO HVAC
DRIVESS, 2 PROJECT
X SPLIT SYSTEMS ECONOMIZERREPAIRS, IGHTIN6AND CITY HALL (8 AHU
CITY OF LA QUINTA
ATTN: BRYAN MCKINNEY, P.E.
PUBLIC WORKS/ENGINEERING
78.495 CALLE TAMPICO
LA QUINTA, CA 92247.1604
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
01908.2009 ACORD
ACORD 25 (2009f09) The ACORD name and logo are registered marks of ACORD
Policy Number: ODF898178000 Insured: EQUITYSPEC CONSULTING
ENGINEERS
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
GENERAL LIABILITY SUPPLEMENTARY ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESSOWNERS COVERAGE FORM
I. Additional Insured by Contract,
"personal and advertising
Agreement or Permit
injury";
Under SECTION II — LIABILITY, C.
(2) To any person or organization
Who Is An Insured, Paragraph 4. is
included as an insured by an
added as follows:
endorsement issued by us and
a. Any person or organization for
made part of this Policy;
whom you are performing
(3) To any lessor of equipment:
operations when you and such
(a) After the equipment lease
person or organization have agreed
expires; or
in writing in a contract, agreement or
(b) If the "bodily injury",
permit that such person or
"property damage" or
organization be added as an
"personal and advertising
additional Insured on your policy.
Injury" arises out of the sole
Such person or organization is an
negligence of the lessor;
additional insured only with respect
to liability for "bodily injury",
(4) To any:
"property damage" or "personal and
(a) Owners or other interests
advertising injury" caused, in whole
from whom land has been
or in part, by:
leased which takes place
(1) Your acts or omissions; or
after the lease for that land
(2) The acts or omissions of those
expires; or
acting on your behalf,
(b) Managers or lessors of
but only with respect to:
premises if:
(3) "Your work" for the additional
(1) The occurrence takes
place after you cease to
insured(s) at the location
a tenant in that
designated in the contract,
agreement or permit; or
premises; or
p r
(4) Premises you own, rent, lease,
(ii) The "bodily injury",
property damage" or
control or occupy.
"personal and
This insurance applies on a primary
advertising injury" arises
basis if that is required by the
out of structural
written contract, agreement or
alterations, new
permit.
construction or
b. This provision does not apply:
demolition operations
(1) Unless the written contract or
performed by on
behalf the maa nager
written agreement has been
or lessorr;; or
executed or permit has been
issued prior to the "bodily
(6) To "bodily injury", "property
injury", "property damage" or
damage" or "personal and
advertising injury" arising out of
381-1586 02 11 Includes copyrighted materiel of insurance Services Offices, Inc., wilh its permission Page 1 of 4
the rendering of or the failure to
If other valid and collectible
render , any professional
insurance is available to the
services. This includes"but is
Additional Insured for a loss we
not limited to any professional
cover under SECTION II —
services as an architect or
LIABILITY, Part A. Coverages,
Paragraph 1., Business
engineer arising out of any
Liability our obligations are
construction agreement or
limited as follows:
activities tinder which any
insured or anyone acting on any
a. Primary Insurance
.Insured's behalf provides or
This insurance is primary to
provided service, advice,
other insurance that is
expertise or work. Construction
available to the Additional
includes, but is not limited to,
Insured which covers the
the plan, conception, design,
Additional Insured as a
build, construct; assembly,
Named Insured. We will not
development, safety, erection,
seek contribution from any
formation, reconstruct,
other insurance available to
rehabilitation, repair, or any
the Additional Insured
improvement made to real
except:
property. Construction also
(1) For the sole negligence
Includes the hiring, supervision
of the Additional
or management of any of these
Insured;
activities. However, this
(2) When the Additional
exclusion does not apply to
Insured is an Additional
liability arising out of an
Insured under another
insured's presence at a jobsite
primary liability policy;
that was not caused by
or
professional activities listed in
the above paragraph.
(3) When b.(2) below
applies.
c. Additional insured coverage
this insurance is
provided by this provision will not be
primary, our obligations
p
broader than coverage provided to
are not affected unless
any other insured.
any of the other
d. All other insuring agreements,
insurance is also
exclusions, and conditions of the
primary. Then, we will
policy apply.
share with all that other
If. Additional Insured by Contract,
insurance by the
method described in
Agreement or Permit —Primary and
below.
Non-contributory
b. Exceessss Insurance
The following is added to SECTION III —
This insurance is excess
COMMON POLICY CONDITIONS:
over:
M. Other Insurance
(1) Any of the other
1. Additionallnsureds
insurance, whether
If you agree in a written
primary, excess,
contingent or on any
contract, written agreement or
other basis:
permit that the insurance
provided to any person or
(a) That is Fire,
organization included as an
Extended
Additional Insured under
Coverage, Builder's
SECTION II - LIABILITY, Part
Risk, Installation
C - Who is An Insured, is
Risk or similar
primary and non-contributory,
coverage for your
work';
the following applies:
391IA688 02 11 includes copyrighted material of insurance services Offices. Inc., with its pemNssion Page 2 of 4
(b) That is Fire
(1) The total amount .that _ all
insurance for
such other insurance would
premises rented to
pay for the loss in , the
the Additional
absence of this insurance;
Insured or
and
temporarily
(2) The total of all deductible
occupied by the
and self -insured amounts
Additional Insured
under all that other
with permission of
insurance.
the owner;
We will share the remaining
c That is insurance
()
loss, it any, with any other
purchased by the
insurance that is not described
Additional Insured
in this Excess Insurance
to cover the
provision and was not bought
Additional Insured's
specifically to apply in excess of
liability as a tenant
the Limits of Insurance shown in
for "property
the Declarations of this
damage" to
Coverage Part.
premises rented to
the Additional
c. Method Of Sharing
Insured or
If all of the other insurance permits
temporarily
contribution by equal shares, we will
occupied by the
follow this method also. Under this
Additional Insured
approach each insurer contributes
with permission of
equal amounts until it has paid its
the owner; or
applicable limit of insurance or none
(d) If the loss arises out
of the loss remains, whichever
of the maintenance
comes first.
or use of aircraft,
If any of the other Insurance does
"autos" or watercraft
not permit contribution by equal
to the extent not
shares, we will contribute by limits.
subject to Exclusion
Under this method, each insurer's
g. of SECTION Il —
share is based on the ratio of its
LIABILITY, Pert A.
applicable limit of insurance to the
Coverages, 1.
total applicable limits of Insurance of
Business Liability.
all insurers.
When this insurance is excess,
Ill, Aggregate Limit of Insurance (Per
we will have no duty under
Project)
SECTION 11 — LIABILITY, Part
A. Coverages, 1. Business
a. For purposes of the coverage
Liability to defend the insured
provided by this endorsement, D.
against any "suit" if any other
Liability and Medical Expenses
Insurer has a duty to defend the
Limits of Insurance under Section
insured against that "suit". If no
11 - Liability is amended by adding
other insurer defends, we will
the following:
undertake to do so, but we will
The General Aggregate Limit under
be entitled to the insured's rights
against all those other insurers.
D. Liability and Medical Expenses
Limits of Insurance applies
When this insurance is excess
separately to each of "your projects"
over other insurance, we will
or each location listed in the
pay only our share of the
Declarations.
amount of the loss, if any, that
exceeds the sum of:
391.1686 02 11 Includes copyrighted material of Insurance Services 081ces, Inc., with its permission Page 3 of 4
b. For purposes of the, coverage
provided by this endorsement F.
Liability And Medical Expenses
Definitions under Section 11 -
Liability is amended by adding the
following:
a. "Your project" means:
I. Any premises, site or
location at, on, or in which
.your work" Is not yet
completed; and
If. Does not include any
location listed in the
Declarations.
IV. Blanket Waiver of Subrogation
Paragraph K. Transfer Of Rights Of
Recovery Against Others To Us in
Section III — Common Policy Conditions
is amended by the addition of the
following:
We will waive any right of recovery we
may have against any person or
organization when you have agreed in a
written contract, permit or agreement to
waive any rights of recovery against such
person or organization because of
payments we make for injury or damage
arising out of your ongoing operations or
,.your work" done under a contract with
that person or organization and included
in the "products -completed operations
hazard".
391.1586 0211 Includes copyrighted material of Insurance services Offices, Inc., with its permission
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