Roundabouts & Traffic Eng./Jefferson & Ave. 52 Study 13PROFESSIONAL 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 Roundabouts & Traffic Engineering ("Consultant"). The
parties hereto agree as follows:
1.0 SERVICES OF CONSULTANT
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Consultant shall provide those services related to Jefferson Street and
Avenue 52 Roundabout Study, as specified in the "Scope of Services" attached
hereto as Exhibit "A" and incorporated herein by this reference (the "services" or
"work"). Consultant warrants that all services will be performed in a competent,
Professional and satisfactory manner in accordance with the standards prevalent in
the industry for such services.
1.2 Compliance with Law. All services rendered hereunder shall be provided
in accordance with all ordinances, resolutions, statutes, rules, regulations and laws
of the City of La Quinta and any Federal, State or local governmental agency of
competent jurisdiction.
1.3 Licenses, Permits, Fees and Assessments. Except as otherwise specified
herein, Consultant shall obtain at its sole cost and expense such licenses, permits
and approvals as may be required by law for the performance of the services
required by this Agreement. Consultant shall have the sole obligation to pay for
any fees, assessments and taxes, plus applicable penalties and interest, which may
be imposed by law and arise from or are necessary for the performance of the
services required by this Agreement.
1.4 Familiarity with Work. By executing this Agreement, Consultant
warrants that (a) it has thoroughly investigated and considered the work to be
performed, (b) it has investigated the site of the work and fully acquainted itself
with the conditions there existing, (c) it has carefully considered how the work
should be performed, and (d) it fully understands the facilities, difficulties and
restrictions attending performance of the work under this Agreement. Should
Consultant discover any latent or unknown conditions materially differing from
those inherent in the work or as represented by City, Consultant shall immediately
inform City of such fact and shall not proceed except at Consultant's risk until
written instructions are received from the Contract Officer (as defined in Section
4.2 hereof).
Last revised 7-3-12
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 m ixd 7-3-12 2
Compensation") in a total amount not to exceed Eleven Thousand Four Hundred
and Seventy Two Dollars ($11,472.00) (the "Contract Sum"), except as provided
in Section 1.6. The method of compensation set forth in the Schedule of
Compensation may include a lump sum payment upon completion, payment in
accordance with the percentage of completion of the services, payment for time
and materials based upon Consultant's rate schedule, but not exceeding the
Contract Sum, or such other methods as may be specified in the Schedule of
Compensation. Compensation may include reimbursement for actual and necessary
expenditures for reproduction costs, transportation expense, telephone expense,
and similar costs and expenses when and if specified in the Schedule of
Compensation. Regardless of the method of compensation set forth in the
Schedule of Compensation, Consultant's overall compensation shall not exceed the
Contract Sum, except as provided in Section 1.6 of this Agreement, "Additional
Services."
2.2 Compensation for Additional Services. Additional services approved
in advance by the Contract Manager pursuant to Section 1.6 of this Agreement,
"Additional Services," shall be paid for in an amount agreed to in writing by both
City and Consultant in advance of the Additional Services being rendered by
Consultant. Any compensation for Additional Services amounting to five percent
(5%) or less of the Contract Sum may be approved by the Contract Officer. Any
greater amount of compensation for additional services must be approved by the La
Quinta City Council. Under no circumstances shall Consultant receive
compensation for any Additional Services unless prior written approval for the
Additional Services is obtained from the Contract Officer pursuant to Section 1.6 of
this Agreement.
2.3 Method of Billing. Any month in which Consultant wishes to
receive payment, Consultant shall submit to City no later than the tenth (loth)
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.
Last revised 7-3-12 3
3.2 Schedule of Performance. All services rendered pursuant to this
Agreement shall be performed diligently and within the time period established in
Exhibit C (the "Schedule of Performance"). Extensions to the time period specified
in the Schedule of Performance may be approved in writing by the Contract Officer.
3.3 Force Majeure. The time period specified in the Schedule of Performance
for performance of the services rendered pursuant to this Agreement shall be
extended because of any delays due to unforeseeable causes beyond the control
and without the fault or negligence of Consultant, including, but not restricted to,
acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine
restrictions, riots, strikes, freight embargoes, acts of any governmental agency
other than City, and unusually severe weather, if Consultant shall within ten (10)
days of the commencement of such delay notify the Contract Officer in writing of
the causes of the delay. The Contract Officer shall ascertain the facts and the
extent of delay, and extend the time for performing the services for the period of
the forced delay when and if in his or her judgment such delay is justified, and the
Contract Officer's determination shall be final and conclusive upon the parties to
this Agreement. Extensions to the Schedule of Performance which are determined
by the Contract Officer to be justified pursuant to this Section shall not entitle the
Consultant to additional compensation in excess of the Contract Sum.
3.4 Term. Unless earlier terminated in accordance with Sections 8.7 or 8.8
of this Agreement, the term of this agreement shall commence on May 1, 2013_
and terminate on April 30, 2014 (initial term). This agreement may be extended
upon mutual agreement by both parties (extended term).
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. Scott E. Ritchie, 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.
Last revised 7-3-12 4
The foregoing principals may not be changed by Consultant and no other
personnel may be assigned to perform the service required hereunder without the
express written approval of City.
4.2 Contract Officer. The Contract Officer shall be Timothy R. Jonasson,
Public Works Director/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, Commercial
General Liability 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
Last revised 7-3-12 5
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 Commercial General Liability policy only) shall be delivered to and approved
by City prior to commencement of the services hereunder.
The following policies shall be maintained and kept in full force and effect
providing insurance with minimum limits as indicated below and issued by insurers
with A.M. Best ratings of no less than A -:VI:
Commercial General Liability (at least as broad as ISO CG 0001)
$1,000,000 (per occurrence)
$2,000,000 (general aggregate)
Commercial Auto Liability (at least as broad as ISO CA 0001)
$1,000,000 (per accident)
Errors and Omissions Liability
$1,000,000 (per claim and aggregate)
Workers' Compensation
(per statutory requirements)
Consultant shall carry automobile liability insurance of $1,000,000 per
accident against all claims for injuries against persons or damages to property
arising out of the use of any automobile by Consultant, its officers, any person
directly or indirectly employed by Consultant, any subcontractor or agent, or
anyone for whose acts any of them may be liable, arising directly or indirectly out
of or related to Consultant's performance under this Agreement. If Consultant or
Consultant's employees will use personal autos in any way on this project,
Consultant shall provide evidence of personal auto liability coverage for each such
person. The term "automobile" includes, but is not limited to, a land motor vehicle,
trailer or semi -trailer designed for travel on public roads. The automobile insurance
policy shall contain a severability of interest clause providing that coverage shall be
primary for losses arising out of Consultant's performance hereunder and neither
City nor its insurers shall be required to contribute to such loss.
Professional Liability or Errors and Omissions Insurance as appropriate shall be
written on a policy form coverage specifically designed to protect against acts,
errors or omissions of the consultant and "Covered Professional Services" as
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
Last revised 7-3-12 6
provision establishing the insurer's duty to defend. The policy retroactive date shall
be on or before the effective date of this agreement.
Consultant shall carry Workers' Compensation Insurance in accordance with
State Worker's Compensation laws with employer's liability limits no less than
$1,000,000 per accident or disease.
All insurance required by this Section shall be kept in effect during the term of
this Agreement and shall not be cancelable without written notice to City of
proposed cancellation. The procuring of such insurance or the delivery of policies
or certificates evidencing the same shall not be construed as a limitation of
Consultant's obligation to indemnify City, its officers, employees, contractors,
subcontractors, or agents.
5.2 Remedies. In addition to any other remedies City may have if Consultant
fails to provide or maintain any insurance policies or policy endorsements to the
extent and within the time herein required, City may, at its sole option:
a. Obtain such insurance and deduct and retain the amount of the
premiums for such insurance from any sums due under this Agreement.
b. Order Consultant to stop work under this Agreement and/or
withhold any payment(s) which become due to Consultant hereunder until
Consultant demonstrates compliance with the requirements hereof.
C. Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to any other
remedies City may have. The above remedies are not the exclusive remedies for
Consultant's failure to maintain or secure appropriate policies or endorsements.
Nothing herein contained shall be construed as limiting in any way the extent to
which Consultant may be held responsible for payments of damages to persons or
property resulting from Consultant's or its subcontractors' performance of work
under this Agreement.
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.
Last revised 7-3-12 7
2. No liability insurance coverage provided to comply with this
Agreement shall prohibit Consultant, or Consultant's employees, or agents, from
waiving the right of subrogation prior to a loss. Consultant agrees to waive
subrogation rights against City regardless of the applicability of any insurance
proceeds, and to require all contractors and subcontractors to do likewise.
3. All insurance coverage and limits provided by Contractor and
available or applicable to this agreement are intended to apply to the full extent of
the policies. Nothing contained in this Agreement or any other agreement relating
to the City or its operations limits the application of such insurance coverage.
4. None of the coverages required herein will be in compliance with
these requirements if they include any limiting endorsement of any kind that has
not been first submitted to City and approved of in writing.
5. No liability policy shall contain any provision or definition that would
serve to eliminate so-called "third party action over" claims, including any exclusion
for bodily injury to an employee of the insured or of any contractor or
subcontractor.
6. All coverage types and limits required are subject to approval,
modification and additional requirements by the City, as the need arises.
Consultant shall not make any reductions in scope of coverage (e.g. elimination of
contractual liability or reduction of discovery period) that may affect City's
protection without City's prior written consent.
7. Proof of compliance with these insurance requirements, consisting
of certificates of insurance evidencing all of the coverages required and an
additional insured endorsement to Consultant's general liability policy, shall be
delivered to City at or prior to the execution of this Agreement. In the event such
proof of any insurance is not delivered as required, or in the event such insurance is
canceled at any time and no replacement coverage is provided, City has the right,
but not the duty, to obtain any insurance it deems necessary to protect its interests
under this or any other agreement and to pay the premium. Any premium so paid
by City shall be charged to and promptly paid by Consultant or deducted from
sums due Consultant, at City option.
8. 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.
Last revised 7-3-12 8
9. Consultant agrees to ensure that subcontractors, and any other
party involved with the project that is brought onto or involved in the project by
Consultant, provide the same minimum insurance coverage required of Consultant.
Consultant agrees to monitor and review all such coverage and assumes all
responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section. Consultant agrees that upon request, all agreements
with subcontractors and others engaged in the project will be submitted to City for
review.
10. Consultant agrees not to self -insure or to use any self -insured
retentions or deductibles on any portion of the insurance required herein (with the
exception of professional liability coverage, if required) and further agrees that it
will not allow any contractor, subcontractor, Architect, Engineer or other entity or
person in any way involved in the performance of work on the project
contemplated by this agreement to self -insure its obligations to City. If
Consultant's existing coverage includes a deductible or self -insured retention, the
deductible or self -insured retention must be declared to the City. At that time the
City shall review options with the Consultant, which may include reduction or
elimination of the deductible or self -insured retention, substitution of other
coverage, or other solutions.
11. The City reserves the right at any time during the term of the
contract to change the amounts and types of insurance required by giving the
Consultant ninety (90) days advance written notice of such change. If such
change results in substantial additional cost to the Consultant, the City will
negotiate additional compensation proportional to the increased benefit to City.
12. For purposes of applying insurance coverage only, this Agreement
will be deemed to have been executed immediately upon any party hereto taking
any steps that can be deemed to be in furtherance of or towards performance of
this Agreement.
13. Consultant acknowledges and agrees that any actual or alleged
failure on the part of City to inform Consultant of non-compliance with any
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.
Iasi revised 7-3-12 9
15. Consultant shall provide proof that policies of insurance required
herein expiring during the term of this Agreement have been renewed or replaced
with other policies providing at least the same coverage. Proof that such coverage
has been ordered shall be submitted prior to expiration. A coverage binder or letter
from Consultant's insurance agent to this effect is acceptable. A certificate of
insurance and/or additional insured endorsement as required in these specifications
applicable to the renewing or new coverage must be provided to City within five (5)
days of the expiration of coverages.
16. The provisions of any workers' compensation or similar act will not
limit the obligations of Consultant under this agreement. Consultant expressly
agrees not to use any statutory immunity defenses under such laws with respect to
City, its employees, officials and agents.
17. Requirements of specific coverage features or limits contained in
this section are not intended as limitations on coverage, limits or other
requirements nor as a waiver of any coverage normally provided by any given
policy. Specific reference to a given coverage feature is for purposes of
clarification only as it pertains to a given issue, and is not intended by any party or
insured to be limiting or all-inclusive.
18. These insurance requirements are intended to be separate and
distinct from any other provision in this agreement and are intended by the parties
here to be interpreted as such.
19. The requirements in this Section supersede all other sections and
provisions of this Agreement to the extent that any other section or provision
conflicts with or impairs the provisions of this Section.
20. Consultant agrees to be responsible for ensuring that no contract
used by any party involved in any way with the project reserves the right to charge
City or Consultant for the cost of additional insurance coverage required by this
agreement. Any such provisions are to be deleted with reference to City. It is not
the intent of City to reimburse any third party for the cost of complying with these
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.
Last revised 7-3-12 10
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.
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
Ian revised 7-3-12 11
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 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.
Utst raised 7-3-12 12
7.0 RECORDS AND REPORTS.
7.1 Reports. Consultant shall periodically prepare and submit to the Contract
Officer such reports concerning Consultant's performance of the services required
by this Agreement as the Contract Officer shall require.
7.2 Records. Consultant shall keep such books and records as shall be
necessary to perform the services required by this Agreement and enable the
Contract Officer to evaluate the cost and the performance of such services. Books
and records pertaining to costs shall be kept and prepared in accordance with
generally accepted accounting principals. The Contract Officer shall have full and
free access to such books and records at all reasonable times, including the right to
inspect, copy, audit, and make records and transcripts from such records.
7.3 Ownership of Documents. Originals of all drawings, specifications,
reports, records, documents and other materials, whether in hard copy or electronic
form, which are prepared by Consultant, its employees, subcontractors and agents
in the performance of this Agreement, shall be the property of City and shall be
delivered to City upon termination of this Agreement or upon the earlier request of
the Contract Officer, and Consultant shall have no claim for further employment or
additional compensation as a result of the exercise by City of its full rights of
ownership of the documents and materials hereunder. Consultant shall cause all
subcontractors to assign to City any documents or materials prepared by them, and
in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages suffered thereby.
In the event City or any person, firm or corporation authorized by City reuses
said documents and materials without written verification or adaptation by
Consultant for the specific purpose intended and causes to be made or makes any
changes or alterations in said documents and materials, City hereby releases,
discharges, and exonerates Consultant from liability resulting from said change.
The provisions of this clause shall survive the completion of this Contract and shall
thereafter remain in full force and effect.
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 taw or as authorized by City.
Last revised 7-3-12 13
8.0 ENFORCEMENT OF AGREEMENT.
8.1 California Law. This Agreement shall be construed and interpreted both
as to validity and to performance of the parties in accordance with the laws of the
State of California. Legal actions concerning any dispute, claim or matter arising
out of or in relation to this Agreement shall be instituted in the Superior Court of
the County of Riverside, State of California, or any other appropriate court in such
county, and Consultant covenants and agrees to submit to the personal jurisdiction
of such court in the event of such action.
8.2 Disputes. In the event of any dispute arising under this Agreement, the
injured party shall notify the injuring party in writing of its contentions by
submitting a claim therefore. The injured party shall continue performing its
obligations hereunder so long as the injuring party commences to cure such default
within ten (10) days of service of such notice and completes the cure of such
default within forty-five (45) days after service of the notice, or such longer period
as may be permitted by the Contract Officer; provided that if the default is an
immediate danger to the health, safety and general welfare, City may take such
immediate action as City deems warranted. Compliance with the provisions of this
section shall be a condition precedent to termination of this Agreement for cause
and to any legal action, and such compliance shall not be a waiver of any party's
right to take legal action in the event that the dispute is not cured, provided that
nothing herein shall limit City's right to terminate this Agreement without cause
pursuant to Section 8.7.
8.3 Retention of Funds. City may withhold from any monies payable to
Consultant sufficient funds to compensate City for any losses, costs, liabilities, or
damages it reasonably believes were suffered by City due to the default of
Consultant in the performance of the services required by this Agreement.
8.4 Waiver. No delay or omission in the exercise of any right or remedy of a
non defaulting party on any default shall impair such right or remedy or be
construed as a waiver. City's consent or approval of any act by Consultant
requiring City's consent or approval shall not be deemed to waive or render
unnecessary City's consent to or approval of any subsequent act of Consultant.
Any waiver by either party of any default must be in writing and shall not be a
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
Las[ revised 7-3-12 14
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 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.
Last revised 7-3-12 15
9.2 Conflict of Interest. No officer or employee of City shall have any
personal interest, direct or indirect, in this Agreement nor shall any such officer or
employee participate in any decision relating to the Agreement which affects his or
her personal interest or the interest of any corporation, partnership or association in
which she or he is, directly or indirectly, interested, in violation of any State statute
or regulation. Consultant warrants that it has not, paid or given and will not pay or
give any third party any money or general consideration for obtaining this
Agreement.
9.3 Covenant against Discrimination. Consultant covenants that, by and for
itself, its heirs, executors, assigns, and all persons claiming under or through them,
that there shall be no discrimination against or segregation of, any person or group
of persons on account of race, color, creed, religion, sex, marital status, national
origin or ancestry in the performance of this Agreement. Consultant shall take
affirmative action to insure that applicants are employed and that employees are
treated during employment without regard to their race, color, creed, religion, sex,
marital status, national origin or ancestry.
10.0 MISCELLANEOUS PROVISIONS
10.1 Notice. Any notice, demand, request, consent, approval, communication
either party desires or is required to give the other party or any other person shall
be in writing and either served personally or sent by prepaid, first-class mail to the
address set forth below. Either party may change its address by notifying the other
party of the change of address in writing. Notice shall be deemed communicated
forty-eight (48) hours from the time of mailing if mailed as provided in this section.
To City:
CITY OF LA QUINTA
Attention: Frank Spevacek,
City Manager
78-495 Calle Tampico
La Quinta, California 92253
To Consultant:
Scott E. Ritchie, P.E.
President
Roundabouts & Traffic Engineers
20 Crimson Vista Lane
Sedona, AZ 83651
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 Severabilitv. 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
Last revmd 7-3-12 16
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
Da
ATTEST:
Susan Maysels, City &erk
APPROVED AS TO FORM:
City Attorney
Last mvisW 7-3-12 17
CONSULTANT: Roundabouts & Traffic Engineering
By:
Name:
Title:
Date:
Last revixd 7-3-12 18
Exhibit A
Scope of Services
Last revised 7-3-12 19
t`
Roundaboufs $ Traffic Engineering
March 11, 2013
Nazir Lalani, PE
Project Manager
C.O.: City of La Quinta
P.O. Box 1504
La Quinta, CA 92247
Phone: (805) 701-2021
Dear Mr. Lalani:
ROUNDABOUTS & TRAFFIC ENGINEERING
ARIZONA MAIN OFFICE
20 CRIMSON VISTA LN
SEDONA, AZ 86351
(928) 2840366
CALIFORNIA FIELD OFFICE
1 1 161 TRAILS END
TRUCKEE, CA 96161
WWW.ROUNDABOUTS.US
RE: La Quinta 52nd Ave/Jefferson St Alternatives & CC Presentation
Thank you for requesting services from Roundabouts & Traffic Engineering (RTE).
With this letter, RTE has prepared a proposal to perform analyses and provide
suggestions to remedy the roundabout for the intersection of 52nd Avenue / Jefferson
Street in La Quinta, California. We have discussed the City's requests and requirements
for this initial scope of work. As discussed, RTE will provide a memorandum report
summarizing the capacity analyses, current roundabout deficiencies, and potential
resolutions to fix the intersection for a final presentation for the City Council. A design
layout of the intersection is not included at this time wherein example solutions will be
provided. The capacity analyses will be based on the traffic volumes provided to RTE
from the City.
Consistent with similar analyses we have completed in the past, RTE proposes the
following tasks as outlined below and in the attached spreadsheet. Some of these tasks
require information to be completed or obtained from the City prior to being able to
conduct the analyses.
Task 1: Review Existing Conditions / Plans / Design Files: A review will be
performed of the most recent intersection plans and roadway alignment information as
provided to RTE from the City. RTE requests a base map (survey file of existing
conditions) from the City in an electronic file (AutoCAD 2004 format) for the existing
roundabout. RTE also requests the City identify any environmental constraints,
buildings, drainage structures, and right of way constraints in the electronic design file
ROUNDABOUTS & TRAFFIC ENGINEERING
20 CRIMSON VISTA LANE SEDONA, ARIZONA 83651 WWW.ROUNDABOUTS.US
52ND AVE/JEFFERSON ST PAGE 2
ALTERNATIVES & PRESENTATION
MARCH 1 1, 2013
or separate PDF for RTE's review of potential remedy alternatives in the following
tasks. The operations and flows of the roadways will be reviewed and discussed with
your staff for project understanding and operational issues. These operational issues
include crash history, public complaints, other near -incidents, potential delays, nearby
accesses, and the like. This information will be analyzed and used in the development
process of the study.
Task 2: Capacity Analyses & Lane Configuration: After obtaining all of the pertinent
information regarding the roadways, site, and traffic volumes, capacity analysis of the
intersection under the current layout will be conducted. The capacity analyses for the
roundabout will be conducted by RTE using the roundabout design software tool called
RODEL. The RODEL calculations will provide the miry lane geometry and capacity
requirements for the roundabouts based on the design volumes. It is then the
responsibility of the roundabout specialist to determine the required circulating and
exit lane requirements for the roundabout.
It is assumed AM and PM traffic volumes will need to be analyzed at both the standard
and peak percentile confidence levels for a total of four RODEL model
runs/calculations. This will verify how the roundabout will operate under both peak
hour traffic conditions during typical design and critical design operations. The
calculations and results of the capacity analyses completed for the roundabout will be
reviewed and summarized. The final results of these analyses will produce the final
lane configuration requirements for the intersection with respect to capacity.
Task 3: Deficiencies of Current Roundabout: With the now determined capacity
requirements and required lane configuration of the roundabout, the existing layout
will be evaluated to identify current deficiencies with respect to capacity and safety.
Although specific design features will not be calculated, general design features will be
identified to demonstrate critical operational deficiencies. The deficiencies will be
discussed in the report in order to clearly identify why this roundabout is experiencing
both capacity and safety operation issues.
Task 4: Alternatives to Remedy Roundabout: With any known constraints
documented from the City, such as ROW constraints or areas that cannot be encroached
based on the preliminary ROW needs, RTE will identify and discuss possible
recommended alternatives to retrofit the roundabout. However, site -specific design
solutions or illustrations are not included for this intersection in this scope at this time.
In addition, RTE will discuss other suggested "fixes' which are not recommended to
implement. This will allow the City to make an educated decision on the best method
to proceed for future retrofit.
ROUNDABOUTS & TRAFFIC ENGINEERING
20 CRIMSON VISTA LANE SEDONA, ARIZONA 83651 WWWAOUNDABOUTS.US
52HD AVE/JEFFERSON ST PAGE 3
ALTERNATIVES & PRESENTATION
MARCH 11,2013
Task 5: Summary Report: A summary memorandum will be developed based on the
acquired results in the preceding tasks. The existing design file will be utilized for both
analyses / solutions and the development of useful illustrations of the deficiencies. It is
anticipated that one draft of the summary report will be submitted in an electronic PDF
format. After review, RTE will make minor text edits where requested for a final draft
of the memorandum. This scope does not include conceptual roundabout redesign. If
additional work is requested, these tasks will be completed on a per task basis in
addition to this scope and fee.
Task 6: Coordination: This task entails coordination with the City's selected
representative(s) in potential conference call arrangements to discuss and present the
project information. It is anticipated roughly three formal conference call meetings and
various other project detail calls will be required with your staff and the City.
Task 7: In -Person Presentation to CC: The City has requested the development of a
presentation and attendance to one City Council meeting of the results of this study at a
City Council meeting (included herein this task). The meeting and presentation will
require meeting attendance, presentation material development, travel, lodging, and
attendance time. Any additional in -person meetings, presentations, or travel time
requested can be added as an addendum to this scope. The presentation will
summarize the results of the study. It is assumed current 2013 federal travel rates
apply, one day of presentation development and preparation, and two days of traveling
and presenting will be required for this in -person meeting.
OTHER COMMENTS
Any changes to the provided design volumes, roadway alignments, ROW
requirements, or constraints may require additional time and fees. Changes to the
preliminary horizontal roundabout design exhibit without authorization of RTE are
strictly prohibited unless authorized in writing by Scott Ritchie. This requirement is set
herein for operational and public safety measures, capacity requirements, and use of
RTE's product. RTE will not endorse any roundabout design or feasibility study that
has been modified to create unsafe speeds, operational deficiencies, safety issues, or
misrepresent modern roundabouts.
ROUNDABOUTS &TRAFFIC ENGINEERING
20 CRIMSON VISTA LANE SEDONA, ARIZONA 83651 WWW.ROUNDABOUTS.US
52"D AVE/JEFFERSON ST PAGE 4
ALTERNATIVES & PRESENTATION
COST & SCHEDULE
MARCH 11,2013
The estimated costs for these analyses, feasibility report, and conceptual roundabout
design exhibit (all in electronic format) have been broken down per task in the attached
Table A. It is anticipated that the time and associated costs for the analyses and report
will require a total of $6,480 in professional fees. The presentation development and
attendance will require an additional $4,320 plus $672 in reimburables. The total project
cost is therefore, $11,472 in professional fees and other expenses to successfully
complete. The tasks will be performed on a percent complete basis based on a standard
hourly rate of $180.00 per hour plus reimbursables for all roundabout services. RTE
will make every effort to comply with the scheduling needs of the project as the process
develops. We will be able to commence analyses and design on this project within one
week of receipt of all requested information. Authorization and a notice to proceed can
be accepted by RTE by signing and returning a standard consultant agreement with this
scope of work referenced. We would be happy to discuss any changes to the scope or
contractual arrangements that you feel would be proper. Thank you for the
opportunity to make this proposal. We look forward to working with the City of La
Quinta again.
Respectfully Submitted,
Roundabouts & Traffic Engineering,
coCS tt E. Ritchie, P.E., President
Attachments: Table A, Cost Estimate
ROUNDABOUTS & TRAFFIC ENGINEERING
20 CRIMSON VISTA LANE SEDONA, ARIZONA 83651 WWW.ROUNDABOUTS.US
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 Eleven Thousand Four Hundred and Seventy
Two Dollars 011,472.00) ("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 7-3-12 20
52ND AVE/JEFFERSON ST PAGE 5
ALTERNATIVES & PRESENTATION
MARCH11,2013
TABLEA: RTECOSTANALYSIS
Analyses, Altematives, & Presentation TOTAL
TOTAL
82nd Avenue /Jefferson Street Rounds La Qulnta, CA HOURS
COSTS
Task 1 Review of Existing Conditions / Plans / Design Files
3
$540
Task 2 Capacity Analyses & Lane Configuration
8
$1.440
Task 3 Deficiencies of Current Roundabout
8
$1.440
Task 4 Alternatives to Remedy Roundabout
4
$720
Task 5 Summary Report
10
$1.800
Task 6 Coordination
3
$540
Project Memorandum Report (Deliverable) SUBTOTAL
36
$6480
Task 7 Presentation Development and Attendance at CC Meeting
24
$4,320
Decision Point For Retrofit TOTAL
60
$10,800
REIMBURSEABLES
Travel & Lodging
$672
Copy / Phone / Delivery Cost
$0
Subtotal: Other Expenses
$672
TOTAL PROJECT COST
$11,472
Note 1: Al Work Is Performed and Billed on a Percent Complete Basis.
Note 2: Any Additional Work Will Be Billed Under an Amendment as Approved By Client in Writing.
Note 3: Any Requested Changes to the Provided Work Will Require Additional Time and Costs Source: RTE
ROUNDABOUTS & TRAFFIC ENGINEERING
20 CRIMSON VISTA LANE SEDONA, ARIZONA 83651 WWW.ROUNDABOUTS.US
Exhibit C
Schedule of Performance
Consultant shall complete all services identified in the Scope of Services,
Exhibit "A" of this Agreement in accordance with paragraph 3.4 of this agreement.
Last revised 7-3-12 21
Exhibit D
Special Requirements
None
Last revised 7-3-12 22
7 .
K;- U�-'rV WOUND-2 OP ID: KS
CERTIFICATE OF LIABILITY INSURANCE
E (MI1UDOYYYT)
°"'041161 oa1611s3
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 I
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. N SUBROGATION IS WANED, subject to
the terns and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not corder rights to the
certificate holder in lieu of such end s .
PRODUCER Phone: 650-592-7333
Professional Ins. Assoc., Inc. Fax: 6505844936
1100 Industrial Road s3
San Carlos, CA 94070 -
Kevin C Murphy
CUM"',
PXONE FAA No
MEW:
INSURE s AFroRDING COVERAGE
WUC4
INSURER A:Sequoia Ins.
22985
INSURED Roundabouts & Traffic
EngI Bering (RTE)
20 Crimson Vista Lane
Sedona, AZ 86351
- -
INSURER a, Hartford Ins Cc - Midwest
37478
,NauRFne:AtlaMic Specialty Ins Co
INSURER D:
INSURER E:
INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
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.
N R
km
TYPE OF INSURANCE
IMSR
POLICY NUMBER
IMMIDONYM
(MMIDofyyyylUNITS
GENERAL UA&UlY
EACH OCCURRENCE
f 1,000
PREMISES Maomanlw
f 300,000
A
X COMMERCIAL GENERA. LIABILITY
CLAIMS -MADE Q OCCUR
X
SBP215737-4
12117112
12117113
MED EXP (Any ens parer)
-f 10,0001
PERSONAL B ADV INJURY
f Include
GENERAL AGGREGATE
f 2,000,00(
GENL AGGREGATE
LIMIT APPLIES PER:
PRODUCTS -COMP/OP ADD
f 2,000,
X POLICY
JECT PRO- LOC
fit Paper
f 25,00(
AUTOMOBILE
LIABILITY
O(Ea B SINGLE LIMB
11000100
X
BODILY INJURY(Par pram)
f -
A
ANY AUTO
P215737-4
12H7A2
12117M3
ALL OWNED SCHEDULED
AUTOS AUTOS
BODILY INJURY (Pr axidrd)
f '
X
HIRED AUTOS X NON -DINED
HIRED AUTOS N AUTOS
PRMERTYMWW
Pr eoddelf
S
f
UMBRELLA LULB
OCCUR
EACH OCCURRENCE
f
AGGREGATE
f
EXCESS LMS
CWMS-MADE
DED I I RETENTION$
A
B
WORKERS COMPENSAW"
ANDEMPLOYERSLIABILITY YIN.
ANY PROPRIETORIPARTNERIEXECUTIVE
OFFICERMEMBER EXCLUDED? FYI
(Yyyappmta nry In NH)
NIA
57WECD16199
07120112
07120M3
X YAC STATLL OTH-
E.LEACH ACCIDENT
S 1101110100(
E.L. DISEASE - EA EMPLOYE
f 1,000,00
DESCRIPTION OF OPERATIONS below
E.L. DISEASE - POLICY LIMIT
f 1,000,000
C JErrors
S Omissions
OPL-1842.12
10/14/12
10114M3
Prof Llab 2,000,000
A
aluable Papers
SOP215737
12/17112
12(17H3
Val Paper 25.000
DESCRIPTION OF OPERATIONS/ LOCATIONS UVEHICLESYW"hACORDICI.AddMmWRsmYb SetoduKdn spanbrogLd )
The City of LaQuinta, its officials, employees 6 agents are, named as
additional insured as respects to General Liability per form SEQ61 70.
Waiver of subrogation applies as respects to General Liability.
Job: Wastvard KO/Roadrunner
City of LaQuirda
78-495 Calls Tampico
LaQuinta, CA 92253
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
® 1988-2010
ACORD 25 42010105) The ACORD name and logo are registered marks of ACORD
Declaration Number: 001
Effective Date: 12/17/2012
Page 87
Policy Number: SBP215737-4
ROUNDABOURTS & TRAFFIC
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF SUBROGATION
This endorsement modl0es Insurance provided under the following:
COVERAGE FORM
We waive any right of recovery we may have against:
1. Any person or organization shown in the Declarations; or
2. Any person or organization with whom you have a contract that requires that our right of subrogation be
waived.
SEQ 1215 (01-04) Sequoia Insurance Company Page 1 of 1
Declaration Number: 001
Effective Date: 12/17/2012
Page 90
Policy Number: SBP215737.4
ROUNDABOURTS & TRAFFIC
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED -
BY WRITTEN CONTRACT OR AGREEMENT
This endorsement modifies insurance provided under the following:
BUSINESSOWNERS COVERAGE FORM
The following is added to paragraph C. Who Is an Insured in Section II — Liability:
4. Who Is an Insured Is amended to Include as an additional Insured, any person or organization In a doss
described below, with whom you have agreed In writing in a contract or agreement that such person or
organization is to be added as an additional Insured on your policy. The inclusion as an additional Insured is
subject to the conditions shown In the descriptions of the applicable Additional Insured class. This Insurance
Is Excess and Non-contributing with respects to any other insurance available to the Additional Insured,
except that, If required to be primary or to be primary and contributing by a written contract or agreement, the
Insurance provided under this endorsement shall be primary and contributing. As respects all the foregoing,
the contract or agreement must:
a. Have been executed and be in effect prior to the 'bodily Injury', 'properly damage', or'personal Injury
. and advertising injury" to which this coverage applies; and
b. Be in effect at the time of the 'bodily Injuy, 'property damage', or'personal Injury and advertising injury'
to which this coverage applies, occurred. The Additional Insured classes are:
(1) Manager or Lessor of Premises
A person or organization who is a manager or lessor of premises leased to you, but only with respect
to liability arlskg out of the ownership, maintenance or use of that part of the premises leased to you
and subject to the following additional exclusions:
This Insurance does not apply to:
(a) Any "occurrence" which takes place after you cease to be a tenant in that premises; or
(b) Structural alterations, new construction or demolition operations performed by or on behalf of the
additional Insured.
(2) Lessor of Leased Equipment
A person or organization who leases equipment to you, but only with respect to liability for "bodily.
Injury", "property, damage" or "personal and advertising injury" caused, in whole or in part, by your
mai ntenence,operation or use of the equipment leased to you by such person or organization. With
respect to the Insurance afforded to this class of additional Insureds, this Insurance does not apply to
any "occurrence" which takes place after the equipment lease expires.
(3) Lessor of Land
A person or organization who leases land to you, but only with respect to liability arising out of the
ownership, maintenance or use of that part of the land leased to you, and subject to the following
additional exclusions:
This Insurance does not apply to:
(a) Any "occurrence" which takes place after you cease to lease that land;
(b) Structural alterations, new construction or demolition operations performed by or on behalf of the
additional Insured.
(4) Mortgages, Assignee, or Receiver
A person or organization who holds the mortgage to premises you own, or their Assignee or
Receiver, but only with respect to their tiabtifty as mortgagee, assignee, or receiver and arising out of
the ownership, maintenance, or use of the premises by you. This insurance does not, apply to
structural alterations, new construction and demolition operations performed by or for the additional
insured.
SEQ 6170 (03-07) 0 Sequoia Insurance Company, 2007 Page 1 of 3
Declaration Date:
Number:/17/2012 Policy Number: SBP215737.4
Effective Date:
Page 91 ROUNDABOURTS & TRAFFIC
(6) Vendor
A person or organization who distributes or sells yyour products', but only with rasped to "bodily
Injury' or "property damage" arising out of your products" which are distributed or sold In the regular
course of the vendor's business, subject to the following additional exclusions:
(a) The Insurance afforded the vendor does not apply to:
I "Bodily Injury" or "properly, damage" for which the vendor Is obligated to pay damages by
reason of the assumption of liability In a contract or agreement. This exclusion does not
apply to liability for damages that the vendor would have in the absence of the contract or
agreement;
If Any express warranty unauthorized by you;
III Any physical or chemical change in the product made intentionally by the vendor;
Iv Re -packaging, except when unpacked solely for the purpose of Inspection, demonstration,
testing, or the substitution of parts under Instructions from the manufacturer, and then
repgckaged In the original container;
v Any failure to make such inspections, adjustments, tests or servicing as the vendor has
agreed to make or normally undertakes to make In the usual course of business, In
connection with the distribution or sale of the products;
vi Demonstration. Installation, servicing or repair operations, except such operations performed
at the vendors premises In connection with the sale of the product;
vil Products which, after distribution or sale by you, have been labeled or relabeled or used as a
container, part or Ingredient of any other thing or substance by or for the vendor; or
vial "Bodily Injury" or "property damage" arising out of the sole negligence of the vendor for its
own ads or omissions or those of its employees or anyone else acting on its behalf.
However, this exclusion does not apply to:
(1) The exceptions contained In Subparagraphs d. or L; or
(11) Such Inspections, adjustments, tests or servicing as the vendor has agreed to make or
normally undertakes to make In the usual course of business, in connection with the
distribution or sale of the products.
(b) This insurance does not apply to arty Insured person or. organization, from whom you have
acquired such products, or any ingredient, part or container, entering Into, accompanying or
containing such products.
(c) This Insurance does not apply to any product which has been excluded from coverage by
endorsement, under this policy.
(6) State or Political Subdivision
A state or political subdivision from which you have obtained a permit, subject to the following
provisions:
(a) This insurance applies only with respect to operations performed by you or on your behalf for
which the state or political subdivision has Issued a permit.
(b) This Insurance does not apply to:
(1) "Bodily Injury," "property damage" or "personal and advertising Injury" arising out of
operations performed for the state or munidpailly,'or
(10 "Bodily Injury" or "properly damage" included within the "products -completed operations
hazard".
(7) Co -Owner of Insured Premises
A person or organization who has an ownership Interest in your premises, but only with respect to his,
her or their liability as a co-owner of the premises.
(8) Controlling Interest
A person or organization with a controlling financial Interest in your business, but only with respect to
their liability arising out of:
(a) Their financial control of you; or
SEQ 6170 (03-07) 0 Sequoia Insurance Company, 2007 Page 2 of 3
Declaration Number: 001 Policy Number: SBP215737-4
Effective Date: ROUNDABOURTS & TRAFFIC
Page 92
(b) Premises it" own, maintain or control while you lease or occupy these premises.
This Insurance does not apply to structural alterations, new construction and demolition operations
performed by or for the additional Insured.
(9) Concessionaire
A person or organization acting as a concessionaire, but only with respect to their liability as a
concessionaire trading under your name.
(10)Orantor of Franchise
A person or organization who grants a franchise to you, but only with respect to their liability as
grantor of a franchise to you.
SEQ 6170 (03.07) ®Sequola Insurance Company, 2007 Page 3 of 3