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AGREEMENT FOR DESIGN PROFESSIONAL SERVICES
BETWEEN
THE CITY OF CATHEDRAL CITY, CALIFORNIA
AND
MSA CONSULTING, INC.
This Agreement for Design Professional Services (“Agreement”) is entered into as of June 28 , 20 23 (“Effective Date”) by and between the Cit y of Cathedral City , a municipal corporation (“City”) and MSA Consulting, Inc. , a California Cor poration (“Design Professional”). City and Design Professional are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”
RECITALS
A. City has sought, by direct negotiation , the performance of the engineering services defined and described particularly in Section 2 of this Agreement.
B. Design Professional, following submission of a proposal for the performance of the services defined and described particularly in Section 2 of this Agreement, was selected by the City to perform those services.
C. Design Professional was selected by the City on the basis of Design Professional’s demonstrated competenc e and the professional qualifications necessary for the satisfactory performance of the services required.
D. Pursuant to the City of Cathedral City ’s Municipal Code, City has authority to enter into this Design Professional Services Agreement and the City Manager has authority to execute this Agreement.
E. The Parties desire to formalize the selection of Design Professional for performance of those services defined and described particularly in Section 2 of this Agreement and desire that the terms of that performance be as pa rticularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:
SECTION 1. TERM OF AGREEMENT.
Subject to the provisions of Section 19 "Termination of Agreement" of this Agreement, the Term of this Agreement is for two years commencing on the Effective Date.
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SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE. (a) Scope of Services . Design Professional agrees to perform the services set forth in Exhibit “A” “Scope of Services” (hereinafter, the “Services”) and made a part of this Agreement by this reference.
(b) Schedule of Performance. The Services shall be c ompleted pursuant to the schedule specified in Exhibit “A.” Should the Services not be completed pursuant to that schedule, the Design Professional shall be deemed to be in Default of this Agreement. The City, in its sole discretion, may choos e not to enforce the Default provisions of this Agreement and may instead allow Design Professional to continue performing the Services.
SECTION 3. ADDITIONAL SERVICES.
Design Professional shall not be compensated for any work rendered in connection with its performa nce of this Agreement that are in addition to or outside of the Services unless such additional services are authorized in advance and in writing in accordance with Section 25 “Administration and Implementation” or Section 27 “Amendment” of this Agreement. If and when such additional work is authorized, such additional work shall be deemed to be part of the Services.
SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay Design Professional the amount s specified in Exhibit “B” “Compensation” and made a part of this Agreement by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Six Hundred Eighty -Eight Thousand Dollars ($688,000), unless additional compensation is approved in writing in accordance with Section 25 “Administration and Implementation” or Section 27 “Amendment” of this Agreement.
(b) Each month Design Professional shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories: labor (by sub- category), travel, materials, equipment, supplies, and sub- Design Professional contracts. Sub- Design Professional charges shall be detailed by the foll owing categories: labor, travel, materials, equipment and supplies. If the compensation set forth in subsection (a) and Exhibit “B” include payment of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of task performed and the amount of time incurred for or allocated to that task. City shall independently review each invoice submitted by the Design Professional to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (c). In the event any c harges or expenses are disputed by City, - 3 -
the original invoice shall be returned by City to Design Professional for correction and resubmission.
(c) Except as to any charges for work performed or expenses incurred by Design Professional which are disputed by Ci ty, City will use its best efforts to cause Design Professional to be paid within forty -five (45) days of receipt of Design Professional’s correct and undisputed invoice.
(d) Payment to Design Professional for work performed pursuant to this Agreement shall not be dee med to waive any defects in work performed by Design Professional.
SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Design Professional’s work under this Agreement, either during performance or when completed. City shall rejec t or finally accept Design Professional’s work within sixty (60) days after submitted to City.
City shall reject work by a timely written explanation, otherwise Design Professional’s work shall be deemed to have been accepted. City’s acceptance s hall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Design Professional’s work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 15 “Indemnification” and Section 16 “Insurance.” SECTION 6. OWNERSHIP OF DOCUMENTS.
All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, dev eloped or discovered by Design Professional in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Design Prof essional. Upon completion, expiration or termination of this Agreement, Design Professional shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents.
If and to the extent that City utilizes for any purpose not related to this Agreement any maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents prepared, developed or discover ed by Design Professional in the course of providing the Services pursuant to this Agreement, Design Professional’s guarantees and warranties in Section 9 “Standard of Performance; Familiarity With Work ” of this Agreement shall not extend to such use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents.
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SECTION 7. DESIGN PROFESSIONAL'S BOOKS AND RECORDS.
(a) Design Professional shall maintain any and all documents and records demonstrating or relating to Design Professional’s performance of the Services.
Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures and disbursements charged to City pursuant to this Agreement.
Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Design Professional pursuant to this Agreement. Any and all such documents or records shall be maintained for three (3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures. (b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its d esignated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and reco rds shal l be made available at Design Professional’s address indicated for receipt of notices in this Agreement. (c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due t o dissolution or termination of Design Professional’s business, City may, by written request, require that custody of such documents or records be given to the City.
Access to such documents and records shall be granted to City, as well as to its successors-in-interest and authorized representatives.
SECTION 8. INDEPENDENT CONTRACTOR.
(a) Design Professional is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Design Professional shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City.
(b) The personnel performing the Services under this Agreement on behalf of Design Professional shall at all times be under Design Professional’s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, of ficials, employees or agents of City, shall have control over the conduct of Design Professional or any of Design Professional’s officers, employees, or agents except as set forth in this Agreement. Design Professional shall not at any time or in any mann er represent that Design Professional or any of Design Professional’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. - 5 -
(c) Neither Design Professional , nor any of Design Professional’s officers, employees or agents, s hall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Design Professional expressly waives any claim Design Professional may have to any such rights.
SECTION 9. STANDARD OF PERFORMANCE; FAMILIARITY WITH WORK. (a) Design Professional represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent and professional manner. Design Profes sional shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services. In meeting its obligations under this Agreement, Design Professional shall employ, at a minimum, generally accepted standards and practi ces utilized by persons engaged in providing services similar to the Services required of Design Professional under this Agreement, and shall use such skill, prudence, and diligence as other members of Design Professional’s profession commonly possess and exercise. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit “A” “Scope of Work” that shall also be applicable to Design Professionals work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general.
(b) Design Professional warrants that (1) it has thorou ghly investigated and considered the work to be performed, (2) it has investigated the issues, regarding the scope of services to be provided, (3) it has carefully considered how the work should be performed, and (4) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement.
SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES.
Design Professional shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Design Professional shall obtain any and all licenses, permits and authorizations necessary to perform the Services set forth in this Agreement. Neither Ci ty, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Design Professional to comply with this section.
SECTION 11. PREVAILING WAGE LAWS.
It is the understanding of City and Design Professional that California prevailing wage laws do not apply to this Agreement because the Agreement does not involve any of the following services subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder: Construction, alteration, demolition, installation, or repair work performed on public buildings, facilities, streets or sewers - 6 -
done under contract and paid for in whole or in part out of public funds. In this context, “construction" includes work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work.
SECTION 12. NONDISCRIMINATION.
Design Professional shall not discriminate, in any way, in the employment of persons to perfo rm the Services in violation of any federal or state law prohibiting discrimination in employment, including based on the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, of any person, except as provided under California Government Code section 12940.
SECTION 13. CONFLICTS OF INTEREST.
(a) Design Professional covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Design Professional’s performance of the Services. Design Prof essional further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Design Professional agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.
(b) City may determine that Design Professional must disclose its financial interests by completing and fil ing a Fair Political Practices Commission Form 700, Statement of Economic Interests. If such a determination is made, Design Professional shall file the subject Form 700 with the City Clerk ’s Office pursuant to the written instructions provided by the Office of the City Clerk within ten (10) days of the request. (c) City understands and acknowledges that Design Professional is, as of the date of execution of this Agreement, independently involved in the performance of non- related services for other gov ernmental agencies and private parties. Design Professional is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section.
(d) City understands and acknowledges that Design Professional will, perform non-related services for other governmental agencies and private parties following the completion of the Services under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section. - 7 -
SECTION 14. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. (a) All information gained or work product produced by Design Professional in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Design Professional. Design Professional shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law.
(b) Design Professional, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Design Professional gives C ity notice of such court order or subpoena.
(c) If Design Professional, or any officer, employee, agent or subcontractor of Design Professional, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Design Professional for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Design Professional’s conduct.
(d) Design Professional shall promptly notify City should Design Professional , its o fficers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admiss ions or other discovery request, court order or subpoena from any party r egarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Design Professional or be present at any deposition, hearing or similar proceeding. Design Professional agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Design Professional. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.
SECTION 15. INDEMNIFICATION.
(a) Indemnification by Design Professional . As provided under Civil Code Section 2782.8, Design Professional shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents (“Indemnified Part ies”) from and against any and all claims. actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, liabilities, damages, costs and expenses, including attorney’s fees and costs, (collectively "Claims") to the extent same arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Design Professional, its officers, agents, employees or sub- consultants (or any entity or individual that Design Professional shall b ear the legal liability thereof) in the performance of professional services under this Agreement. In the - 8 -
event Claims are found by the trier of fact to have been caused by the joint or concurrent negligence of the City , its contractors and other d esign professionals, and Design Professional, damages and expenses from both indemnity and duty to defend obligations shall be borne by each party in proportion to its negligence. Notwithstanding the foregoing, in the event one or more defendants are unable to pay its sh are of defense costs due to bankruptcy or dissolution of the business, Design Professional shall meet and confer with other parties regarding unpaid defense costs. The provisions of this section pertaining to Design Professional’s duty to defend s hall not apply if there is a project -specific general liability policy of insurance that insures all project participants for general liability exposure on a primary basis and also covers all design professionals involved with the project for their legal l iability arising out of their professional services on a primary basis.
(b) Indemnification from Subcontractors. Design Professional agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every sub-consultant, subcontractor or any other person or entity involved by, for, with or on behalf of Design Professional in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Design Professional fails to o btain such indemnity obligations from others as required here, Design Professional 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 Design Professional and shall survive the termination of this Agreement or this section.
(c) City's Negligence. The provisions of this section do not apply to Claims occurring as a result of City’s sole negligence. The provisions of this section shall not release City from liability arising from gross negligence or willful act s or omi ssions of City or any and all of its officials, employees and agents.
SECTION 16. INSURANCE.
Design Professional agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance policies set forth in Exhibit “C” “Insuranc e” and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Design Professional agrees to provide City with copies of required policies upon request.
SECTION 17. ASSIGNMENT.
The expertise and experience of Design Professional are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and entiti es who w ill fulfill the duties and obligations imposed upon Design Professional under this Agreement. In recognition of that interest, Design Professional shall not assign or transfer this Agreement or any portion of this Agreement or the - 9 -
performance of any of Design Professional’s duties or obligations under this Agreement without the prior written consent of the City. Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 19 “Termination of Agreement.” City acknowledges, however, that Design Professional, in the performance of its duties pursuant to this Agreement, may utilize subcontractors.
SECTION 18. CONTINUITY OF PERSONNEL.
Design Professional shall make every reasonable effort to maintain the stability and continuity of Design Professional’s staff and subcontractors, if any, assigned to perform the Services. Design Professional shall notify City of any changes in Design Professional’s staff and subcontractors, if any, assigned to perform the Services prior to and during any such performance.
SECTION 19. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time b y giving thirty (30) days written notice of termination to Design Professional. In the event such notice is given, Design Professional shall cease immediately all work in progress. (b) Design Professional may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City. (c) If either Design Professional or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Design Professional, or City may terminate this Agreement immediately upon written notice. (d) Upon termination of this Agreement by either Design Professional or City, all property belonging exclusively to City which is in Design Professional’s possession shall be returned to City. Design Professional shall furnish to City a final invoice for work performed and expenses incurred by Design Professional, prepared as set forth in Section 4 “Compensation and Method of Payment” of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 “Compensation and Method of Payment” of this Agreement.
SECTION 20. DEFAULT.
In the event that Design Professional is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Design Professional for any work performed after the date of default. Instead, the City may give notice to Design Professional of the default and the reasons for the default.
The notice shall include the timeframe in which Design Professional may cure t he default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Design Professional is in default, the City shall hold all invoices and shall, when the defaul t is - 10 -
cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Design Professional does not cure the default, the City may take nec essary steps to terminate this Agreement under Section 19 “Termination of Agreement .” Any failure on the part of the City to give notice of the Design Professional’s default shall not be deemed to result in a waiver of the City’s legal rights or any right s arising out of any provision of this Agreement.
SECTION 21. EXCUSABLE DELAYS.
Design Professional shall not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Design Professional. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes.
SECTION 22. COOPERATION BY CITY.
All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for c arrying out the Services shall be furnished to Design Professional in every reasonable way to facilitate, without undue delay, the Services to be performed under this Agreement.
SECTION 23. NOTICES.
All notices required or permitted to be given under this Agreement sh all be in writing and shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows:
To City: City of Cathedral City
Attn: City Manager
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
To Design Professional: __________________________
MSA Consulting Inc.
34200 Bob Hope Drive
Rancho Mirage, CA 92270
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mai led, three (3) days after deposit of the same in the custody of the United States Postal Service.
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SECTION 24. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Design Professional represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Design Professional to the performance of its obligations hereunder.
SECTION 25. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 27 “Amendment” and the City Manager’s contracting authority under the Cathedral City Municipal Code.
SECTION 26. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.
SECTION 27. AMENDMENT.
No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Design Professional and by the City. The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager’s contracting authority under the Cathedral City Municipal Code. All other amendments shall be approved by the City Council. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void.
SECTION 28. WAIVER.
Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant.
Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver o f any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Design Professional shall not constitute a waiver of any of the provisions of this Agreement.
SECTION 29. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Rivers ide, California. In the event - 12 -
of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.
SECTION 30. ATTORNEYS FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled.
SECTION 31. ENTIRE AGREEMENT.
This Agreement, including the attached Exhibits "A" through "C", is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or wr itten, or entered into between Design Professional and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid and binding.
SECTION 32. SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).
SECTION 33. CONFLICTING TERMS.
Except as otherwise stated herein, if the terms of this Agreement conflict with the terms of any Exhibit hereto, or with the terms of any document incorporated by reference into this Agreement, the terms of this Agreement shall control.
IN WITNESS WHEREOF , the Parties hereto have executed this Agreement on the date and year first-above written.
CITY OF CATHEDRAL CITY MSA CONSULTING INC.
__________________________ ___________________________
Charles P. McClendon By:________________________
City Manager Its:________________________
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ATTEST: ___________________________
By:________________________
Its:________________________
___________________________
Tracey R. Hermosillo, CMC
City Clerk
APPROVED AS TO FORM
___________________________
Eric S. Vail
City Attorney
NOTE: DESIGN PROFESSIONAL’S SIGNATURES SHALL BE DULY
NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY TH E BYLAWS, ARTICLES OF
INCORPORATION, OR OTHER RULES OR REGULATIONS
APPLICABLE TO DESIGN PROFESSIONAL’S BUSINESS ENTITY.
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE )
On ____________________, 2023 ,
before me, , Date Name And Title Of Officer (e.g. “Jane Doe, Notary Public”) personally appeared , Name of Signer(s) who proved to me on t he basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on th e instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though this section is optional, completing this information can deter alternation of the document or fraudulent reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT Signer's Name:
¨ Individual
¨ Corporate Officer
Title(s) Title or Type of Document
¨ Partner(s) ¨ Limited
¨ General
¨ Attorney-In-Fact Number Of Pages
¨ Trustee(s)
¨ Guardian/Conservator
¨ Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
Date Of Document
Signer(s) Other Than Named Above
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE )
On ____________________, 2023 ,
before me, , Date Name And Title Of Officer (e.g. “Jane Doe, Notary Public”) personally appeared , Name of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though this section is optional, completing this information can deter alternation of the document or frau dulent reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT Signer's Name:
¨ Individual
¨ Corporate Officer
Title(s) Title or Type of Document
¨ Partner(s) ¨ Limited
¨ General
¨ Attorney-In-Fact Number Of Pages
¨ Trustee(s)
¨ Guardian/Conservator
¨ Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
Date Of Document
Signer(s) Other Than Named Above
A-1
EXHIBIT "A"
SCOPE OF SERVICES
See attached Exhibit A, Item 1.
34200 Bob Hope Drive, Rancho Mirage, CA 92270 | 760.320.9811 | msaconsultinginc.com
Project: Date Palm Widening – Cathedral City, CA
Final Design Services
MSA Job #:
2189.001
MSA RFP #:
1540
Initiated for: Mr. John Corella
City of Cathedral City
Agreement Reference:
Agreement dated 02/12/2014
Date:
May 23, 2023
MSA Project Manager:
Michael Rowe, PE
The following change is proposed for the above referenced project and is a request to amend the previous contracted relationship between MSA Consulting, Inc. and the City. This Contract Amendment is to serve as an addendum to the existing contract established between the two parties. For hourly services, current hourly rates shall apply. A signed copy of a Professional Service Agreement, or a signed copy of this amendment, will serve to acknowledge approval of the terms contained herein:
1.1. Boundary and Strip Topo (Including 500’ E&W on Varner) Perform a boundary survey of the property to establish accurate property lines and provide aerial topographic mapping to create an accurate base map for design purposes. Tasks will include:
▪ Perform record map research and complete a boundary survey of the site. ▪ Set targets and tie in control for aerial photogrammetry. ▪ Fly, photograph and map the site for production of topographic mapping at 1”=40’ scale and produce a base map with 1 ft. contour intervals in digital format. ▪ Perform supplemental field survey of all existing visible surface utilities adjacent to and within the site.
▪ Review Preliminary Title Report and support documents and plot any existing easements and rights of way.
▪ Provide Base Plan, annotated with notes.
1.2. Utility Research
Research and map the relevant utilities a ffecting Date Palm Drive for use in identifying possible service connections and existing site design constraints. Tasks will include :
▪ Perform utility research.
▪ Prepare an existing utility base plan in AutoCAD format. ▪ Visit the site to field verify utilities.
1.3. Street Improvement Plans
Prepare Street Improvement Plan at a scale of 1”=40’ for approximately 3,500 linear feet along Date Palm Drive and approximately 500’ east and west from Date Palm on Varner Road.
Improvements include full street section (centerline to right -of-way) having medians and sidewalks, including proper transitions to existing pavement on Varner Road and Interstate 10 on/off ramps; process through the City for approval.
Final Design Services for Date Palm Widening Project – Cathedral City, CA (RFP 1540) / May 23, 2023 / 2
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1.4. Strom Drain Plans
Prepare Storm Drain Plans for appro ximately 800 LF of Regional facilities southwest of the intersection of Date Palm and Varner based on offsite hydrology calculations provided by others; process through the City and Riverside County Flood Control for approval.
1.5. Right of Way Exhibits and Grant Deeds
▪ Prepare legal description and exhibit to dedicate ultimate road rights of way for Date Palm Drive to the City. Once approved, City or Title company to record at the recorder’s office.
▪ Prepare and submit Right-of-Way Dedication application, legal descriptions, exhibits and site plan to dedicate a portion of Varner Road for public street purposes. Once approved, City or Title company to record at the recorder’s office. ▪ Includes preparation of grant deed, preliminary change of ownership and tax transfer affidavit, obtain owner’s notarized signature, to record at recorder’s office.
1.6. Landscape Architecture for Median Only
▪ Conceptual Landscape Plan: MSA will develop a conceptual landscape study illustrating proposed elements for the Date Palm Drive median only, and associated plant palettes for City review and approval. Upon receipt of final conceptual architecture, grading and site plan, MSA will then prepare a colored Conceptual Landscape Plan in accordance with agency requirements that depicts conceptual planting areas, materials and design images suitable for entitlement processing and approval:
▫ One (1) Conceptual Landscape Design Study presented in plan view with associated landscape character imagery.
▫ One (1) Conceptual Landscape Median design.
▫ One (1) Presentation to City for discussion and comment. ▫ One (1) Refined Conceptual Landscape Plan Incorporating City comments. ▫ One (1) Refined image board to convey landscape design and finish level of improvements.
▪ Prepare construction drawing level landscape plans, incorporating the approved preliminary landscape plan, to include the following:
▫ Hardscape Plan.
▫ Construction/Site Details.
▫ Planting Plan indicating all plant material in both com mon and botanical names, quantities, container sizes and water use requirements. ▫ Automatic Irrigation System Plan with equipment legend and water use calculations.
▫ Preliminary estimate of probable construction costs.
▫ Specifications and details.
▫ Soils Management Report including coordination with local laboratory who will obtain project site samples and provide formal report. ▫ Final estimate of probable construction costs.
Final Design Services for Date Palm Widening Project – Cathedral City, CA (RFP 1540) / May 23, 2023 / 3
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1.7. Final Cost Estimate
Create a final Engineering Estimate of Probable Costs, based on approved plans, or when requested by the City, for bonding purposes and map recordation.
1.8. Dust and Erosion Control Plan / Monitoring (One Year) ▪ Fugitive Dust Control Plan: Prepare Fugitive Dust Control Plan (PM -10 Plan) and process through the City for approval. Final approval by the City will be contingent on City identifying the contractor’s contact information and documentation of SCAQMD dust control training.
▪ Erosion Control Plan: Prepare Erosion Control Plan; process through the City f or approval.
▪ Weekly QSP Monitoring: The construction project is required to obtain permit coverage under the National Pollutant Discharge Elimination System (NPDES) General Permit for Storm Water Discharges Associated with Construction and Land Disturbance Activities, Order No. 2009 -0009-DWQ, as amended by Order No. 2010-0014-DWQ. The project’s permit registration documents are deemed public records and therefore electronically accessible by the City of Cathedral City regulatory agencies, and the residents.
The permit requires visual Inspections by a Qualified SWPPP Practitioner (QSP) or trained individual to take place for the duration of the construction process, which is anticipated to take approximately 12 months per City’s schedule: 1) on a weekly basis, 2) at least once each 24 -hour period during an extended storm event, and 3) within 48 hours after a qualifying rain event (producing 0.5 inches or more in precipitations). Information from the monitoring records is utilized to prepare the Annual Report, which must be completed and electronically submitted no later than September 1 of each year via SMARTS.
▫ Perform weekly QSP Monitoring with corresponding reports for an estimated 52 weeks during construction until turned over to City’s representative.
▪ Daily LAQMP Environmental Observer: The South Coast AQMD requires daily recordkeeping of dust control activities by an AQMD certified individual. MSA will record daily activities as well as form a portion of the team that provides 24 -hour availability to respond to complaints and calls relative to dust control. All areas of the property will be in one of five stabilized conditions at all times: Native, Pre - watering, Grading with truck watering, short term stabilization (polymer) or long - term stabilization (vegetation and polymer).
▫ Act as a LAQMP observer to perform daily site visits and prepare corresponding reports for an estimated 52 weeks.
▪ 2023-2024 NPDES Annual Report : Compile observations and monthly reports for the NPDES Annual Report, due no later than September 1, 2024 or at the time of project completion.
▪ Miscellaneous Monitoring Compliance Assistance: Provide miscellaneous assistance with non-compliance issues, Change of Information (COI), etc. This proposal provides an estimated allowance for budgeting purposes. All time expended for these services will be billed at our hourly rates.
Final Design Services for Date Palm Widening Project – Cathedral City, CA (RFP 1540) / May 23, 2023 / 4
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1.9. Meetings and Coordination
Provide Special City requests, such as project coordination, meeting attendance, research, plan processing and other tasks not included in scope. This amendment provides an initial estimated allowance in the cost impact section. Should a greater level of effort be required, additional time will be invoiced on a time and material basis per MSA’s current hourly rates.
1.10. Dry Utility Coordination
MSA will coordinate with the public utilities for a design to relocate necessary dry utility facilities for all street improvements relate d to the site. MSA will meet with the CIty or representative to review project design, phasing, construction timelines and additional needs.
Pre-submittal includes confirming strategy to relocate transmission facilities from Southern California Edison (SCE).
Utility submittals will be made after the site plan and phasing has been finalized. Coordination also includes working with the City to secure all required City authorizations, legal entity information, preparation of service applications an d other required documents for City signature to accompany submittals to the respective utility agencies.
▪ Electrical Coordination: SCE coordination assumes design only to relocate all transmission facilities related to street improvements. Upon availability of final improvement plans and City required documentation, coordinate with SCE. Tasks include:
▫ Submit to SCE for relocation design.
▫ Review SCE Preliminary Conduit Design, perform horizontal conflict study and coordinate with the City for approval before submitting to SCE for Final Design. ▫ Perform conflict study of SCE Final Design.
▫ Track all contracts, agreements and invoices.
▫ Coordinate SCE provided easements.
▪ Telephone Coordination : Relocate any and all Frontier Communications facilities related to street improvement plans. Tasks include:
▫ Determine if the relocations are needed.
▫ Upon availability of SCE conduit design, prepare submittal package to Frontier Communications and submit for on-site design, if needed. ▫ Coordinate service contract package submittal and process through Frontier Communications for approval.
▪ Cable Coordination : Determine if Spectrum CATV relocations are needed. Tasks include:
▫ Upon availability of SCE conduit design, submit package to Spectrum for relocation of existing cable services.
▫ Coordinate Spectrum Service Agreements, contracts, invoices and easement docs through Spectrum for approval.
Final Design Services for Date Palm Widening Project – Cathedral City, CA (RFP 1540) / May 23, 2023 / 5
34200 Bob Hope Drive, Rancho Mirage, CA 92270 | 760.320.9811 | msaconsultinginc.com ▪ Gas Company Coordination : Coordinate relocations of gas facilities with the Gas Company as needed. City to provide preferred location for each meter. Task includes:
▫ Upon availability of the SCE Conduit Design, make on-line Gas Submittal. ▫ Meet with Gas Company Local Planner to review site plan and City needs. ▫ Submit for Gas Company land-basing.
▫ Submit for on site design.
▫ Coordinate and track all Gas Company contracts, invoices, agreements and other documentation.
▫ Coordinate Meter Applications (City makes request for actual meter).
▪ Dry Utility Meetings, Miscellaneous, Coordination and Support: Provide assistance to attend meetings or provide construction support related services for City or their representative. Also includes conducting one (1) pre-construction dry-utility kick-off meeting with the utility companies, contractor and other required parties.
1.11. CEQA Addendum
▪ CEQA Addendum: Prepare an addendum to the approved CEQA Initial Study, prepared in October of 2014, to incorporate revisions to the project description and the associated changes in CEQA Resource impacts. The Initial Study Addendum will update the project description and amend the analysis to address project revisions including changes to project limits, based on reports and plans prepared by City’s consultants.
▪ CEQA Addendum Processing / Publication: Provide assistance to the City with the processing and publication of CEQA Addendum document and notices.
1.12. Regulatory Permit (404 and 1603)
Prepare the necessary exhibits and applications to acquire the required permit(s) within the State and/or Federal government to facilitate the work in their jurisdictional limits.
1.13. Signal Improvement Plans (By Others)
Prepare full intersection Signal Improvement Plans for the intersection of Date Palm Drive and Varner Road at their General Plan widths. These Plans will accompany the Street Improvement plans prepared above and processed through the City for approval.
1.14. Environmental Consultants (Biology and Cultural)
Subcontract with an approved biologist and cultural consultant to prepare the necessary review of the biological and historical impacts to the proposed improvement beyond t he limits at the intersection that have already been developed. Includes consultation with the local Tribal Council of impacts that may be affected with these improvements. This Scope assumes any necessary Geotech reporting will be provided by the City.
CITY RESPONSIBILITIES and ASSUMPTIONS
The following has been taken into consideration in the preparation of this amendment:
1. City to provide access to the site as needed.
2. City to provide copies of all available project documents adjacent to this alignment including Geotech, boundary, lotting and grading in AutoCAD, technical reports and CEQA documents, other as may be available.
Final Design Services for Date Palm Widening Project – Cathedral City, CA (RFP 1540) / May 23, 2023 / 6
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3. City to provide current Preliminary Title Report, Grant Deeds and Schedule B supporting documents.
4. City to provide timely directions on development decisions.
5. City to retain all necessary supporting consultants as necessary (e.g. Geotech, Lighting, etc.).
6. Prevailing wage rates are in effect.
7. City to coordinate and contract with special studies consultants.
8. Does not include costs of litigation in the event the project is approved but judicially challenged.
9. Utility plat fees to be billed to City as reimbursable expenses.
10. City to facilitate obtaining Owner’s Statement and User Questionnaire documentation .
11. MSA will visit the site five (5) days a week for the Environmental monitoring. NOTE: Cost to perform site visits on Fridays will be billed under the QSP Monitoring task. Schedule as follows:
a) Monday – Thursday: PM-10 Observations
b) Friday: PM-10 Observations and QSP Monitoring
EXCLUSIONS
Consulting services not specifically listed in the scope above are excluded from the amendment.
Additional services, if required, may be provided by MSA or other consultants under separate written proposal with additional fees as approved by the City. Examples of these include:
1. Agency/Impact fees
2. Architectural Plans
3. Landscape Architectural Plans outside of the median
4. Environmental Technical Reports (e.g. Geology, Traffic, etc.).
5. On-Site and/or Off-Site Hydrology Reports
6. Potholing or related services
7. Construction Staking
8. Geotechnical monitoring and testing services
9. Material testing
10. Archeological monitoring services
11. Tribal monitoring services
12. Phase 1 and/or Phase 2 Environmental Site Assessment
13. BOR related services
14. Project schedules, including preparation of Gantt charts for City use
15. Corner Record
16. Record of Survey
17. Monumentation
18. New CEQA document (Initial Study, Mitigated Negative Declaration, Environmental Impact Report, etc.)
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EXHIBIT "B"
COMPENSATION
See attached Exhibit B, Item 1.
CURRENT HOURLY BILLING RATES
April 1, 2023
CLASSIFICATION HOURLY RATES
Principal Engineering Services
Principal Engineer ...................................................................................................................................................................$250.00 Planning Services
Director of Planning .................................................................................................................................................................. 240.00 Planner / Designer ................................................................................................................................................................... 170.00 Planner / Project Manager ....................................................................................................................................................... 155.00 CADD Technician..................................................................................................................................................................... 140.00 Assistant Planner ..................................................................................................................................................................... 130.00 Environmental Services
Director of Environmental Services .......................................................................................................................................... 210.00 Environmental Planner / GIS Specialist .................................................................................................................................... 170.00 Environmental Planner ............................................................................................................................................................. 140.00 Assistant Environmental Planner ............................................................................................................................................. 130.00 Landscape Architecture Services
Studio Director – Landscape .................................................................................................................................................... 220.00 Senior Project Architect – Landscape ...................................................................................................................................... 190.00 Senior Project Manager – Landscape ...................................................................................................................................... 180.00 Senior Project Designer – Landscape ...................................................................................................................................... 175.00 Project Architect – Landscape ................................................................................................................................................. 165.00 Project Manager – Landscape ................................................................................................................................................. 170.00 Project Designer – Landscape ................................................................................................................................................. 155.00 Associate Project Manager – Landscape ................................................................................................................................. 150.00 Associate Project Designer – Landscape ................................................................................................................................. 145.00 CADD Designer – Landscape .................................................................................................................................................. 135.00 Administrative Assistant ........................................................................................................................................................... 110.00 Survey Services
Director of Surveying and Mapping .......................................................................................................................................... 220.00 Survey Manager ....................................................................................................................................................................... 200.00 Survey Project Manager ........................................................................................................................................................................... 200.00 Senior Surveyor ....................................................................................................................................................................... 185.00 Chief of Parties ....................................................................................................................................................................... 180.00 Survey Technician II ............................................................................................................................................................... 170.00 Survey Technician I ................................................................................................................................................................. 140.00 One-Man Survey Crew (Field) .................................................................................................................................................. 180.00 One-Man Survey Crew (Prevailing Wage) ................................................................................................................................ 200.00 Two-Man Survey Crew ............................................................................................................................................................. 285.00 Two-Man Survey Crew (Prevailing Wage) ................................................................................................................................ 315.00 Three-Man Survey Crew .......................................................................................................................................................... 365.00 Three-Man Survey Crew (Prevailing Wage) ............................................................................................................................. 400.00 Utility Services / Construction Administration
Utility Manager ......................................................................................................................................................................... 180.00 Utility Coordinator ................................................................................................................................................................... 165.00 CADD Technician..................................................................................................................................................................... 140.00 Engineering Services
Director of Design Services ...................................................................................................................................................... 240.00 Senior Project Manager ........................................................................................................................................................... 240.00 Project Manager ....................................................................................................................................................................... 210.00 Associate Project Manager ...................................................................................................................................................... 190.00 Senior Project Engineer ........................................................................................................................................................... 190.00 Project Engineer ...................................................................................................................................................................... 180.00 Senior Designer ....................................................................................................................................................................... 175.00 CADD Designer ....................................................................................................................................................................... 150.00 CADD Technician .................................................................................................................................................................... 140.00 Assistant Project Manager ....................................................................................................................................................... 115.00 Administrative Services
Administrative Assistant ........................................................................................................................................................... 110.00
The above rates include all labor, materials, and incidental expenses such as vehicle mileage, postage, toll calls, and survey materials. Not included are reproduction costs, title company charges, special mailing charges, application, filing or permit fees or survey monuments.
34200 Bob Hope Drive, Rancho Mirage, CA 92270 | 760.320.9811 | msaconsultinginc.com Final Design Services for Date Palm Widening Project – Cathedral City, CA (RFP 1540) / May 23, 2023 / 7
34200 Bob Hope Drive, Rancho Mirage, CA 92270 | 760.320.9811 | msaconsultinginc.com
Total Cost ............................ (includes hourly estimate; does not include reimbursables) $688,000
1.1. Boundary and Strip Topo (Including 500’ E&W on Varner)......................... $75,000
1.2. Utility Research ............................................................................................ $20,000
1.3. Street Improvement Plans ........................................................................... $90,000
1.4. Strom Drain Plans ........................................................................................ $30,000
1.5. Right of Way Exhibits and Grant Deeds ....................................................... $15,000
1.6. Landscape Architecture for Median Only .................................................... $60,000
1.7. Final Cost Estimate ......................................................................................... $8,000
1.8. Dust and Erosion Control Plan / Monitoring (One Year) ............................. $40,000
1.9. Meetings and Coordination ................................................. (hourly estimate) $25,000
1.10. Dry Utility Coordination ............................................................................... $30,000
1.11. CEQA Addendum ....................................................................................... $110,000
1.12. Regulatory Permit (404 and 1603) .............................................................. $50,000
1.13. Signal Improvement Plans (By Others) ........................................................ $75,000
1.14. Environmental Consultants (Biology and Cultural) ..................................... $60,000
Reimbursables ..................................................................................................... Billed at cost
Approved by: Acknowledgment by MSA Consulting, Inc.
Authorized Signature Signature
Typed/Printed Name Typed or Printed Name/Title
Typed/Printed Contracting Entity Date
Date
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EXHIBIT "C"
INSURANCE
A. Insurance Coverages. Service Provider shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property whic h ma y arise from or in connection with the performance of the Services by Service Provider, its agents, representatives or employees. Service Provider shall procure and maintain the following scope and limits of insurance:
Only the following “marked” requirements are applicable:
X Commercial General Liability (CGL): Insurance written on an occurrence basis to protect Service Provider and City against liability or claims of liability which may arise out of this Agreement in the amount of one million doll ars ($1,000,000) per occurrence and subject to an annual aggregate of two million dollars ($2,000,000).
Coverage shall be at least as broad as Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). There shall be no endorsement or modification of the CGL limiting the scope of coverage for either insured vs. additional insured claims or contractual liability. All defense costs shall be outside the limits of the policy.
X Vehicle Liability Insurance: Ve hicle liability insurance in an amount not less than $1,000,000 for injuries, including accidental death, to any one person, and subject to the same minimum for each person, in an amount not less than one million dollars ($1,000,000) for each accident, and property damage insurance in an amount of not less than one million dollars ($1,000,000). A combined single limit policy with aggregate limits in an amount of not less than $2,000,000 shall be considered equivalent to the said required minimum limits. C overage shall be at least as broad as Insurance Services Office form number CA 0001 covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the approval of the City.
X Workers’ Compensation Insurance: Workers’ Compensation insurance that includes a minimum of one million dollars ($1,000,000) of employers’ liability coverage.
Service Provider shall provide an endorsement that the insurer waives the right of subrogation against the City and it s re spective elected officials, officers, employees, agents and representatives. In the event a claim under the provisions of the California Workers’ Compensation Act is filed against City by a bona fide employee of Service Provider participating under this A greement, Service Provider is to defend and indemnify the City from such claim.
X Professional Liability Insurance: Professional liability insurance appropriate to the Service Provider’s profession in an amount not less than one million dollar s
C-2
$1,000,000 per occurrence. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to Services performed under this Agreement. The insurance must be maintained for at least three (3) consecutive years following the completion of Service Provider’s services or the termination of this Agreement. During this addit ional three (3) year period, Service Provider shall annually and upon request of the City submit written evidence of this continuous coverage.
B. Other Provisions . Insurance policies requir ed by this Agreement shall contain the following provisions:
1. All Coverages.
a. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail, return receipt requested, has been given to City.
b. Insurance is to be placed with insurers with a current A.M.
Best's rating of no less than A:VII.
2. Commercial General Liability and Automobile Liability Coverages.
a. City, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Service Provider performs; products and completed operations of Service Provider; premises owned, occupied or used by Service Provider; or automobiles owned, leased, hired or borrowed by Service Provider.
The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, or employees.
b. Service Provider’s insurance coverage shall be primary insurance with respect to City, and its respective elected and appointed, its officers, officials, employees and volunteers. Any insurance or self -insurance maintained by City, and its respective elected and appointed officers, officials, employees or volunteers, shall apply in excess of, and not contribute with, Service Provider’s insurance.
c. Service Provider’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
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d. Any failure to comply with the reporting or other provisions of the insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its respective elected and appointed officers, officials, employees or volunteers.
e. The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees or agents.
3. Workers' Compensation Coverage. Unless the City Manager otherwise agrees i n wr iting, the insurer shall agree to waive all rights of subrogation against City, and its respective elected and appointed officers, officials, employees and agents for losses arising from work performed by Service Provider.
C. Other Requirements. Service Provider agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City may require that Service Provider furnish City with copies of original endorsements effecting coverage required by this Exhibit “C”. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time.
1. Service Provider shall furnish certificates and endorsements from each sub-contractor identical to those Service Provider provides.
2. Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects City or i ts r espective elected or appointed officers, officials, employees and volunteers, or the Service Provider shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall not be construed to limit Service Provider’s liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement.