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2200 - RKA Consulting Group - Public Works and Professional Engineering Servicesenvy S E M f A- 0,.0020 �CDRPDRATED 1950 PROFESSIONAL SERVICES AGREEMENT GENERAL PUBLIC WORKS AND PROFESSIONAL ENGINEERING SERVICES (RKA CONSULTING GROUP) 1. PARTIES AND DATE. This Agreement is made and entered into this 1St Day of September, 2013 (Effective Date) by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ( "City ") and RKA Consulting Group with its principal place of business at 398 Lemon Creek Drive, Suite E, Walnut, CA 91789 ( "Consultant'). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing general public works and professional engineering services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such ongoing general public works and professional engineering services ( "Services ") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional general public works and professional engineering consulting services necessary for the Project RKA CONSULTING GROUP Page 2 of 11 ( "Services "). The Services and hourly rates are more particularly described in Exhibit A attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from Effective Date shown above to July 31, 2016, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable RKA CONSULTING GROUP Page 3 of 11 to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. . 3.2.5 City's Representative. The City hereby designates the Director of Public Works, or his or her designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant hereby designates Mr. Steve Loriso P.E., or his /her designee, to act as its representative for the performance of this Agreement ( "Consultant's Representative "). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his /her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub - consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of RKA CONSULTING GROUP Page 4 of 11 and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall maintain prior to the beginning of and for the entire duration of this Agreement an insurance coverage and policy as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement, as specified in the attached Consultant proposal (i.e., hourly rates, expenses, etc.), but not to exceed One Hundred Fifty Thousand Dollars ($150,000.00) per fiscal year. Such payments shall be made on an as- needed basis as directed by the City. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, RKA CONSULTING GROUP Page 5 of 11 within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ( "Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works' and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice RKA CONSULTING GROUP Page 6 of 11 to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: RKA Consulting Group 398 Lemon Creek Drive, Suite E Walnut, CA 91789 Attn: Steve Loriso, P.E. Tel: (909) 594 -9702 CITY: City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Director of Public Works Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents& Data; Licensing of Intellectual Property. This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual RKA CONSULTING GROUP Page 7 of 11 property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or other, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at RKA CONSULTING GROUP Page 8 of 11 Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. RKA CONSULTING GROUP Page 9 of 11 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. RKA CONSULTING GROUP Page 10 of 11 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next page] RKA CONSULTING GROUP Page 11 of 11 CITY OF ROSEMEAD 4911W e f /D4(6 Attest: RKA CONSULTING GROUP VIA Name: De(niuic. L' MIL-Akle) Title: p"�2c_siu�u� Gloria Molleda, City Clerk itefo Approved as to Form: [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] By: ` 2 "� A4;;� M Name: D�V1� G. 6rt, w,3aN Rachel Richman DD to City Attorney Title: EXHIBIT A SCOPE OF SERVICES/ HOURLY RATES A -1 Hourly Rate Schedule 2013 HOURLY RATE SCHEDULE* Project Principal /City Engineer $ 160.00 Project Manager $ 135.00 Project Engineer $ 110.00 CAD Technician $ 75.00 Engineering Technician $ 65.00 Public Works Inspector $ 80.00 Administrative /Clerical $ 55.00 • All charges for subcontracted services will be in the same amounts as actually invoiced to and paid by RKA Consulting Group, plus a I S% markup. • All charges for reimbursable expenses, such as reproductions, will be billed at direct cost, plus a I S% markup. * RKA recalibrates its billing rates for professional time each calendar year and reserves the right to raise the billing rate for one or more professional categories by no more than 3% once in twelve calendar months. On -Call Professional Engineering Services RKA*Ad CONSULTING GROUP EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. 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. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as.specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self - insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1 Million per occurrence. 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 :ii omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so- called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured MR 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. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self- insure or to use any self- insured retentions or deductibles on any portion of the insurance required herein 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 selfinsured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. M- 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non - compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and /or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17.The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all - inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this ME agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. AN ACORD CERTIFICATE OF LIABILITY INSURANCE DATE 2013 8/27/ 2013 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Dealey, Renton & Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P. 0. Box 10550 Santa Ana CA 92711 -0550 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. POLICY EXPIRATION LIMITS INSURERS AFFORDING COVERAGE INSURED INSURERA: Travelers ProDerty Casualty Co of Ameri RICA Consulting Group 398 Lemon Creek Drive, Suite E Walnut CA 91789 INSURER B: Travelers Indemnity Co. of Connecticut IN C: American Automobile Ins. Co. INSURER D: Travelers Casualty & Surety Co. America FIRE DAMAGE (My one Are) INSURER E: COVERAGES E POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. OTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL E TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POUCYNUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS $ GENERAL LIABILITY 6804848LO62 9/1/2013 9/1/2014 EACH OCCURRENCE $2,000,000 FIRE DAMAGE (My one Are) $1,000, 000 X COMMERCIAL GENERAL LIABILITY CLAIMS MADE KI OCCUR MED EXP (Any one person) $10,000 PERSONAL B ADV INJURY $2,000,000 X ontractual Liability GENERAL AGGREGATE $ GEN'LAGGREGATE LIMIT APPLIES PER: PRODUCTS- COMP /OP AGG $4,000,000 POLICY X PR0. LOC ECT A AUTOMOBILE LIABILITY ANY AUTO BA4903L96A 9/1/2013 9/1/2014 COMBINED SINGLE LIMIT (Ea acc dsm) $1,000,000 BODILY INJURY (Per parson) ALL OWNED AUTOS SCHEDULED AUTOS X BODILY INJURY (Peraccid.m) $ HIRED AUTOS NON-OWNED AUTOS X PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EAACCIDENT $ OTHERTHAN EA ACC $ ANY AUTO $ AUTO ONLY: AGG EXCESS LIABILITY EACH OCCURRENCE $ AGGREGATE $ OCCUR CLAIMS MADE S $ DEDUCTIBLE $ RETENTION S C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY WZP81012133 9/1/2013 9/1/2014 X 1 WCSLAMT3 OEH E.L EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 D OTHER Professional Liability 105673474 9/1/2013 9/1/2014 Per Claim $1,000,000 Annual Aggr. $2,000,000 Claims Made DESCRIPTION OF OPERATIONSILOCAHONSNEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT /SPECUU. PROVISIONS eneral Liability policy excludes claims arising out of the performance of professional services. Me City of Rosemead, its officials, employees and agents are Additional Insured as respects to General Liability coverage as required by written contract. Coverage afforded the Additional Insured is Primary and Non - Contributory as respects to General Liability coverage. City of Rosemead Attn: Steve loriso 398 Lemon Creek Drive Walnut CA 91789 HOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED EFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER ILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE ERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO Suite E O SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND PON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED 1&2:13 L J COMMERICAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN INSURED (Section II): Any person or organization that you agree in a "contract or agreement requiring insurance" to in- clude as an additional insured on this Coverage Part, but only with respect to liability for "bodily in- jury", "property damage" or "personal injury" caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing opera- tions; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "products- completed operations hazard ". Such person or organization does not qualify as an additional insured for "bodily injury", "property damage" or "personal injury" for which that per- son or organization has assumed liability in a con- tract or agreement. The insurance provided to such additional insured is limited as follows: d. This insurance does not apply on any basis to any person or organization for which cover- age as an additional insured specifically is added by another endorsement to this Cover- age Part. e. This insurance does not apply to the render- ing of or failure to render any "professional services ". f. The limits of insurance afforded to the addi- tional insured shall be the limits which you agreed in that "contract or agreement requir- ing insurance" to provide for that additional insured, or the limits shown in the Declara- tions for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF INSURANCE (Section III) for this Coverage Part. B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree in a "contract or agreement requiring insurance" that the insurance provided to an additional insured under this Cov- erage Part must apply on a primary basis, or a primary and non - contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such addi- tional insured as a named insured, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury' for which coverage is sought arises out of an offense committed; after you have entered into that "contract or agreement requiring insurance". But this insur- ance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured under any other insurance. C. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CON- DITIONS (Section IV): We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage° or "personal injury" arising out of "your work" performed by you, or on your behalf, under a "contract or agreement requiring insurance" with that person or organization. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insur- ance" with such person or organization entered into by you before, and in effect when, the "bodily CG D3 8109 07 ® 2007 The Travelers Companies, Inc. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permisslon. COMMERICAL GENERAL LIABILITY injury" or "property damage" occurs, or the "per- erage Part, provided that the "bodily injury" and sonal injury" offense is committed. "property damage" occurs, and the "personal in- D. The following definition is added to DEFINITIONS jury" is caused by an offense committed: (Section V): a. After you have entered into that contract or "Contract or agreement requiring insurance" agreement; means that part of any contract or agreement un- b. While that part of the contract or agreement is der which you are required to include a person or in effect; and organization as an additional insured on this Cov- c. Before the end of the policy period. Page 2 of 2 ® 2007 The Travelers Companies, Inc. CG D3 8109 07 Includes the copyrighted materiel of Insurance services Office, Inc., with its permission. s E M 6 4901 Aff? 'HOORPOmn, 1959 PROFESSIONAL SERVICES AGREEMENT FEDERAL SAFE ROUTES TO SCHOOL PROJECT - WALNUT GROVE AVENUE EHANCEMENTS- DESIGN ENGINEERING (RKA CONSULTING GROUP) 1. PARTIES AND DATE. This Agreement is made and entered into this C day of 20 (Effective Date) by and between the City of Rosemead, a municipal organizatidn organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ( "City') and RKA Consulting Group with its principal place of business at 398 Lemon Creek Drive, Suite E, Walnut, CA 91789 ( "Consultant'). City and Consultant are sometimes individually referred to herein as "Party" and collectively as 'Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing design engineering services to public clients, is licensed in the State of California and is familiarwith the plans of City. 2.2 Project. City desires to engage Consultant to render such design engineering servicesforthe Federal Safe Routes to School Project— Walnut Grove Avenue Enhancements ( "Project'), also referred to as "Services" as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional design engineering services RKA CONSULTING GROUP Page 2 of 10 necessary for the Project, herein referred to as "Services ". The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term: The term of this Agreement shall be from the Effective Date shown above to December 31, 2013 unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this agreement is necessary to complete the Services 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor: The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required bylaw. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services: Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements: All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel: Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the RKA CONSULTING GROUP Page 3 of 10 Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. 3.2.5 City's Representative: The City hereby designates the Associate Engineer, or his or her designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative: Consultant will designate a designee to act as its representative for the performance of this Agreement ( "Consultant's Representative'). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his /her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations: Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. RKA CONSULTING GROUP Page 4 of 10 3.2.10 Insurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety: Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed Twenty -Nine Thousand Eight Hundred Thirty Dollars ($ 29,830.00). Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment and Compensation: Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses: Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work: At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages: Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ( "Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an RKA CONSULTING GROUP Page 5 of 10 applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft; classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: RKA CONSULTING GROUP Page 6 of 10 CONSULTANT: RKA Consulting Group 398 Lemon Creek Drive, Suite E CITY: Walnut, CA 91789 Attn: Mr. Steve Loriso, P.E. Phone: (909) 594 -9702 City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Rafael Fajardo — Associate Engineer Phone: (626) 569 -2152 Fax: (626) 569 -2303 Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality: All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity RKA CONSULTING GROUP Page 7 of 10 pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification: To the fullest extent permitted bylaw, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or relating to any negligence, errors or omissions, recklessness, or willful misconduct of Consultant, its officials, officers, employees, agents, and Consultants arising out of or in connection with the performance of the Consultant's Services, including without limitation the payment of all consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents, and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, official's officers, employees, agents, or volunteers. 3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. RKA CONSULTING GROUP Page 8 of 10 3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees orsubconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required understate law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment: Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee RKA CONSULTING GROUP Page 9 of 10 or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement: Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required: Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next page] RKA CONSULTING GROUP Page 10 of 10 • -• rw0 Attest: - I Gloria Mol fe da, City Clerk D to Approved as to Form: '6Raclioi H. kichman ate City Attorney RKA CONSULTING GROUP Date Name'D!N'i.ic �f'(*'Jo Title: l�IRCdiDFNT [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONSULTANT REQUIRED] By: lu,3 Date NameC. Vlb Gi(j intrr@AJ Title: FSr trT N ec& 6"A RKA CONSULTING GROUP EXHIBIT A SCOPE OF SERVICES SEE REQUEST FOR PROPOSAL (RFP) AND CONSULTANT'S PROPOSAL A -1 RKA CONSULTING GROUP November 13, 2012 Mr. Rafael Fajardo Associate Civil Engineer City of Rosemead 8838 East Valley Boulevard Rosemead, CA 91770 RE: FEDERAL SAFE ROUTES TO SCHOOL PROJECT - WALNUT GROVE AVENUE IMPROVEMENTS — REVISED 11127112 Dear Mr. Fajardo: RKA Consulting Group is pleased to submit to you this proposal to provide professional engineering services for the raised median and pedestrian enhancements along Walnut Grove Avenue from Valley Boulevard to Marshall Street in the City of Rosemead. The proposal will detail out the Scope of Work along with a Fee Proposal for the identified improvements. Our team is experienced, qualified and capable of providing the City of Rosemead with a full -range of civil engineering services. We offer several unique advantages that will ensure the successful delivery of these services. Exceptional knowledge and experience with similar projects in Southern California. The team members of RKA have been providing engineering design, project management, construction inspection and administration, and for many cities and agencies for over the past 31 years. Our knowledge of local codes, regulations, and governmental procedures, as well as the relationships we have developed with regulatory agencies through our experience on similar projects in Southern California will expedite the delivery of your projects. Technical resources and commitment. We have assembled a project team that includes experts in the areas of municipal administration, program management, planning, design, construction management services. Our commitment to your requested needs will deliver quality work in a responsive and expeditious manner. Our team members bring dedication to quality and are committed to your projects, as we have demonstrated in working with our past clients. PAGE I CITY OF ROSEMEAD FEDERAL SAFE ROUTES TO SCHOOL PROJECT WALNUT GROVE AVENUE IMPROVEMENTS Cover Letter - City of Rosemead Proposal for Professional Services for the Federal Safe Routes to School Project Walnut Grove Avenue Improvements Page 2 of 2 Proven collaborative approach. We worked with many local agencies in the past, providing a diverse array of civil engineering services. As we have done on previous projects with our other clients, our project approach includes proactive meetings and quality control and assurance during the course of providing services. We will continue this successful formula by applying this proactive approach to your City. We appreciate the opportunity to present our team in this submittal. If you have any questions or desire additional information, please feel free to contact me at (909) 594 -9702 or by e-mail at sloriso @rkagroup.com. Sincerely, Steve R. Loriso, P.E. Vice President/Director of Engineering David G. Gilbertson, P.E., T.E., P.L.S. Executive Vice President PAGE 2 CITY OF ROSEMEAD FEDERAL SAFE ROUTES TO SCHOOL PROJECT WALNUT GROVE AVENUE IMPROVEMENTS PROJECT UNDERSTANDING The City of Rosemead desires to design and construct a landscaped median and other pedestrian safety enhancements along Walnut Grove Avenue from Marshall Street to Valley Boulevard in order to increase motorist, and ultimately pedestrian safety for traffic along this corridor. A recently prepared topographic survey provided by the City will be the basis for the design of the medians and improvements along this corridor. In order for the City to be certain the desired improvements will be effective, along with providing support for the Federal Grant, a feasibility study is necessary. Ultimately, to satisfy the grant application, obtaining final authorization from Caltrans (the administration agency of the grant) will be accomplished through processing the necessary application package. RKA Consulting Group (RKA) will utilize these pieces of information to assist the City in providing a cost effective solution to the requested improvements. In order to achieve the goals of the City, (RKA) intends to not only coordinate with the City's landscape architect on the design of the median, but also review the requested features and provide the necessary recommendations and design to successfully execute this project. In addition, in order to properly address all of the issues a project of this caliber presents, the critical items need to be addressed. These items include, but are not limited to: • Maximizing project budget • Minimize project schedule /motorist inconvenience • Identifying project stakeholders (City, State, utilities, etc.) and providing immediate and ongoing coordination SCOPE OF WORK The Scope of Work outlined below is specific for the "Federal Safe Routes to School Project - Walnut Grove Avenue Improvements" and is intended to highlight the critical tasks that may arise throughout the project management and design phases that we have come to understand with the years of experience that we have gained from projects similar to this. The Scope of Work will follow and combine the primary categories as defined in the Request for Proposals. Part I — Preliminary Engineering Services and Design Task I - As -Built Research, Investigation, and Review Under general direction of the City, RKA's team shall be responsible for coordinating and conducting the project kickoff meeting to introduce project team members which will foster partnering and establish lines of communication through the project development. In addition, following are some key items to include: • RKA will come to the table prepared to discuss the proposed median improvements to ensure resources are properly utilized, along with ideas for pedestrian safety enhancements. PAGE 3 CITY OF ROSEMEAD FEDERAL SAFE ROUTES TO SCHOOL PROJECT WALNUT GROVE AVENUE IMPROVEMENTS • The schedule of the project identified in the RFP will be further discussed to address the critical path throughout the project, especially as it deals with the approval process from Caltrans. Task 2 - Utility Research and Notification The following procedures will be followed for "Utility Research and Notification" throughout the design process. • Identify and coordinate with the utility companies for verification of existing utilities, potential conflicts, utility upgrades, etc. • The first Utility Notices will be prepared and distributed to all affected agencies as identified through "Dig - Alert" and other field investigations to ensure the existence of all utilities are identified as accurately as possible. • Conduct a thorough field review of the project limits along Walnut Grove Avenue to verify as -built plans provided by the City against field conditions. • Provide preliminary notification and plans (as applicable) to the affected utility agencies for their review and comment. • Monitor response of utility notices received for the project and provide recommendations for mitigating conflicts through the use of a detailed utility coordination log. • Provide notice and approved plans (as applicable) to affected utility agencies requesting them to coordinate for potential upgrades, adjustments, and /or relocations, which will allow the City to enforce a moratorium on pavement cuts within the project limits. Task 3 — Feasibility Study Upon compiling information from the first two tasks, along with the topographic survey provided by the City, RKA will prepare a Feasibility Study that will attempt to justify the completion and subsequent funding of the project. • Provide a preliminary layout of the proposed raised medians to ensure the optimum placement with City staff. • Provide written narrative of the proposed improvements within the project limits. This narrative will include exhibits of proposed plant material (as provided by the City's landscape architect), typical sections of the proposed medians, suggested pedestrian safety enhancements, and an engineer's preliminary construction cost estimate. • Present the study to City staff for review and input prior to proceeding with further project tasks. Task 4 — Environmental Preparation and Approval (CEQA/NEPA) The project involved historically would be classified as categorically exempt or categorical exclusion. However, it is understood that this determination will be made by the governing PAGE 4 CITY OF ROSEMEAD FEDERAL SAFE ROUTES TO SCHOOL PROJECT WALNUT GROVE AVENUE IMPROVEMENTS bodies (Caltrans for NEPA and the City for CEQA). RKA will prepare the necessary environmental information forms and coordinate concurrence and clearance from the two agencies. The following represents the Schedule of Tasks and Local Assistance Procedures Manual flow chart for the project: • Visit the project site; take photographs and notes for the preparation of Preliminary Environmental Studies (PES) and other required forms. • Prepare the required PES form, and respond to all Thirty -Six (36) questions of the PES form. Review the completed form with the City's Project Manager; obtain City signature(s) to submit the form to Caltrans. Revise the form based on comments received from Caltrans to obtain PES approval. • Attend and participate in the field review meeting with the City Staff, Caltrans Local Assistance and other Divisions' Staff. • Upon approval of the NEPA by Caltrans, RKA will begin formal work on the project final design. Review the Plans, Specifications & Estimates (PS &E), and incorporate the federal requirements in the specifications /special provisions. • As the PS &E is approaching 100% completion, prepare a Right of Way (ROW) Certificate on the appropriate Caltrans form for the City's review, signature and submission to Caltrans for approval. • Request for Authorization (RFA) and Obligation of the Federal Funds - Prepare and submit the following federally required exhibits, other forms, and attachments for the City's review, signature, and submission to Caltrans: ➢ Request for Authorization to Proceed with Construction ➢ Request for Authorization to Proceed Data Sheet(s) ➢ Local Assistance Project Prefixes ➢ Finance Letter ➢ PS &E Certification and PS &E Checklist ➢ Local Agency Construction Contract Administration Checklist • Review the RFA and final PS &E packages with the City's Project Manager, and obtain the required signatures for submission to Caltrans. • Follow up with the City's Project Manager and /or Caltrans, incorporate comments received to obtain approval of construction funds (Obligation of the federal funds and receiving the E -76 form). Task 5 - Preliminary Design Based upon the years of experience RKA has gained in preparing projects similar to this, RKA proposes a submittal sequence involving preliminary and final project documents to more effectively utilize resources for this project, including time and budget. This can be achieved by addressing critical issues at the pre- design meeting, feasibility study and through the extensive preliminary design. Upon compiling the data received from understanding the City's goals, concurrence with the feasibility study, and pertinent utility investigations, RKA will prepare a preliminary design. Half -size plans (I I "x 17 ") will be provided for all review submittals. This will be the PAGE 5 CITY OF ROSEMEAD FEDERAL SAFE ROUTES TO SCHOOL PROJECT WALNUT GROVE AVENUE IMPROVEMENTS basis for discussions with the project team and will consider proposed median sections and possible design alternatives (i.e., landscape materials, hardscape improvements, etc.). Base Sheet Preparation: • Base sheets will be compiled from the City provided topographic survey and other data from existing improvement plans (i.e., utilities, right of way, etc.). • Provide field observation by RKA personnel to verify the accuracy of the base sheets and to identify locations of the specific type of proposed median and pedestrian enhancements. Landscape /Hardscape and Traffic Signal Plan Preparation: • Provide locations and details for the construction of median curb and gutter and pedestrian /ADA improvements. • The medians will be designed to accommodate the requested hardscape and landscape improvements (as designed by the City's Landscape Architect). • Coordinate with the water agency for design and location of the necessary water meter to serve the new medians. • Each sheet shall contain construction notes and quantities, applicable details, and legends. • Although the RFP identified potential traffic signal improvements, the initial field review conducted by RKA did not warrant modifications to the existing traffic signals within project limits. A preliminary engineer's construction cost estimate will be prepared to correlate with the proposed improvements. Prior to this and any submittal, a thorough in -house review will be conducted by the RKA QA/QC Manager. This will ensure a proper review will be conducted per the RKA Quality Control and Assurance Procedures. Part 2 — Engineering Design Task 6 - Engineering Design (85 %) Based upon the recommendations provided in the Preliminary Design, RKA believes that an effective design can be accomplished with one additional submittal (beyond the Preliminary Design) instead of the two identified in the RFP. Therefore, the proposal will follow a submittal sequence of 85% and 100 %. This can be accomplished through the extensive partnership in the Preliminary Design phase. RKA's approach to complete this project successfully is not only preparing a well thought out engineering plan but a design that is cost effective, fully executable in the field and has the least impact on the public. It is critical that the focus is on the accuracy of a good design from both the constructability as well as execution of the design. The engineering design phase will only commence after City approval of the proposed preliminary designs. PAGE 6 CITY OF ROSEMEAD FEDERAL SAFE ROUTES TO SCHOOL PROJECT WALNUT GROVE AVENUE IMPROVEMENTS The 85% design submittal will expand upon the preliminary design and will incorporate comments received from the City, as well as thorough in -house review. • Median landscape, as prepared by the City's Landscape Architect and hardscape improvements will be presented from discussions with City staff. Any pavement cuts along the limits will be identified to provide necessary pavement repair details. • Construction sequencing will be considered during the preparation of the plans to minimize impact to the driving public. This will include preparation of traffic control plans per the latest edition of the CAMUTCD. • Signing and striping will be shown on sheets separate of the pavement improvement plans for clarity. • Utility coordination will continue for the project by providing written notice along with improvement plans to the affected utility companies. The utility companies will be requested to review the improvement plans, provide comments to the plans (if necessary) and perform any upgrades or relocations necessary as a result of the improvements. • Water valves and manholes will be identified to be adjusted to the proposed finished surface. A clear distinction will be made between water valves with slip can covers and "mechanical" covers. • Technical specifications will be prepared per City provided format and submitted at the 85% deliverable stage, along with an updated engineer's construction cost estimate. Task 7 - Final Design (100 %) and Bid Documents • As part of the final design submittal (100 %), RKA will incorporate all comments from previous project submittals and provide five (5) half -size copies (I I "xi 7 ") for final review, along with the final specifications and engineer's construction cost estimate. • Upon return of the final review from the City, RKA will make the necessary revisions to the design plans and provide one stamped and signed bid set on full size mylar. • The final submittal will be a 100% complete and biddable package. Part 3 — Engineering Support During Bidding and Construction The Scope of Work provided within this phase is strictly detailing the services to be provided by the engineering design team. Construction Management services are not requested within the RFP and are therefore not included within this proposal. RKA will assist the City with ensuring smooth bidding and construction phases. A further itemized scope of services that will provide the detail of work expected to be provided in the task of the project follows. Task 8 - Project Bid Support • During the project bidding, RKA will provide interpretation to the plans and technical specifications that may arise. PAGE 7 CITY OF ROSEMEAD FEDERAL SAFE ROUTES TO SCHOOL PROJECT WALNUT GROVE AVENUE IMPROVEMENTS • If addenda are deemed necessary by the City, RKA will provide revisions to the affected documents and assist the City with clearly conveying the revisions. • During Construction, RKA will conduct a maximum of four (4) site visits that are requested by the City. RKA will conduct additional site visits to resolve issues arising from design items at no cost to the City. Task 9 - Record Drawing Preparation • RKA will incorporate all red -line comments prepared by the Contractor and project inspector and prepare final ink on Mylar "as- built" record plans. Project Deliverables The following information is what can be expected by the City throughout a typical project. The following are deliverables for Part I- Preliminary Design Stage: • Copies of utility notices. • Base Map. • Feasibility Study. • Design development plans, specifications and cost estimates (Preliminary Design and 85% Design). • Preliminary Environmental Assessment. The following are deliverables for Part 2 — Engineering Design: • 100% improvement plan preparation, including final specifications and cost estimates submittal. • One set of reproducible mylars, one bond copy of the signed plans, one copy of the approved specifications, one copy of the final construction cost estimate, and one electronic copy of the completed design products. • Final Utility Notices. The following are the deliverables for the Part 3 - Engineering Support During Bidding and Construction: • Preparation of formal responses to design related requests for clarification. • Record drawing preparation. Optional Tasks Storm Water Pollution Prevention Plan (SWPPP) • A Storm Water Pollution Prevention Plan (SWPPP) is normally not required for projects that are less than one acre, per the State General Construction Activity Permit, however, the practice of preparing a "Linear' SWPPP for street and utility improvement projects is necessary when trying to reduce and prevent storm water runoff pollution. PAGE 8 CITY OF ROSEMEAD FEDERAL SAFE ROUTES TO SCHOOL PROJECT WALNUT GROVE AVENUE IMPROVEMENTS Therefore, the preparation of a State SWPPP is suggested for this project, which will necessitate the preparation of a Notice of Intent to be filed with the California State Water Resources Control Board. At the termination of the project, a Notice of Termination will be filed with the same agency to signify the completion of the project. The SWPPP will be based upon the Construction General Permit Order 2009-0009 - DWQ (amended by Order 2010 - 0014 -DWQ). The preparation of the SWPPP will include the document report (based upon the information provided by CASQA.org) and an erosion control plan, based upon the street improvement plans. PAGE 9 CITY OF ROSEMEAD FEDERAL SAFE ROUTES TO SCHOOL PROJECT WALNUT GROVE AVENUE IMPROVEMENTS a a L l G r d� L 9 A V 3 e 6 C D a D D D D 6 D O O C N U' N ON] O C �+ CO Cl) OMp C ro r O) O N 0000000 EFT EJ3 4f} KJ E9 <fq O E9 O fA O O Ef3 0 0 0 0 E9 0^ Y 1 ro N N a j � C w � C UU- V N -6Q � O_ J i D in — � O O d' It O OD O O d' d• O O O O O N 0 0 0 O V N C', O r O) V3 _W Lo C 69 Y t Q a) LL N N V7 co N O W (D d' CO co d' OD N N N N Cl) co CJ r M r N_ r N CD U D L OD OD h M In r r 01 o M �- Lr o �N � r °w69 a_ E (a '54 6s 69 •� O S^ N 't 'I" N N N� co (C) ON N W d'r N RO 00 0 0 - m rr cn (o LO Cl) O C Cl) (D d' .- r E CO a y3 Eo n e3 0� W O r V N CO O N N d' O N +- CO O P N N O N ~% cn o N= U Q� N d' M D Q a 0 0- 6-.� (» e> E<a (n iD W D LL i°'co °mD d ¢ pIL p MLL O OLL in�c) Sm 2m Sm am W R 0 W D O) p U) CD z oa oa oaa M C7 Q •D fl 9N aN-1 ( m 6M 3 N D) w co r cn Y (n C') m to a Y a a� o_ �ir o a a0[L � a c ut a E a 0 .2 ro C ¢ U a O pa �ma ro o = I U N N D a o 6 tl L Q) j C C N m ns ro N Om 0 t, C� pow � a) C31 cna� �U) N C i Cc DU) 0 D E 2' G _� ._ G -a m a C D- C N (D N(D OD 0 d N �� m - N rocs o _ �,c� �,.0 O a Y �a) ro y¢�liwa ujwii W aQ �'a 0 a i w Yn N i ff y i N N I aF (z F a�w a�� o� 9 A V 3 e 6 C D a D D D D 6 D Federal Safe Routes to School Project — Walnut Grove Avenue Enhancements Design Engineering Phase Project Schedule: 1. Feasibility Study Completion February 1, 2013 2. Preliminary Design Completion April 1, 2013 3. Final Plans & Specifications Completion May 1, 2013 4. Submittal of Caltrans E -76 June 1, 2013 5. Construction Begins September 1, 2013 RKA CONSULTING GROUP EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. if that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement orendorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. 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. Workers Compensation on a state - approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self- insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000.00 per occurrence. M RKA CONSULTING GROUP Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are licensed carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Consultant 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. M RKA CONSULTING GROUP 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. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self- insure or to use any self- insured retentions or deductibles on any portion of the insurance required herein 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. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. RKA CONSULTING GROUP 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non - compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and /or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all - inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or RKA CONSULTING GROUP Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. ACORD 1/312013 NY) PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Dealey, Renton & Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P. O. Box 10550 Santa Ana CA 92711 -0550 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. POLICY EXPIRATION LIMITS INSURERS AFFORDING COVERAGE INSURED INSURERA: Travelers Property Casualty Cc of Ameri RKA Consulting Group 398 Lemon Creek Drive, Suite E Walnut CA 91789 INSURER B: Travelers Indemnity Co. of Connecticut INSURER C: Amer ican Automobile Ins. Co. INSURER D: Travelers Casualty & Surety Co. America FIRE DAMAGE &y one fire) INSURER E: COVERAGES HE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. OTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS ERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL HE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE tMMX,n� POLICY EXPIRATION LIMITS B GENERAL LIABILITY G80484BLO62 9/1/2012 9/1/2013 EACH OCCURRENCE $2,000,000 FIRE DAMAGE &y one fire) $1 000 000 • COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCUR MED EXP(Any one person) $10,000 PERSONAL S ADV INJURY $2,000,000 • Contractual Liability GENERAL AGGREGATE $4,ono DUD GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS- COMP /OPAGG $4,000.000 POLICY X RE RO LOG A AUTOMOBILE LIABILITY ANY AUTO BA4903L96A 9/l/2012 9/1/2013 COMBINED SINGLE LIMIT (Eaecad.nl) $1,000,000 BODILY INJURY (Per person) $ ALLOWNEDAUTOG SCHEDULED AUTOS Ix BODILY INJURY (Pe,..IdU nt) $ HIREDAUTOS NON - OWNEDAUTOS PROPERTY DAMAGE (Peremitlenl) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO S AUTO ONLY: ASS EXCESS LIABILITY EACH OCCURRENCE S OCCUR El CLAIMS MADE AGGREGATE S $ DEDUCTIBLE $ RETENTION $ * WORKERS COMPENSATION AND WZP81003063 9/1/2012 9/1/2013 X TOC STATU- OER E.L. EACH ACCIDENT $1,000,000 EMPLOYERS' LIABILITY E.L. DISEASE - EA EMPLOYEE $1,H00,000 E.L. DISEASE - POLICY LIMIT $1,000,000 D OTHER Professional Liability 105673474 9/1/2012 9/1/2013 Per Claim $1,000,000 Annual Aggr. $2,000,000 Claims Made DESCRIPTION OF OPERAnONS /LOCAnONSNEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS eneral Liability policy excludes claims arising out of the performance of professional services. The City of Rosemead, its officials, employees and agents are Additional Insured as respects to General Liability coverage as required by written contract. Coverage afforded the Additional Insured is Primary and Non - Contributory as respects to General Liability coverage. CERTIFICATE HOLDER I I ADDITIONAL INSURED: INSURER LETTER: CANCELLATIONin T)av NntinP fnr Nnn- Pavment ACORD 25 -S (7/97) @ ACORD CORPORATION 1988 HOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER City Of Rosemead ILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE Attn: Steve loriso ERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO 398 Lemon Creek Drive Suite E 0 SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND Walnut CA 91789 PON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATI ACORD 25 -S (7/97) @ ACORD CORPORATION 1988 COMMERICAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO 15 AN INSURED (Section II): Any person or organization that you agree in a "contract or agreement requiring insurance" to in- clude as an additional insured on this Coverage Part, but only with respect to liability for "bodily in- jury', "property damage" or "personal ir>jury" caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing opera- tions; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "products- completed operations hazard ". Such person or organization does not qualify as an additional insured for "bodily injury", "property damage" or "personal injury" for which that per- son or organization has assumed liability in a con- tract or agreement. The insurance provided to such additional insured is limited as follows: INSURANCE (Section III) for this Coverage Part. B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree in a "contract or agreement requiring insurance" that the insurance provided to an additional insured under this Cov- erage Part must apply on a primary basis, or a primary and non - contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such addi- tional insured as a named insured, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; d. This insurance does not apply on any basis to any person or organization for which cover- C. age as an additional insured specifically is added by another endorsement to this Cover- age Part. e. This insurance does not apply to the render- ing of or failure to render any "professional services ". f. The limits of insurance afforded to the addi- tional insured shall be the limits which you agreed in that "contract or agreement requir- ing insurance" to provide for that additional insured, or the limits shown in the Declara- tions for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance staled in the LIMITS OF after you have entered into that "contract or agreement requiring insurance"_ But this insur- ance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured under any other insurance. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CON- DITIONS (Section IV): We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, under a "contract or agreement requiring insurance" with that person or organization. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insur- ance" with such person or organization entered into by you before, and in effect when, the "bodily CG D3 81 09 07 ® 2007 The Travelers Companies, Inc. Page 1 of 2 Includes the copyrighted material of Insurance services Office. Inc., with its permission. COMMERICAL GENERAL LIABILITY injury" or "property damage" occurs, or the "per- sonal injury" offense is committed. D. The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement un- der which you are required to include a person or organization as an additional insured on this Cov- erage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal in- jury" is caused by an offense committed: a. After you have entered into that contract or agreement, b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 of 2 © 2007 The Travelers Companies, Inc. CG D3 8109 07 Includes the copyrighted material of Insurance Services Office, Inc., with its permission.