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2200 - JLS Engineering & Associates - Public Works and Engineering Consulting ServicesA00028 PROFESSIONAL SERVICES AGREEMENT PUBLIC WORKS AND ENGINEERING CONSULTING SERVICES (JLS ENGINEERING & ASSOCIATES) 1. PARTIES AND DATE. This Agreement is made and entered into this 3� Day of 4 20 IS (Effective Date) by and between the City of Rosemead, a munidipal 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 JLS Engineering & Associates with its principal place of business at 1107 Hare Avenue, Diamond Bar, CA 91789 ("Consultant'). City and Consultant are sometimes individually referred to herein as "Party" and collectivelv 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 professional public works and professional engineering consulting 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 professional public works and professional engineering consulting ("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 public works and professional engineering consulting services necessary for the Project ("Services'). The Services are more particularly described in Exhibit A attached hereto and JLS ENGINEERING & ASSOCIATES Page 2 of 11 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 June 30, 2018 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 if 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 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 to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or JLS ENGINEERING 8 ASSOCIATES Page 3 of 11 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. Jose Loera, 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. JLS ENGINEERING & ASSOCIATES Page 4 of 11 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. 3.2. 10 Insurance: 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, and shall not exceed One Hundred Fifty Thousand Dollars ($150,000.00) per fiscal year. Extra Work may be authorized in wirting, as described below, and 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, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. JLS ENGINEERING & ASSOCIATES Page 5 of 11 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 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. JLS ENGINEERING & ASSOCIATES Page 6 of 11 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: JLS Engineering & Associates 1107 Hare Avenue Diamond Bar, CA 91789 Attn: Jose Loera Tel: (909) 598-5030 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 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 JLS ENGINEERING & ASSOCIATES Page 7 of 11 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: To the fullest extent permitted by law, 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 including without limitation the payment of all consequential damages 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 JLS ENGINEERING & ASSOCIATES Page 8 of 11 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. 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, JLS ENGINEERING & ASSOCIATES Page 9 of 11 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. 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. JLS ENGINEERING & ASSOCIATES Page 10 of 11 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] JLS ENGINEERING & ASSOCIATES Page 11 of 11 CITY OF ROSEMEAD JLS ENGINEERING & ASSOCIATES Je Allr d, City Manager D to Date Name: /.s Attest: Title: /rinq�oJ ��min«r AAa4 /J City Clerk D to [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Approved as to Form: J Rach ichman Date City Attorney EXHIBIT A SCOPE OF SERVICES/ HOURLY RATES A-1 JLS ENGINEERING & ASSOC. 1107 Hare Avenue Diamond Bar, CA 91789 (909) 598-5030 office (626) 705-4305 cell June 2, 2015 Mr, Sean Sullivan City of Rosemead Department of Public Works 8838 East Valley Boulevard Rosemead, CA 91770 Subject: Hourly rate for on-call service for fiscal year 2015-2016 Dear Mr. Sullivan: JLS Engineering is pleased to submit the hourly rates for on-call engineering services. Principal Engineering - $90.00 per hour Auto Cad Drafting - $50.00 per hour Administration Services - $40.00 per hour Thank you for considering ILS Engineering for the City's on-call engineering services. Should you have any questions, please feel free to contact me at (626) 705-4305. Sincerely Jose Loera, T.R. Principal Engineer 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 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 Vll. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over' claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant 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 FIR 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. 'Mr 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 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. M- DNI(9M/ 'YYYY1 acoao® CERTIFICATE OF LIABILITY INSURANCE 12/27/2014 THIS CERNFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER -- IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject US the terms and conditions of the policy, certain policies may require an endorsement A statement an this certificate does not confer rights to the certificate holder in lieu of such maimsement(s). -- - mmvcm - RAN' rr - '1'WFG INSURANCE SERVICES INC/PHS `Ur'o"": �ae (E366) 467-8730 wL. xm. (888) 443-6112 619728 F:(866) 467-8730 F:(888) 443-611.2 pSsL- PO BOX 33015 mASEREERISIORPROSOI,ONGE URISI- SAN ANTONIO TX 78265 - >- sEnclel -n-- m a':3 _ 1X5MAm mINNEan. - JOSE LOERA D13A JLS ENGINEERING & _- - ASSOCIATES - — - 1107 HARE AVE INSURER --- WALNUT CA 91789 OUS-I= —. - nGVI51nN NUMBER: COVERAGES CERT IYIGA I t NUMERMES - '----- ._— THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW I1AVE REEN ISSUED TO THE INSURED NAMED APOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RES,TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, I.IMRS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS- El.iVPd A A OFmSmmN� - - COMMERLIALGENERPL LWRIIJtV G,RMSNAOE �IXxUR X G -Decal LiIUD - _ --- 5,S LAGGREGATELIMIT APPLIES PER'. PFLG1[ SECT L"] Loc O ER DD H mrR ESIDeA - ➢OL][TLYF 9fYPFYT RAILw06' 01/10/2016 _ EACH OCCURRENCE 1,000,000 61 SEM PD39S5 01/10/2015 DAMAGE TO RENTED PREMISES F-wzurtance) 51r000,OOO _ MEDIXP(Myonapermn) 5].Or000 5I, 000,000 PER80NALB ADV INJURY GBMERAI AGGREGATE s2, 000, 000 PRODUCTS-C.MPNP AGC z2 r 0O 0, OO 0 61 53M PD39S5 01AC/20_5 01/10/2016 COMBNEDSINGLE LIMIT (Ea a¢itlenl) 51, 000, 000 AUTOMOBILE X UABILRY ANY AUTO A '.W '. SCHEDULED AUTOE AUTOS HIRED AUTOS X NON OWNS TO. .— mUmRIA WB OCCUR EI(CEBS LIAR CLAIMS -MADE BOOILV INJJRY(PerpersoU s _ eODU VINJURY (Pera¢MeM)s PROPQIIY DAMAGE (Pe, WUERY) - I -- - -- EACH OFCLEEEGCE AGGRFGATE - E ANYROEY.�TOFEPA.. EPrFxecunvmn OF IICERIMFMBER E%CLUD EU! Me„,earonm NM Ryes.tlxxonlreRUN" DtW WP1IOND1.1EEPIUS.G..1— _ FL EACH ACCIDENT -. EL.DLEASE-EAEMPLOYE' a - - EL DISEASE -P011cv LIMIT - - s BESCR/PT/ON oFOPERA TIONS/LCCALYAVS/VENIffM90.I tOt, ANDRional R—F,SIE,Ux, mry w—R-M1etlXmoraxpew ix,epuiraE) Those usual to the InsUzed's Ope.at-Lons. CERTIFICATE HOLDER _ - -- - SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE CITY OF ROSEMEAD DELIVERED INACCORDANCE WITH THEPOLICYPROVISIONS. _ ALL PUBLIC WORKS PROJECTS A.'RE��E''LIBE��PRESEN D /OR11- 8838 VALLEY BLVg-zr ROSEMEAD, CA 91770 -_ _ -. -- - - -- ©1988-2014 ACORD CORPORATION. All rights resew ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD pll1 "IFF11-1 ACORO® CERTIFICATE OF LIABILITY INSURANCE 12/2,//2014- THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY ANTI EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORQED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER. IMPORTANT: If the cerdStRyIe holler is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject b the terms and conditions of the policy, certain Policies may require an endorsement A statement on this certificate does not cooter rights W the certificate holder in lieu of such endomement(a). — TWFC INSURANCE SERVICES INC/PHS SLM w�rie. E.o. (866) 467-8730wc.�(888)443-6112 PoNZd' 614728 ?:(866) 467-8730 F:(888) 443-6112 INsuRERNIAFwRMxc caveRASF PC BOX 33015 SOPei 11'1t11YJ - SAN ANTONIO TX 78265 INSURER C JOSE LOERA DHA JLS ENGINEERING & Mr.er. D-- ASSOCIATES L 07 HARE AVE WALNUT CA 91789 OAMAGETORENIEO 11,000,000 PREMISE$X. —u--, A COVERAGES GERI IYIIUAIG NUMUCrt: ••� •�•�•-^--"'" THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTEN .1LVw ,wvt INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT 10 ALL THE TERMS.EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. /TSA ryp[OF gSLZN'CL SLM PofICY.N(n6£R PoNZd' M)LJLTP (JM/r5 EArN OCCURRENCE 51, 000,000 COMMERCIAL GENERAL LIABIl1TY CIAIMSMADE OCCUR OAMAGETORENIEO 11,000,000 PREMISE$X. —u--, A X GeneLdl Liab F1 .56M 7J3955 01/l0/2013 0_/1J/ZP".6 MED IW (Ay one le.) •10,000 PERSONAL 6 ADV INJURY 51, 000, 000 GENENALAGGRESATE 2,000, 000 GENL AGGREGATE NMIT APPDES PER POLICY PRQ ❑X LOL PRODUCT$-CCMPNP AGG a2, 000, 000 5 JECT OTHER. YUTOMOE LIABILITY 61l COMBINED MNGLE NMIT 51,000,000 (Ea a¢NaM) $ODILY INJURY (Ptt persm) 5 AWAUTO BWILV INJVRV (Pera¢Mml) A ALLOWNED SCHEDULE. AUTOS AUTOS X FIRED AUT X NCN-0 NFD A. c- gBE PN3955 II'/1C/2C15 Ol/10/%OT6 PROPERTY..GE (Peravi]enl) UMrudiUALAB OCCUR EACH OCCURRENCE AGGREGATE eseC SUAB CLAIM$IMDE v'O)dre (NPFPT I'mr N I ANY PROPRIETORIPARTNERIE%EF.11rYIN OFFICERIMEMBFAEXITOED? ^ ManraNryin Np ILJI RncMeunO =OPERATIONS KIR ON w EL FAC AH CECIOENT E. L.ORFASE-FAEMPLOVEEa EL. DISEASE -POLICY IJMIT L DESCRESLRIPPON Eabx aESCRIVNON OF nP9fATpNB/LDCAT�P'JA/ VEMR�Re lm. Atl6lianal Remehc SCM1atlub, mry Oa MacMG R mmepew h,eBulrwB Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE CITY OF ROSEMEAD DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. °MrHoa®rJ�aEswT°*mE�wv�y - ALL PUBLIC WORKS PROJECTS 8838 VALLEY BLVD, ROSEMEAD, CA 91770 _ — / — nn Pnoenp ATIf1N All rinhfs resery ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD 2�Z A00022 PROFESSIONAL SERVICES AGREEMENT GENERAL PUBLIC WORKS AND PROFESSIONAL ENGINEERING SERVICES (JLS ENGINEERING & ASSOCIATES) 1. PARTIES AND DATE. This Agreement is made and entered into this _2S�day of , 20_j (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 JLS Engineering & Associates with its principal place of business at 1107 Hare Avenue, Diamond Bar, 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 JLS ENGINEERING & ASSOCIATES 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 JLS ENGINEERING & ASSOCIATES 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. The key personnel for performance of this Agreement are as follows: Jose Loera. 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. Jose Loera, 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. JLS ENGINEERING & ASSOCIATES Page 4 of 11 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. 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 JLS ENGINEERING & ASSOCIATES Page 5 of 11 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 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. JLS ENGINEERING 8 ASSOCIATES Page 6 of 11 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 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: JLS Engineering & Associates 1107 Hare Avenue Diamond Bar, CA 91789 Attn: Jose Loera Tel: (909) 598-5030 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, JLS ENGINEERING & ASSOCIATES Page 7 of 11 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 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, lass, 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 AS ENGINEERING & ASSOCIATES Page S of 11 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, 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. JLS ENGINEERING & ASSOCIATES 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. JLS ENGINEERING & ASSOCIATES 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] AS ENGINEERING & ASSOCIATES Page 11 of 11 CITY OF ROSEMEAD JLS ENGINEERING & ASSOCIATES By: C�� // �r By: ff Aftfed, City Manager Dat Date Name: I^re- Lour¢ Attest: Title:%pr a a/ � wrsr 13 Gloria Molleda, City Clerk date [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Approved as to Form: n Rachel Richman Date City Attorney EXHIBIT A SCOPE OF SERVICES/ HOURLY RATES A-1 JLS ENGINEERING & ASSOCIATES STANDARD RATE SCHEDULUE EFFECTIVE JULY 1, 2013 — JUNE 30, 2014 CATEGORY HOURLY RATE Principal Engineer $70 CAD Drafting $40 Clerical & Word Processing Staff $30 1107 Hare Avenue Diamond Bar, CA 91789 Telephone: (909) 598-5030 Email: ioseloera@msn.com 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 I'm 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: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over' claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant 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 M 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. NN 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 limjtations 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 M 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. M ^r /\<Vtl�✓ OPTE IMM00IVVWI �-� CERTIFICATE OF LIABILITY INSURANCE R°°' 02-11-2013 THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policylies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(SI. mo/N/cE.vCONTAcT El TWFG INSURANCE SERVICES INC/PHS PHONE (B66)467-8730 IniC."0(877)905-045 614728 P:(866)467-8730 F:(877)905-0457 _`""°Ett: PO BOX 33015 AGORE64 PERSONAL 6 ADV INJURY a 1,000,000 SAN ANTONIO TX 78265 INSUPIRRUO AFFORD DID COVERAGE RAID - _ INSURERA: Sentinel Ins Cc LTD OMIT ArPPL�I pflC X INSIAKa INSURER e JOSE LOERA DHA JLS ENGINEERING & INSURER c: ASSOCIATES 11 1107 HARE AVE INSURER D 01/10/2013 WALNUT CA 91789 @SURER E: — BODILYINJURV IPm aee+M,l i wsuRER F CTIUFRARFS CFRTIFICATF NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE OSTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. "De ItsCE IMSLp . BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE ALL PUBLIC WORKS PROJECTS PoJ6Y .WMIEN lMM/PoiYYYYI Be HaDB/YYYY/ U6 A KAA[INY K N GE COMMERCIAL GE NERAL UAHUTV CWMSMADE OCCUR X Liab 11 El 61 6BM PD3955 01/10/2013 01/10/2014 DUN OCCURRENCE , 1,000,000 PEEMISE51Ea —w ,1 000 000 .1.E%P IMV — pe,wnl S10,000 PERSONAL 6 ADV INJURY a 1,000,000 _General GENERAL AGGREGATE , 2,000, 000 G FAGO11CYGRErHAT P OMIT ArPPL�I pflC X EELOC PEO: PaImucts COMP/Op AGG 92 000,000_ P A AUrgyp&[E meam". ANYAUTO ALL OWXEI) SCHEDULED AUTO Am.. X HIRED AVT.G X NONUWNED AUTOS 11 11 61 6BM PD3955 01/10/2013 01/10/2019 _ _ COMBINED FIINGLE OMIT r1, 000, 000 IG I. PPS 80011V INJURY'P.,°mm°I BODILYINJURV IPm aee+M,l i pgOFERIY DAMAGE IPerveeitleml P 5 UAIfAEW L/A" EZCfY UAI "U" CWMS MADELi Lj N 5 EAC. O RRCE AGGflEGATE a O RETENTION P WOAN£RS COM/EMArpN AM FMROPMETOIYAAArY Y/N ANY BMANI GHEE DUCWNERR%ECVTIVE❑ OFeILEWMEMBFREXLW0E0i /Mu,pMy i, Nq oEsc IR PT ONa 01 oPulems U.— ❑ WC STATU- — OTN EL EACH ACCIDENT B F.L. OISEPSE - U EMKOYEE 6 EL DISEASE -POLICY OMIT t pES6M rAM' DE aYEMTIONS1 UMCATpNS/VFMaIES IA. A. DO, A6MbnJNmNa SVFWl, tlnwn EI— Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION 19882010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED CITY OF ROSEMEAD BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE ALL PUBLIC WORKS PROJECTS DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. A. AEPREs CROUNE 8838 VALLEY BLVD ROSEMEAD, CA 91770 7az. 19882010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD ACC>R1Y CERTIFICATE OF LIABILITY INSURANCE �� DATEl3 THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER TWFG INSURANCE SERVICES ..LNC�.PHS......_.,....__...... _..._._�.,1E•u: 614728 P: (866) 467-8730 (3v) i44 -Ill PO BOX 33015 I T/� IV O 1��OF s'I'< w.�1_ i SAN ANTONIO TX 78265 pry CONTACT NAME_ (866) 467-8730 iaA"c,No): (888) 443-6112 �gp yBs, y px IN9UgEq(5)AFFOPDINO COVERAGE NP1Cb INSURER A:Sentinel Ins Co LTD PRLICYEdP INSURED JAN 0 rf 2014 JOSE LOERA DBA JLS ENGINEE ING& D r E`i ASSOCIATES CITY CLERK'S ()` t 1107 HARE AVE BY WALNUT CA 91789 INSURER B: GEYER,tLLIARII.ITT INSURERCo' D Dj INSURER EQ EACH OCCURRENCE ;1,000,000 70131REP F -i' COMMERCIAL GENERAL LIABILITY COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LYSR TIME OF INS'URIATE ADDI 5'IBR POL1(TNU.1//LER POLICI'£FF 111AVDD4 }'I' PRLICYEdP LLITI7S GEYER,tLLIARII.ITT EACH OCCURRENCE ;1,000,000 COMMERCIAL GENERAL LIABILITY DAMAGE RETE PREMISES 6a oocur ence s1, 0 0 0 , 000 CLAIMS -MADE OCCUR MED EXP (Any one person) ;10, 000 PERSONAL S ADV INJURY 1,000, 000 A X General Liab 6I SIM PD395.5 01/10/2019 Dl/10/2015 GENERAL AGGREGATE ;2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG 32,000,000 POLICY Ra X LOC P 5 Ar'TO,HOBILELIABILITY COMBINED SINGLE LIMIT 51,000'000 (Ea accident) BODILY INJURY (Per person) g ANY AUTO A ALL OWNED scrveouLEo AUTOS AUTOS 61 SBM FD3555 01/10/2019 01/10/2015 BODILY INJURY(Peracciden05 X HIRED AUTOS X NON -OWNED .AUTOS PROPERTY DAMAGE (Per accident) $ 5 UMBRELLA LIAR OCCUR EACH OCCURRENCE EXCESS LIAR d CLAIMS -MADE AGGREGATE .5 UE RETENTIONS 4f ORFERSCO.UPF.YS., A\ll EIIPLOJERS'LLre(LRI" WC 9TAPT OTH- TORYLIMITS I EPA E.L. EACH ACCIDENT S ANY PROPRIETOWPARTNER/EXECUTIVEYIN OFFICERIMEMBER EXCLUDED? (Mern!W.,y In NH) ❑ N/A E.L. DISEASE -EA EMPLOYEES It yea, descrlbo under DESCRIPTION OF OPERATIONS below E.L. DISEASE- POLICY LIMIT S DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (MAX Line Length is 79, Attach ACORD 101, Additional Remarks Schedule, it more space is rc,okod) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION _ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED CITY OF ROSEMEAD BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZEDREPRESENTATIVE ALL PUBLIC WORKS PROJECTS 8838 VALLEY BLVD ROSEMEAD, CA 91770 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD o DST 00071920 2vZ AD, 0022 PROFESSIONAL SERVICES AGREEMENT GENERAL PUBLIC WORKS AND PROFESSIONAL ENGINEERING SERVICES (JLS ENGINEERING & ASSOCIATES) 1. PARTIES AND DATE. This Agreement is made and entered into this 2S! day of 0o4Cm\,r , 203�, (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 JLS Engineering & Associates with its principal place of business at 1107 Hare Avenue, Diamond Bar, 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 JLS ENGINEERING & ASSOCIATES 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 JLS ENGINEERING & ASSOCIATES 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. The key personnel for performance of this Agreement are as follows: Jose Loera. 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. Jose Loera, 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. JLS ENGINEERING & ASSOCIATES Page 4 of 11 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. 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 JLS ENGINEERING & ASSOCIATES Page 5 of 11 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 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. JLS ENGINEERING & ASSOCIATES Page 6 of 11 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 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: JLS Engineering & Associates 1107 Hare Avenue Diamond Bar, CA 91789 Attn: Jose Loera Tel: (909) 598-5030 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, JLS ENGINEERING & ASSOCIATES Page 7 of 11 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 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 JLS ENGINEERING & ASSOCIATES Page 8 of 11 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, 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. JLS ENGINEERING & ASSOCIATES 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. JLS ENGINEERING & ASSOCIATES 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] JLS ENGINEERING & ASSOCIATES Page 11 of 11 CITY OF ROSEMEAD JLS ENGINEERING & ASSOCIATES By: ll By: li Ji6ff A ed, City Manager lbat4Date Name: 10rG Lb�-,.Q Attest: Title: pr�wis C.fr/i Gloria Molleda, City Clerk ate [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Approved as to Form: By: A-,�& L 141 Name: Rachel Richman Date City Attorney EXHIBIT A SCOPE OF SERVICES/ HOURLY RATES F-15 JLS ENGINEERING & ASSOCIATES STANDARD RATE SCHEDULUE EFFECTIVE JULY 1, 2013 —JUNE 30, 2014 HOURLY RATE Principal Engineer $70 CAD Drafting $40 Clerical & Word Processing Staff $30 1107 Hare Avenue Diamond Bar, CA 91789 Telephone: (909) 598-5030 Email: ioseloeraOmsn.com 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 iii 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: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 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. 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. 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 M 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. M r..q,,l CERTIFICATE OF LIABILITY INSURANCE ROO1 Oz?Eii�zoia THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONALINSURED, the policyfies) must he endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights t0 the Certificate holder in lieu of such endorsement(s). PRODUOER TWFG INSURANCE SERVICES INC/PHS 614728 P: (866)467-8730 F:(877)905-0457 PO BOX 33015 CONTACT PHONE IAi Exc: (866)467-8730 FAX, ol: (877)905-045 ano ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# SAN ANTONIO TX 78265 INSURERA: Sentinel Ins CO LTD LINIrS INSURED JOSE LOERA DBA JLS ENGINEERING & ASSOCIATES INSURER B INSURER C: INSURER D 1107 HARE AVE INSURER E WALNUT CA 91789 INSURER F : 1. COVERAGES CERTIFICATE_ NIIMRFR• oovrclnnl Au nonce. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF /NSUIIANCE NSR WM PoLICY MI/MBER ML EFF (MM/DDA'YYY/ OMY EXP WHIDO/YYYY/ LINIrS GENERAL LNBIUi'Y EACH OCCURRENCE $ 1 000, 000 COMMERCIAL GENERAL LIABILITY TU I PREMISES Ea cecurrencel 61,000,000 A CLAIMS -MAGE � OCCUR MED EXP (Any one Person) $ 10,000 X General Liab 61 SBM PD3955 01/10/2013 01/10/2014 PERSONAL &ADV INJURY $ 1 000 000 GENERAL AGGREGATE $ 31 OO, OOO GENT AGGR GATE � LIMIT �IPPyLIIS PER: PRO- PRODUCTS - COMP/OP AGG s2,000,000 $ POLICY � LOC AUTOMOSRE U481UT' COMBINED SINGLE LIMIT Me accident) $ 1,000,000 ANYAUTO BODILY INJURY01p1.) $ A ALL OWNED SCHEDULED AUTDS 61 SBM PD3955 01/10/2013 01/10/2014 BODILY INJURY(Pereccidecd S AUTOS X HIRED AUTOS X NON -OWNED PROPERTY DAMAGE $ AUTOS IPer..ddeml ; UNBR£LLA UAB OCCUR EACH OCCURRENCE $ EXCESS UAB- CLAIMS -MADE El 1:1 AGGREGATE $ D RETENTION $ $ WORKERS CONPENSA TION WC STATU- OTH AA9)EMP1BYEflS'LNBRNY YIN TDRY LIM TG ER E1. EACH ACCIDENT $ ANY PROPRIETORIPARTNERIEXECUTWE OFFICERIMEMBEREXCLUDED] N/A E.L. DISEASE - EA EMPLOY ; IAHndrory in NN/ If ye& describe under E.L. DISEASE -POLICY LIMIT 6 DESCRIPTION OF OPERATIONS below OESCRN'TION OF OPERA WNS /LOCATIONS/VEHICLES (A)teah ACORO 101. AddshnarRaeau*a SuAedab. arcane sPce h"~1 Those usual to the Insured's Operations. CERT iFICH 1 E HOLDER CANCELLATION 0 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED CITY OF ROSEMEAD BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE ALL PUBLIC WORKS PROJECTS DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTNORIIPOMPRESEATATIVE 8838 VALLEY BLVD ROSEMEAD, CA 91770 7rz-T— 0 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD . l;;:: 10 2 (oz,TTM CERTIFICATE OF LIABILITY INSURANCE R001 ) CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 02-11-2013 THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and Conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: TWFG INSURANCE SERVICES INC/PHS PAN/°C"Ne Ex: (866)467-8730 IA C, Nn): (877)905-0457 614728 P:(866)467-8730 F:(877)905-0457 AI PO BOX 33015 ADDRESS: INSURER(S) AFFORDING COVERAGE NAICN SAN ANTONIO TX 78265 INSURER A: Sentinel Ins Co LTD INSURED jNSURER B JOSE LOERA DBA JLS ENGINEERING & INSURER C ASSOCIATES A 1107 HARE AVE INSURER D INSURI R E WALNUT CA 91789 INSURER F 01/10/2014 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE OLICIE§_OFIN6URANCE LASTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT; -TERM -.OR. CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. w5ft LTR TYPE O£ M WIANCE L INSR SUER WVD PO(ICY NINIRER MY E££ (MMND/VYYYI POLICY E M1M/DD/YVI'N LIMITS GENERAL LMBRNY EACH OCCURRENCE 8 1 0OO OOO COMMERCIAL GENERAL LIABILITY _ PREMISES (Ea occurrence) 5 1,000, 000 A CLAIMS -MADE � OCCUR X General Liab 61 SBM PD3955 01/10/2013 01/10/2014 MED EXP (My one Pemon) $ 10,000 PERSONAL &ADV INJURY 61.000,000 GENERAL AGGREGATE 5 2,000, 000 GEN'L AGGREGATEUM,1T APPLIES PER: POLICY ❑PPD- LOC PRODUCTS-COMP/OP AGG 52,000, 000 6 AUTOMUML£ LMBNRV COMBINED SINGLE LIMIT 5 1, OOO, OOO (Ea accident) BODILY INJURY IPer person) $ ANYAUTO BODILY INJURY (Peraccidant) 5 A ALL OWNED SCHEDULED 61 SBM PD3955 01/10/2013 01/10/2014 PROPERTY DAMAGE Wer accident) 5 AUTOS AUTOS X HIRED AUTOS X NON -OWNED AUTOS 6 UMBRELLA LMB OCCUR EACH OCCURRENCE $ AGGREGATE 5 EXCESS LIAR CLAIMS -MADE DE I RETENTION 5 5 WORMERS COMPENSA NON AAD EMPLOYERS' LIARIUTY Y / N ANY PROPNETOR/PAWNERIEXECUTIVE❑ OFFICER/MEMBEREXCLUDEDl NIA❑ WCSTATU- OTH- TORY LIMITS ER E.L. EACH ACCIDENT 6 IMendefory wNN E.L. DISEASE - EA EMPLOYE 5 If Ves,tlescribe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 5 L1 11 DESCRNnON OF ORERANONS/LOCATMNS/VENCLES(Alfesh ACORO 101, AddA,onelRc &. SMedah, ff. space&;;e7e, Those usual to the Insured's Operations. ('FRTIFI(:ATE HOLDER CANCELLATION ACORD 25 (2010/05) ® 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED CITY OF ROSEMEAD BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE ALL PUBLIC WORKS PROJECTS DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZEDREPRESENTATIV£ 8838 VALLEY BLVD ROSEMEAD, CA 91770 7a -c_ 7 c,G(oy— ACORD 25 (2010/05) ® 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD . l;;:: 10 2 (oz,TTM CERTIFICATE OF LIABILITY INSURANCE R001 ) CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 02-11-2013 THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and Conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: TWFG INSURANCE SERVICES INC/PHS PAN/°C"Ne Ex: (866)467-8730 IA C, Nn): (877)905-0457 614728 P:(866)467-8730 F:(877)905-0457 AI PO BOX 33015 ADDRESS: INSURER(S) AFFORDING COVERAGE NAICN SAN ANTONIO TX 78265 INSURER A: Sentinel Ins Co LTD INSURED jNSURER B JOSE LOERA DBA JLS ENGINEERING & INSURER C ASSOCIATES A 1107 HARE AVE INSURER D INSURI R E WALNUT CA 91789 INSURER F 01/10/2014 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE OLICIE§_OFIN6URANCE LASTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT; -TERM -.OR. CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. w5ft LTR TYPE O£ M WIANCE L INSR SUER WVD PO(ICY NINIRER MY E££ (MMND/VYYYI POLICY E M1M/DD/YVI'N LIMITS GENERAL LMBRNY EACH OCCURRENCE 8 1 0OO OOO COMMERCIAL GENERAL LIABILITY _ PREMISES (Ea occurrence) 5 1,000, 000 A CLAIMS -MADE � OCCUR X General Liab 61 SBM PD3955 01/10/2013 01/10/2014 MED EXP (My one Pemon) $ 10,000 PERSONAL &ADV INJURY 61.000,000 GENERAL AGGREGATE 5 2,000, 000 GEN'L AGGREGATEUM,1T APPLIES PER: POLICY ❑PPD- LOC PRODUCTS-COMP/OP AGG 52,000, 000 6 AUTOMUML£ LMBNRV COMBINED SINGLE LIMIT 5 1, OOO, OOO (Ea accident) BODILY INJURY IPer person) $ ANYAUTO BODILY INJURY (Peraccidant) 5 A ALL OWNED SCHEDULED 61 SBM PD3955 01/10/2013 01/10/2014 PROPERTY DAMAGE Wer accident) 5 AUTOS AUTOS X HIRED AUTOS X NON -OWNED AUTOS 6 UMBRELLA LMB OCCUR EACH OCCURRENCE $ AGGREGATE 5 EXCESS LIAR CLAIMS -MADE DE I RETENTION 5 5 WORMERS COMPENSA NON AAD EMPLOYERS' LIARIUTY Y / N ANY PROPNETOR/PAWNERIEXECUTIVE❑ OFFICER/MEMBEREXCLUDEDl NIA❑ WCSTATU- OTH- TORY LIMITS ER E.L. EACH ACCIDENT 6 IMendefory wNN E.L. DISEASE - EA EMPLOYE 5 If Ves,tlescribe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 5 L1 11 DESCRNnON OF ORERANONS/LOCATMNS/VENCLES(Alfesh ACORO 101, AddA,onelRc &. SMedah, ff. space&;;e7e, Those usual to the Insured's Operations. ('FRTIFI(:ATE HOLDER CANCELLATION ACORD 25 (2010/05) ® 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED CITY OF ROSEMEAD BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE ALL PUBLIC WORKS PROJECTS DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZEDREPRESENTATIV£ 8838 VALLEY BLVD ROSEMEAD, CA 91770 7a -c_ 7 c,G(oy— ACORD 25 (2010/05) ® 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD S E M P O 614 C'1 5101 ' 0RPoRATEO 5959 PROFESSIONAL SERVICES AGREEMENT HSIP — GARVEY AVENUE & WALNUT GROVE AVENUE - DESIGN (JLS ENGINEERING & ASSOCIATES) PARTIES AND DATE. This Agreement is made and entered into this2� day of } G AA 20a (Effective Date) by and between the City of Rosemead, a municipal organizatiob 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 JLS Engineering & Associates with its principal place of business at 1107 Hare Avenue, Diamond Bar, 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 engineering design 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 engineering design services for the HSIP Project — Garvey Avenue & Walnut Grove Avenue ("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 engineering design services necessary for the Project, herein referred to as "Services". The Services are more JLS ENGINEERING & ASSOCIATES Page 2 of 10 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 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 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 JLS ENGINEERING & ASSOCIATES Page 3 of 10 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. JLS ENGINEERING & ASSOCIATES 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 Fifteen Thousand Dollars ($15,000.00). Extra Work maybe 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 JLS ENGINEERING & ASSOCIATES 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 anytime 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 mayprocure, 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: JLS ENGINEERING & ASSOCIATES Page 6 of 10 CONSULTANT: JLS Engineering & Associates 1107 Hare Court CITY: Diamond Bar, CA 91789 Attn: Mr. Jose Loera, P.E. Phone: (909) 598-5030 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 JLS ENGINEERING & ASSOCIATES 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. JLS ENGINEERING & ASSOCIATES 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 vidlation 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 JLS ENGINEERING & ASSOCIATES 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] JLS ENGINEERING & ASSOCIATES Page 10 of 10 CITY OF ROSEMEAD Attest: Gloria Molleda, City Clerk Date Approved as to Form: lvaz �e 3 achel H. ki&hman Date City Attorney JLS ENGINEERING & ASSOCIATES By. �? -/,? -/3 Date Name: t/ar'7: Title: [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONSULTANT REQUIRED] Name: Title: Date JLS ENGINEERING & ASSOCIATES EXHIBIT A SCOPE OF SERVICES SEE REQUEST FOR PROPOSAL (RFP) AND CONSULTANT'S PROPOSAL A-1 JLS ENGINEERING & ASSOC. 1107 Hare Avenue Diamond Bar, CA 91789 (909) 598-5030 office (626) 705-4305 cell February 5, 2013 Mr. Sean Sullivan City of Rosemead Department of Public Works 8838 East Valley Boulevard Rosemead, CA 91770 Subject: Proposal for the preparation of plans, specifications and estimates for the Highway Safety Improvement Project (HSIP) at Garvey Avenue/Walnut Grove Avenue project within the City of Rosemead Dear Mr. Sullivan: Per your request, JLS Engineering is pleased to submit this proposal to provide Engineering services for the above -referenced project. This proposal is for Engineering services in connection with the preparation of plan, specifications and construction cast estimate (PS&E) for the HSIP Garvey Avenue / Walnut Grove Avenue project in the City of Rosemead. Scope of work: Our scope of work includes necessary work required for the preparation of the signal modification plans, civil plans, irrigation and landscaping plans. The following is a description of items included in this proposal: • JLS Engineering will meet with your staff prior to the beginning of the work to discuss all aspects of the project, including project time frame, design alternatives, cost estimate and other pertinent details of the project. • JLS Engineering will gather copies of all available street improvement plans, survey of records, traffic signal plans, and timing sheets from the County and City. • Preparation of utility notices to all utility agencies within the project limits. • A field survey and inventory of exiting under ground and above ground utilities. • Survey project limits at 100' intervals to prepare base plans. • Review of existing maintenance log to determine existing operation of the signal and address any extraordinary maintenance issues raised by Republic (City's traffic signal maintenance company). • City to provide boiler plate of front documents in electronic format for JLS Engineering to incorporate technical specifications into the final project specifications. • JLS Engineering to provide technical support during bidding process of the project and construction support. • Submittal of plan, specifications and construction cost estimate at 65% 90% and 100%. • A complete set of plans, specifications and construction cost estimate in a reproducible format will be submitted to the City. Schedule: We will have final plans, specifications and constriction cost estimate within 30 working days from award of contract for the traffic signal modification project (PS&E). The time line does not account for the City's review time. Fee: Preparation of three traffic signal modifications plans. $14,500.00 Survey of deficient vehicle heads and emergency vehicle preemption on a table format. $500.00 Traffic control plans, timing and coordination timing sheets are not included on the fee proposal, Alternate Proposals :ILS Engineering will perform a survey of the project limits for the design of the raised medians, landscaping and irrigation at 100' intervals. The civil plans will only show the existing right-of-way, center line of the street, curb and gutter and road utilities. We will have final plans, specifications and construction cost estimate within 50 working days from award of contract for the civil part of the project. If the City awards the alternate services both traffic and civil will be design simultaneously. The time line does not account for the City's review time. Fee: Field survey. $17,600.00 Preparation of civil plans. $9,600.00 Preparation of landscape and irrigation plans. $15,600.00 Thank you for considering JLS Engineering for this work. We look forward to working with you on this project. Should you have any questions, please feel free to contact me at (626) 705-4305. Since 11,y,'..ose L.oera Project Engineer JLS ENGINEERING & ASSOCIATES 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. 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 insuretl'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. JLS ENGINEERING & ASSOCIATES 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 Vll. 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 JLS ENGINEERING & ASSOCIATES 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. M JLS ENGINEERING & ASSOCIATES 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 I:isl JLS ENGINEERING & ASSOCIATES 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. MER c.tw.k- rtb E M P S O 9 C-1 5 10 1 Q�Q ' ORPOq TED \459 PROFESSIONAL SERVICES AGREEMENT ,HSIP - GARVEY AVENUE & WALNUT GROVE AVENUE - DESIGN (JLS ENGINEERING & ASSOCIATES) PARTIES AND DATE. This Agreement is made and entered into thisZ� day of G AJ 20& (Effective Date) by and between the City of Rosemead, a municipal organizatiob organized underthe laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and JLS Engineering & Associates with its principal place of business at 1107 Hare Avenue, Diamond Bar, 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 engineering design 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 engineering design services for the HSIP Project - Garvey Avenue & Walnut Grove Avenue ("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 engineering design services necessary for the Project, herein referred to as "Services". The Services are more AS ENGINEERING & ASSOCIATES Page 2 of 10 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 Citythat 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 Project or a threat to the safety of persons or property, shall be promptly removed from the JLS ENGINEERING & ASSOCIATES Page 3 of 10 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. JLS ENGINEERING & ASSOCIATES 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 Fifteen Thousand Dollars ($15,000.00). 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 JLS ENGINEERING & ASSOCIATES 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: JLS ENGINEERING & ASSOCIATES Page 6 of 10 CONSULTANT: JLS Engineering & Associates 1107 Hare Court Diamond Bar, CA 91789 Attn: Mr. Jose Loera, P.E. Phone: (909) 598-5030 CITY: 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 notwithin 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 JLS ENGINEERING & ASSOCIATES 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. JLS ENGINEERING & ASSOCIATES 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 solicitor 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 JLS ENGINEERING & ASSOCIATES 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] JLS ENGINEERING & ASSOCIATES Page 10 of 10 CITY OF ROSEMEAD Attest: _ a z Gloria M.Heda, City Clerk Date Approved as to Form: e 3 achel H. Ri6hman Date City Attorney JLS ENGINEERING & ASSOCIATES By: V -ia -/-? Date Name: 1/.r,- Gocr� Title: [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONSULTANT REQUIRED] Name: Title: Date JLS ENGINEERING & ASSOCIATES 44:11-311 r_1 SCOPE OF SERVICES SEE REQUEST FOR PROPOSAL (RFP) AND CONSULTANT'S PROPOSAL ' A-1 JLS ENGINEERING & ASSOC. 1107 Hare Avenue Diamond Bar, CA 91789 (909) 598-5030 office (626) 705-4305 cell February 5, 2013 Mr. Sean Sullivan City of Rosemead Department of Public Works 8838 East Valley Boulevard Rosemead, CA 91770 Subject: Proposal for the preparation of plans, specifications and estimates for the Highway Safety Improvement Project (HSIP) at Garvey Avenue/Walnut Grove Avenue project within the City of Rosemead Dear Mr. Sullivan: Per your request, JLS Engineering is pleased to submit this proposal to provide Engineering services for the above -referenced project. This proposal is for Engineering services in connection with the preparation of plan, specifications and construction cost estimate (PS&E) for the HSIP Garvey Avenue / Walnut Grove Avenue project in the City of Rosemead. Scope of work: Our scope of work includes necessary work required for the preparation of the signal modification plans, civil plans, irrigation and landscaping plans. The following is a description of items included in this proposal: o JLS Engineering will meet with your staff prior to the beginning of the work to discuss all aspects of the project, including project time frame, design alternatives, cost estimate and other pertinent details of the project. o JLS Engineering will gather copies of all available street improvement plans, survey of records, traffic signal plans, and timing sheets from the County and City. e Preparation of utility notices to all utility agencies within the project limits. o A field survey and inventory of exiting under ground and above ground utilities. u Survey project limits at 100' intervals to prepare base plans. o Review of existing maintenance log to determine existing operation of the signal and address any extraordinary maintenance issues raised by Republic (City's traffic signal maintenance company). o City to provide boiler plate of front documents in electronic format for JLS Engineering to incorporate technical specifications into the final project specifications. JLS Engineering to provide technical support during bidding process of the project and construction support. Submittal of plan, specifications and construction cost estimate at 65%, 90% and 100%. A complete set of plans, specifications and construction cost estimate in a reproducible format will be submitted to the City. Schedule: We will have final plans, specifications and construction cost estimate within 30 working days from award of contract for the traffic signal modification project (PS&E). The time line does not account for the City's review time. Fee: Preparation of three traffic signal modifications plans. $14,500.00 Survey of deficient vehicle heads and emergency vehicle preemption on a table format. $500.00 Traffic control plans, timing and coordination timing sheets are not included on the fee proposal. Alternate ar000sals JLS Engineering will perform a survey of the project limits for the design of the raised medians, landscaping and irrigation at 100' intervals. The civil plans will only show the existing right-of-way, center line of the street, curb and gutter and road utilities. We will have final plans, specifications and construction cost estimate within 50 working days from award of contract for the civil part of the project. If the City awards the alternate services both traffic and civil will be design simultaneously. The time line does not account for the City's review time. Fee: Field survey. $17,600.00 Preparation of civil plans. $9,600.00 Preparation of landscape and irrigation plans. $15,600.00 Thank you for considering JLS Engineering for this work. We look forward to working with you on this project. Should you have any questions, please feel free to contact me at (626) 705-4305. ;Since ely, c/^ A ose Loera � Project Engineer JLS ENGINEERING &_ASSOCIATES 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,OOD 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. V5 JLS ENGINEERING & ASSOCIATES 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- orbetter and a minimum financial size Vll. 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. 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. :IA JLS ENGINEERING & ASSOCIATES 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. B-3 JLS ENGINEERING & ASSOCIATES 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 ME JLS ENGINEERING & ASSOCIATES 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. M PROFESSIONAL SERVICES AGREEMENT MISSION DRIVE PROJECT — SIGNING/ STRIPING PLANS (JLS ENGINEERING & ASSOC.) PARTIES AND DATE. C13902 This Agreement is made and entered into this C14-" day of CW 2012— by and between the City of Rosemead, a municipal organization organized and r the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City') and JLS Engineering & Assoc., with its principal place of business at 1107 Hare Ave., Diamond Bar, CA 91789 ("Consultant'). City and Consultant are sometimes individually referred to herein as `Party" and collectively as "Parties." 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 signing and striping plans 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 services as: Signing and Striping Plans for Mission Drive, from Rosemead Blvd. to Westerly City limits, (`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 JLS Engineering & Assoc. Page 2 of 10 customary work necessary to fully and adequately supply professional signing and striping plans necessary for the Project, herein referred to as "Services". The Services are more particularly described in the Consultant's Proposal (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 commence after the effective date of this agreement and shall continue until October 30, 2012, 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 if 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 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 •JLS Engineering & Assoc. Page 3 of 10 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 ortimely 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 City Associate Engineer, or his/ 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 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, -•JLS Engineering & Assoc. Page 4 of 10 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: 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 Four Thousands Five Hundred Dollars ($4,500.00). Extra Work maybe 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. -JLS Engineering & Assoc. Page 5 of 10 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 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. •JLS Engineering & Assoc. Page 6 of 10 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: JLS Engineering & Assoc. 1107 Hare Avenue Diamond Bar, CA 91789 Attn: Mr. Jose Loera, Project Engineer CITY: City of Rosemead 8838 E. Valley Blvd. Rosemead, CA 91770 Attn: Rafael Fajardo — Associate Engineer 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 ••JLS Engineering & Assoc. Page 7 of 10 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 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, consultants, 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. •JLS Engineering & Assoc. Page 8 of 10 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. 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 solicitor 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, JLS Engineering & Assoc. Page 9 of 10 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 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 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] -JLS Engineering & Assoc. Page 10 of 10 CITY OF ROSEMEAD By: k /12,- Chris lyChris Marcarello, Date Director of Public Works Attest: Gloria-Mollecla, City Clerk Date JLS Engineering & Associates By: J2--3-12- IV 3-iZ Date Name: L, Z." Title: (lin�ypa/ CirY/naey [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONSULTANT REQUIRED] 0 Title: EXHIBIT A SCOPE OF SERVICES CONSULTANT'S PROPOSAL A-1 JLS ENGINEERING & ASSOC. 1107 Hare Avenue Diamond Bar, CA 91789 (909) 598-5030 office (626) 705.4305 cell December 15, 2011 Mr. Rafael Fajardo City of Rosemead Department of Public Works 8838 East Valley Boulevard Rosemead, CA 91770 Subject: Proposal for the preparation of Signing and Striping plans for Mission Drive from West City Limits to Rosemead Boulevard in the City of Rosemead Dear Mr. Fajardo: Per your request, JLS Engineering is pleased to submit this proposal to provide Traffic Engineering services for the above -referenced project. This proposal is for Engineering services in connection with the preparation of plans, specifications and construction cost estimate (PS&E) for the signing and striping plans on Mission Drive from West City Limits to Rosemead Boulevard in the City of Rosemead. Scone of work: Our scope of work includes necessary work required for the preparation of the signing and striping plans. The following is a description of items included in this proposal: • JLS Engineering will meet with your staff prior to the beginning of the work to discuss all aspects of the project, including project time frame, design alternatives, cost estimate and other pertinent details of the project. • We will gather copies of all available street improvement plans from the County and City. • A detail field survey and inventory within the limit of the project scope. • A complete set of plans, specifications and consfruction cost estimate in a reproducible format will be submitted to the City. Schedule: We will have final plans, specifications and construction cost estimate within 20 working days from award of contract. The time line does not account for the City's review time. Fee: Our fee for the services described above shall not exceed $4,500.00. Thank you foreonsidet a "E $ ngmeenng For this work. we took forward to working with you on this project. Should you have any questions, please contact me at (626) 7054305. Sincerely Jose Lo6a Project Engineer ACCEPTED BY: Signature: Date: 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) orthe 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: 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 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. 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. 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. MR 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 M. 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. M Commercial Certificate of Insurance FARMERS* Agency • Dwaine Hayes Name . 150 N San Dimas Ave Ste 101 Issue Dale (MM/DD/YY) pq/l l/l1 & • San Dimas, CA 91773-2661 ' Address • 909 394-5600 This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend, extend or alter the St 29 Dist. 09 Agent 305 coverage afforded by the policies shown below. � . Companies Providing Coverage: Insured Company A Truck Insurance Exchange . Jose Loera tetter Name JLS Engineering & Associates Company B Farmers Insurance Exchange & 1107 Hare Avenue tter CMid-Century Insurance Company Address Walnut, CA 91789 LettrCompany IRI[Cf Company Letter . Coverages This is to certify that the policies of insurance listed below have been issued to the insured named above for the policy period indicated. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies. Limits shown may have been reduced by paid claims. Co. Ln. T e of Insurance yp Polic Number y Policy Effective Date (MM/DD/Yy) Policy Expiration Date (MM/DENY) Policy Limits B General Liability 604763868 09/11/10 09/11/11 General Aggregate $ 2,000,000 Products-Comp/OPS X Commercial General Aggregate $ 1,000,000 Liability Personal & X - Occurrence Version Advertising Injury $ 1,000,000 Contractual - Incidental Each Occurrence $ 1,000,000 Only Fire Damage (Any one fire) $ 75,000 Owners & Contractors Prot. Medical Expense (Any one person) $ 5,000 Automobile Liability Combined Single All Owned Commercial Limit $ Autos Bodily Injury (Per person) Scheduled Autos $ Hired Autos Bodily Injury (Per accident) $ Non -Owned Autos Garage Liability Property Damage $ Garage Aggregate $ Umbrella Liability Limit $ Workers' Compensation Statutory and Each Accident $ Disease - Each Employee $ Employers' Liability Disease - Policy Limit $ Description of Operations/Vehicles/Restrictions/Special items: Engineering Services - "various projects in the City of Rosemead" Certificate Holder Cancellation . City of Rosemead Should any of the above described policies be cancelled before the expiration date Name . All Public Works Projects thereof, the issuing company will endeavor to mail 30 days written notice to the & • 8838 E Valley Blvd certificate holder named to the left, but failure to mail such notice shall impose no Address Rosemead, CA 91770 obligation or liability of any kind upon the company, its agents or representatives. / � :" i• 1 is � i;. �.'. }:<.(�'..,. i..—, Dwaine Hayes, Agent Authorized Representative , 50-2492 4-94 Copy Distribution: Service Center Copy and Agent's Copy "-01 rom: Noger Larson Faz: +T (Szs abb.blui To qt of rosemeed Faz: +1 626) 307-9218 Pe e 2 of 2 1/10/2012 12'51 ACORO` ERTIFICATE OF LIABILI Y INSUa� CE q/ DAM(MMADIWW) Oe& 01/10/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT:the certificate holder Is an ADDITIONAL INSURED, the po icylies must be endorsed. SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTAC NAME: TWFG Insurance Services PHONE 925-415-5097 925-465-5191 A/L No Ezt � A/C No' i&,—E..,LrIarson@twfg.com 01/10/2013 1201 Lake Woodlands Dr. INSURERIS) AFFORDING COVERAGE NAIC 0 Suite 4020 The Woodlands TX 77380 INSURER A: Hartford Insurance INSURED INSURER e JLS Engineering & Associates INSURER C INSURER D : 1107 Hare Ave INSURER E Walnut CA 91789-3928 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THATTHE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE INSR NND POLICY NUMBER MMIDDIYYYY MMIDD/YYYY LIMITS A GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS -MADE II OCCUR Y 61SBMPD3955 01/10/2012 01/10/2013 EACH OCCURRENCE $ 1000000 PREMISES Eeoccuoemc $ 1000000 MED EXP (My one P.mr) $ 10000 PERSONAL S ADV INJURY $ 1000000 GENERALAGGREGATE $ 2000000 GENL AGGREGATE LIMIT APPLIES PER J POLICY p JCLOC PRODUCTS - COMPIOP AGG ; 2000000 $ AUTOMOBILE LIABILITYU.I. ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS (Ea ercidanl $ BODILY INJURY(Por Gerson) $ BODILY INJURY (Par accident) $ Peroccldanl $ 8 UMBRELLA LIAR EXCESS UAB OCCUR CLAIIdSMADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION ; WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN ANV PROPRIETORPARTNERIEXECUTIVE ❑ OFFICER/MEMSER EXCLUDED' (Mandatory In NH) 11 yeS, dascnbe UMer DESCR I P ION OF OPERATIONS belm NIA WC STATLL OTH- TORY LIMITS ER EL. EACH ACCIDENT $ EL. DISEASE - EAEMPLOYEE $ E. L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Addklanal RemarAa Schedule, If more apace is required) Certificate holder is names as Addib onal Insured as long as there is a written contract in place for all public works projects. Policy Includes HiredfNan-Owned Auto Coverage Clty, of Rosemead 8838 E Valley Blvd Rosemead CA 91770 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. FA -11N.10 144 .1V 4 U Roger Larson All rights reserved. The ACORD name and logo are registered marks of ACORD ci��r rrsioe" (JLS ENGINEERING) This Agreement is made and entered into this day ofJ 20 ("Effective Date") by and between the City of Rosemead, a municipal organisation � 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 JLS Engineering, with its principal place of business at 1107 Hare Ave., Diamond Bar, 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/ Traffic Engineering, Signing and Striping Plans 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 services for the Safe Route To School (SR2S), Cycle 9, State Program, Design Services ("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 Safe Route To School, Cycle 9 - JLS Engineering Page 2 of 10 necessary to fully and adequately supply professional Design/ Traffic Engineering, Signing and Striping Plans necessary for the Project, herein referred to as "Services". The Services are more particularly described in the Consultant's Proposal (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 commence after the "effective date" of this agreement and shall continue until March 31, 2012, 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 if 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 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 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 Safe Route To School, Cycle 9 - JLS Engineering Page 3 of 10 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 Civil Engineer, or his/ 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 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. i 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. Safe Route To School, Cycle 9 - JLS Engineering 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 Twelve Thousand Eight Hundred Dollars ($12,800.00). 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 applicable Safe Route To School, Cycle 9 - JLS Engineering Page 5 of 10 "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 complywith 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 anytime 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: Safe Route To School, Cycle 9 - JLS Engineering Page 6 of 10 CONSULTANT: JLS Engineering & Assoc. 1107 Hare Avenue Diamond Bar, CA 91789 Attn: Mr. Jose Loera CITY: City of Rosemead 8838 East Valley Blvd. Rosemead, CA 91770 Attn: Rafael Fajardo — Associate Civil Engineer 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 data, input data, written information, and other Documents and Data either created by or provided to Consultant in connection with 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. Safe Route To School, Cycle 9 - JLS Engineering Page 7 of 10 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 by law, 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, consultants, 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. Safe Route To School, Cycle 9 - JLS Engineering 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, otherthan 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 Safe Route To School, Cycle 9 - JLS Engineering Page 9 of 10 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] Safe Route To School, Cycle 9 - JLS Engineering Page 10 of 10 CITY OF ROSEMEAD By: J Allred, City Manager at Attest: 1 -%'bloria Molleda, City Cle�,t-- -D iae� Approved as to Form: 41/ . Rachel H. Richman Date City Attorney JLS Engineering & Associates By: 4 Date Name: t/oSe ZceA r r Title:_ P1117c1Dc-/7- & of !�P [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONSULTANT REQUIRED] M Title: EXHIBIT A SCOPE OF SERVICES CONSULTANT'S PROPOSAL A-1 JLS-ENGINEERING 1107 Hare Avenue Diamond Bar, CA 91789 (909) 598-5030 office (626) 705-4305 cell June 20, 2011 Mr. Rafael Fajardo City of Rosemead Department of Public Works 8838 East Valley Boulevard Rosemead, CA 91770 Subject: Proposal for Safe Route to School Project Phase H Dear Mr. Fajardo: Per your request, JLS Engineering is pleased to submit this proposal to provide Traffic Engineering services for the above -referenced project. This proposal is for Engineering services in connection with the preparation of full plans, specifications and construction cost estimate (PS&E) for the safe route to school project phase lI in the City of Rosemead Scone of work: Our scope of work includes necessary work required for the preparation of the traffic calming enhancement project selected by the City for the above referenced project. The following is a description of items included in this proposal: o JLS Engineering will meet with your staff prior to the beginning of the work to discuss all aspects of the project, including project time frame, design alternatives, cost estimate and other pertinent details of the project. ® JLS Engineering will gather copies of all available street improvement, signing and striping and traffic signal plans from the County and City. s JLS Engineering will perform a field survey and inventory of all signing and striping related to the approved suggested route to school program within the limits of the project. s After completion of field survey, JLS Engineering will meet with City staff to discuss and provide additional recommendations or design alternatives. ® JLS Engineering will request utility information from utility companies if required ® JLS Engineering will develop plans, specifications and construction cost estimate in a reproducible format acceptable by the City of Rosemead. • JLS Engineering will meet at least once with the City of Rosemead for clarification, prior to submittal. Fee Task No. Description Rate Total I Meetings with 6ty staff 3 meetings). L.S. $400.00 2 Traffic signal modification plan at Garvey Avenue and Jackson Avenue for 2rotected permissive operation. L.S. $4,004.00 3 Bulb out, in -road lighting, and speed feed back signs Tans. L.S. $4,000.00 4 Si and striping Tans (I mile radius). L.S. $3,000.00 5 Table format identifying replacement of pedestrian count down heads. L.S. $300.00 6 Project map identifying replacement areas for sidewalk. L.S $300.00 7 Preparation of technical provisions and estimates L.S. $800.00 TOTAL COST $12,800.00 Schedule: JLS Engineering will submit final PS&E by July 18, 2011. The time line does not account for the City's review time. Thank you for considering JLS Engineering for this work. We look forward to working with you on this project. Should you have any questions, Please contact me at (626) 705-4305. Sincerely Jose Loera, Project Engineer ACCEPTED BY: Alternative No. Amount approved: Signature: Date: Ma 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. 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_ 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 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. 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. 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. I:ba 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 MM additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 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 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. my ss-zasz 4-sa Copy Distribution: Service Center Copy and Agent s Copy Commercial Certificate of Insurance FARM E Agency Dwaine Hayes Ith Name 150 N San Dimas Ave Ste 101 Issue Date (MM/DDNY) 04/11/1 I & San Dimas, CA 91773-2661 Address 909 394-5600 This certificate is issued as a matter of information only and confers no ri upon the certificate holder. This certificate does not amend, extend or alte coverage afforded by the policies shown below. St 29 Dist 09 Agent 305 Companies Providing Coverage: Insured Company A Truck Insurance Exchange . Jose Loem Letter ompauy B Farmers Insurance Exchange NameJLS Engineering &Associates L tter & 1107 Hare Avenue company C Mid-Century Insurance Company Address Walnut, CA 91789 Letter I) Company Letter Coverages This is to certify that the policies of insurance listed below have been issued to the insured named above for the policy period indicated. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate may be issued or may pertain, the insurance conditions of such policies. Limits shown may have been reduced by afforded by the policies described herein is subject to all the terms, exclusions and paid claims. Co. Type of Insurance Policy Number Policy Effective Policy Expiration policy Limits Date (mnmDDm� Date (MMmO/YY) LV. B General Liability 604763868 09/11/10 09/11/11 General Aggregate Products-Camp/OPS $ 2,000,000 X Commercial General Aggregate $ 1,000,000 Liability Personal & X -Occurrence Version Advertising Injury $ 1,000,000 Contractual - Incidental Each Occurrence $ 1,000,000 Fire Damage Only (Any one fuel $ 75,000 Owners & Contractors Prot. Medical Expense (Any one person) $ 5,000 Automobile Liability Combined Single Limit $ All Owned Commercial Autos Bodily In' ury (Per person) $ Scheduled Autos Hired Autos Bodily Injury (Per accident) $ Non-Owned Autos Property Damage $ Garage Liability Garage Aggregate $ Umbrella Liability Limit $ Workers' Compensation Statutory Each Accident $ and Disease - Each Employee $ Employers' Liability Disease-Policy Limit $ Description of Operations/Vehicles/Restrictions/Special items: Engineering Services - "various projects in the City of Rosemead" Certificate Holder Cancellation City of Rosemead Should any of the above described policies be cancelled before the expiration date . thereof, the issuing company will endeavor to mail 30 days written notice to the Name • All Public Works Projects certificate bolder named to the left, but failure to mail such notice shall impose no & • 8838E Valley Blvd obligation or liability of any kind upon. the company, its agents or representatives. Address Rosemead, CA 91770 Dwaine Hayes, Agent Authorized Representative u-m ss-zasz 4-sa Copy Distribution: Service Center Copy and Agent s Copy CITY OF ROSEMEAD C1 310 04 PROFESSIONAL ,' 4' T,i ► This Agreement is made and entered into this day of 20_. by and between the City of Rosemead, a municipal organization organized under the law' sI of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and JLS Engineering & Assoc., with its principal place of business at 1107 Hare Ave., Diamond Bar, CA 91789 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 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 signing and striping plans 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 services for the Walnut Grove Avenue Resurfacing Project, Phase 2 (Rush Street) ("Project"), also referred to as "Services" as set forth in this Agreement. 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 professional signing and striping plans necessary for the Project, herein referred to as "Services". The Services are more particularly described in the Consultant's Proposal (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. JLS Engineering & Assoc. Page 2 of 10 3.1.2 Term: The term of this Agreement shall commence after the effective date of this agreement and shall continue until december 31, 2011, 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 if necessary to complete the Services 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. 3.2A 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 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. JLS Engineering & Assoc. Page 3 of 10 3.2.5 City's Representative: The City hereby designates the Associate Civil Engineer, or his/ 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 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. JLS Engineering & Assoc. 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 Five Thousands Dollars ($5,000.00). 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 JLS Engineering & Assoc. Page 5 of 10 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. 3.4.1 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. 3.5.1 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 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. JLS Engineering & Assoc. Page 6 of 10 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: JLS Engineering & Assoc. 1107 Hare Avenue Diamond Bar, CA 91789 Attn: Mr. Jose Loera Mlllra City of Rosemead 8838 East Valley Blvd. Rosemead, CA 91770 Attn: Rafael Fajardo — Associate Civil Engineer 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 data, input data, written information, and other Documents and Data either created by or provided to Consultant in connection with 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 JLS Engineering & Assoc. Page 7 of 10 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 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, consultants, 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. JLS Engineering & Assoc. Page 8 of 10 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. 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 solicitor 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 JLS Engineering & Assoc. Page 9 of 10 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. 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. 3.6.1 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] JLS Engineering & Assoc. Page 10 of 10 CITY OF ROSEMEAD By: _ OwA'J", Chris Marcarello, Director of Public Works Attest: \�ljai Gloria Molleda City Clerk JLS Engineering & Associates 13 ZOO By: Dat Name: Itse zc;lcra Title: [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONSULTANT REQUIRED] M Name: Title: CONSULTANT'S PROPOSAL A-1 JI S ENGINEERING & ASSOC. 1107 Hare Avenue Diamond Bar, CA 91789 (909)598-5030 office (626) 705-4305 cell February 22,2011 Mr. Rafael Fajardo City of Rosemead Department of Public Works 8838 East Valley Boulevard Rosemead, CAA 91770 Subjects Proposal for the preparation of Signing and Striping plans for Rush Street from Sam Gabriel Boulevard to East City Limit in the City of Rosemead Dear Mr. Fajardo: Per your request, 3LS Engineering is pleased to submit this proposal to provide Traffic Engineering services for the above-rcfercnced project. This proposal is for Engineering services in connection with the preparation of plans, specifications and construction cost estimate (PS&E) for the signing and striping plans on Rush Street from San Gabriel Boulevard to East City Limits in the City of Rosemead. Scone of work.- Our orks Our scope of work includes necessary work required for the preparation of the signing and striping plans. The following is a description of items included in this proposal: • 3LS Engineering will meet with your staff prior to the beginning of the work to discuss all aspects of the project, including project time frame, design alternatives, cost estimate and other pertinent details of the project. • We will gather copies of all available street improvement plans from the County and City. • A detail field survey and inventory within the limit of the project scope. • A complete set of plans, specifications and construction cost estimate in a reproducible format will be submitted to the City. Schedule: We will have final plans, specifications and construction cost estimate within 20 working days frown award of contract. The time line does not account for the City's review time. Fee: Our fee for the services described above shall not exceed $5,000.00. Thank you for considering ms Engineering for this work. We look forward to working with you on this project. Should you have any questions, please contact me at (626) 705-4305. Sincerely 3o Locra Project Engineer 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. 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. 1.0331 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 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 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 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. 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. MI 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 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. M Commercial Certificate of Insurance Agency Dwaine Hayes Name 150 N San Dimas Ave Ste 101 & San Dimas, CA 91773-2661 Address 909394-5600 St. 29 Dist. 09 Agent 305 Insured Jose Loera Name , ,ILS Gnginecring & Associates & 1107 Hare Avenue Address Walnut, CA 91789 FARMERS' Issue Date (MM/DD/YY) 104/I1/I 1 This certificate is issued as a matter or information only and confers no rights upon the certificate holder. This certificate does not amend, extend or alter the coverage afforded by the policies shown below. Companies Providing Coverage Company A Truck Insurance Exchange Daha' company B Farmers Insurance Exchange Letter company C Mid -Century Insurance Company Lever Company Letter Coverages This is to certify that the polities of insurance listed below have been issued to the insured named above for the policy period indicated. Notwithstanding any requirement, lean or condition of ally contract or other document with respect to which this certificate may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies. Lfntils shown may have been reduced by paid claims. Co. ITT. Type of Insurance UGeneral Liability . X Commercial General Liability X Occurrence Version Contractual- Incidental Only Owners & Contraatms Prot - Automobile Liability All Owners Commercial Autos Scheduled Autos Hired Autos Nun -Owned Autos Garage Liability Policy Number 604763868 Umbrella Liability Workers' Compensation i and 1 Employers' Liability Description of Operations/Vehicles/RestriG suns/Special items: ( Enective Policy Expiration (MM/DD/YY) Date 1MM/fir)/yY) 09/11/10 09/1 I/I I Policy Limits General Aggregate s 2,0001000 Products-Comp/OPS Aggregate S 1.000.000 Personal & Advertising Injury s 1,000,000 Each Occurrence S 1,000,00C) Fire Damage (Any one Ore) S 75,000 Medical Expense (Any one person) $5,000 Combined Single Limit $ Bodily Injury (Per person) S Bodily Injury (Per s accident) Property Damage s Garage Aggregate s Limit S Statutory Each Accident s Disease - Each Employce $ Disease - Policy Limit s Engineering Services - "various projects in the City of Rosemead" Certificate Holder Cancellation City of Rosemead Should any of [lie above described policies be cancelled before the expiration date Name All Public Works Projects thereof, the issuing company will endeavor to mail 30 days written notice TO trip & 8838 F Valley 81vcl certificate holder named to the left, but failure to mail such notice shalt impose no � Address Rosemead, CA 91770 obligation or liability of any kind upon the company, its agents or representatives. Dwaine. Hayes, Agent Authorized Representative sri'd1' a-oa Copy Distribution: Service Center Copy and Agents Copy Hit 7 MIN: 2 i v M This Agreement is made and entered into this day of Apr,) 20 by and between the City of Rosemead, a municipal organization organ zet d'under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City') and JLS Engineering & Assoc., with its principal place of business at 1107 Hare Ave., Diamond Bar, CA 91789 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 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 signing and striping plans 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 services for the Walnut Grove Avenue Resurfacing Project, Phase 1 ("Project"), also referred to as "Services" as setforth in this Agreement. 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 customarywork necessary to fully and adequately supply professional signing and striping plans necessary for the Project, herein referred to as "Services". The Services are more particularly described in the Consultant's Proposal (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. JLS Engineering & Assoc. Page 2 of 10 3.1.2 Term: The term of this Agreement shall commence after the effective date of this agreement and shall continue until December 31, 2011, 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 if necessary to complete the Services 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 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 Associate Civil Engineer, or his/ her designee, to act as its representative for the performance of this JLS Engineering & Assoc. Page 3 of 10 Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of 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. 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. JLS Engineering & Assoc. Page 4 of 10 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 Five Thousands Dollars ($5,000.00). 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 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 JLS Engineering & Assoc. Page 5 of 10 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. 3.4.1 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. 3.5.1 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 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: JLS Engineering & Assoc. Page 6 of 10 CONSULTANT: JLS Engineering & Assoc. 1107 Hare Avenue Diamond Bar, CA 91789 Attn: Mr. Jose Loera CITY: City of Rosemead 8838 East Valley Blvd. Rosemead, CA 91770 Attn: Rafael Fajardo — Associate Civil Engineer 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 data, input data, written information, and other Documents and Data either created by or provided to Consultant in connection with 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. JLS Engineering & Assoc. Page 7 of 10 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, consultants, 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. JLS Engineering & Assoc. 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 solicitor 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. JLS Engineering & Assoc. Page 9 of 10 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. 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. 3.6.1 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] JLS Engineering & Assoc. Page 10 of 10 CITY OF ROSEMEAD By: C Chris Marcarelio, Director of Public Works Attest: y-1?®wll Date *GonaFh`tlle�da�� City Clerk JLS Engineering & Associates By: Name: _y6se- zow@ Title: r a env [if Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONSULTANT REQUIRED] M Name: Title: �YsZs7��r7���:is1L*]�y CK032LUMM, IN1UMBI'Mful SIMI A-1 JLS ENGINEERING & ASSOC. 1147 Hare Avenue Diamond Bar, CA 91789 (909)598-5034 office (626) 705-4305 cell February 23, 2011 Mr. Rafael Fajardo City of Rosemead Department of Public Works 8838 East Valley Boulevard Rosemead, CA 91770 Subject: Proposal for the preparation of Signing and Striping plans for Walnut Grove Avenue from San Gabriel Boulevard to Garvey Avenue in the City of Rosemead Dear Mr. Fajardo: Per your request, JLS Engineering is pleased to submit this proposal to provide Traffic Engineering services for the above -referenced project. This proposal is for Engineering services in connection with the preparation of plans, specifications and construction cost estimate (FSS for the signing and striping plans on Walnut Grove Avenue from San Gabriel Boulevard to Garvey Avenue in the City of Rosemead. Scone of work: Our scope of work includes necessary work required for the preparation of the signing and striping plans. The following is a description of items included in this proposal: ® JLS Engineering -will meet with your staff prior to the beginning of work to discuss all aspects of the project, including project time frame, design alternatives, cost estimate and other pertinent details of the project. e We will gather copies of all available street improvement plans from the County and City. ® A detail field survey and inventory within the limit of the project scope. a A complete set of plans, specifications and construction cost estimate in a reproducible format will be submitted to the City. Schedule: We will have final pians, specifications and construction cost estimte within 30 working days from award of contract. The time line does not account for the City's review time. Our fee for the services described above shall not exceed $5,000.00. Thank you for considering ,ILS Engineering for this work. We look forward to working with you on this project. Should you have any questions, please contact me at (626) 7054305. Sincerely o. ose Loe Project Engineer #9 Si Hate: WIM-1 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. 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 - - isease.- -- 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. IN 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 admitted carriers in the state of California and with an A.M. Bests rating of A- orbetter 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. 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. IM 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 M additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 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. -- 187Requirements-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 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. ME Commercial Certificate of Insurance Agency Dwaine Hayes Name 150 N San Dimtts Ave Ste 101 • San Dimas, CA 91773-2661 Address 909 394-5600 St. 29 Dist. 09 Agent 305 Insured . Jose Locra Name . JLS Engineering & Associates & • 1107 Hare Avenue Address • Walnut, CA 91789 'IPiMIP9` LPW l�: FARMERS Issue Date (MM/DD/YY) 104/1 l/ll This certificate Is issued as a matter of information only and confers no lights upon the certificate holder. This certificate does not amend, extend or alter the coverage afforded by the policies shown below. Companies Providing Coverage: company A 'Truck Insurance Exchange I'lle,' company B Farmers Insurance Exchange letter Company C Mid -Century Insurance Company Letter Company Lefler Coverages LThis is to certify that the policies of insurance listed below have been issued to the insured named above for the policy period Indicated. Notwithstanding any requirement, term or condition of ally contract or 011ier document with respect to which this certificate may he issued or may pertain, the Insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions Of such policies. Limits shown may have been reduced by paid claims. Co ( Ll bI Ell'ecuve Policy Expiration I u. Type of [nxmance I Policy Number lJ Ite IMM/DD/YY) Date IMMmonn I Policy Limits 13 General Liabilityd 1 General Aggregate s o (104763868 (39/11/10 0)/11/11 ,000.000 X Commercial General Products Comp/Ops Aggregate S 1,000,000 Liability Personal & X - Occurrence Version Advertising Injury s 1,000,000 Contractual - Incidental Each Occurrence S 1 000 000 OnlyFire Damage (Any one Ore) S 75,000 Owners & Contractors Prot. Medial Expense (Any rine person) $ 5,000 Automobile Liability Combined Single All Owned Commercial Limit $ Autos '.. Bodily In cry Scheduled Autos ([let persolii $ Hired Autos Bodily Injury $ Non -Owned Autos (Per aiddent) Garage Liability Property Damage $ Garage Aggregate $ Umbrella Liability Limit $ I- Workers' Compensation Statutory and Each Accident - $ Disease - Each Employee $ Employers' Liability Disease - Policy Limit S Description of Operations/Vehicles/Reshictions/Special items: Engineering Services - "various projects in the City of Rosemead" Certificate Holder . City of Rosemead Name . All Public Works Projects & • 8838 R Valley Blvd Address • Rosemead, CA 91770 ,az40z 4-94 Cancellation Should any of the above described policies be cancelled before the expiration date thereof, the issuing company will endeavor to mail 30 days written notice to the certificate holder named to the left, but failure to mail such notice sliali impose no obligation or liability of any kind upon the company, its agents or representatives. 2t�z CITY OF ROSEMEAD PROFESSIONAL SERVICES AGREEMENT HELLMAN AVE. RESURFACING PROJECT — SIGNING/ STRIPING PLANS (JLS ENGINEERING & ASSOC.) PARTIES AND DATE. This Agreement is made and entered into this 7+11 dayo6 JEC 20� by and between the City of Rosemead, a municipal organization organ -i end underthe laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and JLS Engineering & Assoc., with its principal place of business at 1107 Hare Ave., Diamond Bar, 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 signing and striping plans 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 services for the Hellman Ave. Resurfacing Project ("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 professional signing and striping plans necessary for the Project, herein referred to as "Services". The Services are more particularly described in the Consultant's Proposal (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. JLS Engineering & Assoc. Page 2 of 10 3.1.2 Term: The term of this Agreement shall commence after the effective date of this agreement and shall continue until June 30, 2011, 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 if 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 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 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. JLS Engineering & Assoc. Page 3 of 10 3.2.5 City's Representative: The City hereby designates the City Engineer, or his/ 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 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. JLS Engineering & Assoc. Page 4 of 10 3.2.10 Insurance: Consultant shall maintain priorto 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 Four Thousands Five Hundred Dollars (84,500.00). 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 JLS Engineering & Assoc. Page 5 of 10 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 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. JLS Engineering & Assoc. Page 6 of 10 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: JLS Engineering & Assoc. 1107 Hare Avenue Diamond Bar, CA 91789 Attn: Mr. Jose Loera CITY: City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Rafael Fajardo — Associate Engineer 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 underthis 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 anyway 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 JLS Engineering & Assoc. Page 7 of 10 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. r 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 recoverfrom 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, consultants, 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. JLS Engineering & Assoc. Page 8 of 10 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 ortheir 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 warrantsthat it has not employed nor retained any company or person, other than a bona fide employee working JLS Engineering & Assoc. Page 9 of 10 solely for Consultant, to solicitor 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 orother 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] ,n JLS Engineering & Assoc. Page 10 of 10 CITY OF ROSEMEAD By - Chris Marcarello, Date / Director of Public Works Attest: Gloria Molleda City Clerk JLS Engineering & Associates By: -04-- v Name:16re Title: &IC410Q1 � c� [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONSULTANT REQUIRED] By: Title: EXHIBIT A SCOPE OF SERVICES CONSULTANT'S PROPOSAL A-1 JLS ENGINEERING & ASSOC. 1107 Hare Avenue Diamond Bar, CA 91789 (909) 598-5030 office (626) 705-4305 cell August 10, 2010 Mr. Rafael Fajardo City of Rosemead Department of Public Works 8838 East Valley Boulevard Rosemead, CA 91770 Subject: Proposal for the preparation of Signing and Striping plans for Hellman Avenue from New Avenue to Walnut Grove Avenue in the City of Rosemead Dear Mr. Fajardo: Per your request, JLS Engineering is pleased to submit this proposal to provide Traffic Engineering services for the above -referenced project. This proposal is for Engineering services in connection with the preparation of plans, specifications and construction cost -estimate (PSE) forthe signing and striping plans on Hellman Avenue from New Avenue to Walnut Grove Avenue in the City of Rosemead. Scope of work: Our scope of work includes necessary work required for the preparation of the signing and striping plans. The following is a description of items included in this proposal: • JLS Engineering will meet with your staff prior to the beginning of the work to discuss all aspects of the project, including project time frame, design alternatives, cost estimate and other pertinent details of the project. • We will gather copies of all available street improvement plans from the County and City. • A detail field survey and inventory within the limit of the project scope. • A complete set of plans, specifications and construction cost estimate in a reproducible format will be submitted to the City. Schedule: We will have final plans, specifications and construction cost estimate within 10 working days from award of contract. The time line does not account for the City's review time. Fee: Our fee for the services described above shall not exceed $4,500.00. Thank you for considering JLS Engineering for this work. We look forward to working with you on this project. Should you have any questions, please contact me at (626) 705-4305. Sincerely se Loera Project Engineer ACCEPTED BY: Signature: Date: 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. 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 B-1 less than $1,000,000.00 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 omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed underthis 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: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 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. 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 WA or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. 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. M FFj 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. 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 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. M 2.Ioz Commercial Certificate of Insurance FARMERS* Agency Dwaine Hayes Name 150 N San Dimas Ave Ste 101 Issue Date (MM/DD/YY) 07/21/10 ` & San Dimas, CA 91773-2661 �..ddress 909-394-5600 This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend, extend or alter the St. 29 Dist. 09 Agent 305 coverage afforded by the policies shown below. Companies Providing Coverage: Insured Company A Truck Insurance Exchange . JOSE LOERA Letter Name . JLS ENGINEERING & ASSOCIATES Company B Farmers Insurance Exchange & • 1107 HARE AVENUE Letter Company C Mid -Century Insurance Company Address • WALNUT, CA 91789 Letter Company Letter Coverages This is to certify that the policies of insurance listed below have been issued to the insured named above for the policy period indicated. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies. Limits shown may have been reduced by paid claims. � r. Type of Insurance Policy Number Effective Date (MMIDDiYY) ion Date (nnx MM) Policy Limits B General Liability 604763868 09/11/0_9 09/11/10 General Aggregate $ 2,000,000 X Commercial General Liability i" t T_ Products-Comp/OPS Aggregate $ 1,000,000 +, a : -•'- P . {;ITV 0- ti:;Qy_'. i' .t i Personal & X - Occurrence Version - ----- — Advertising Injury $ 1,000,000 Contractual -Incidental I ( y •JUL 2 21110 I Each Occurrence $ 1,000,000 Only1 p• i Fire Damage L`—�i _ (Any one fire) $ 75,000 Owners & Contractors Prot. 1.�"� CIT'11/ _Ea=K'S, OFFICE Medical Expense (Any one person) $ 5,000 Automobile Liability Combined Single All Owned Commercial Limit $ Autos Bodily Imury (Perperson Scheduled Autos $ Hired Autos Bodily Injury $ Non -Owned Autos (Per accident) Garage Liability I Property Damage $ Garage Aggregate $ Umbrella Liability Limit $ Workers' Compensation statutory and Each Accident $ Disease - Each Employee $ Employers'Liabilit Y Disease -Policy Limit $ Description of Operations/Vehicles/Restrictions/Special items: Engineering Services - "various projects in the City of Rosemead" Certificate Holder Cancellation CITY OF ROSEMEAD Should any of the above described policies be cancelled before the expiration date Name All Public works Projects thereof, the issuing company will endeavor to mail 30 days written notice to the & 8838 E VALLEY BLVD certificate holder named to the left, but failure to mail such notice shall impose no Address ROSEMEAD, CA 91770 obligation or liability of any kind upon the company, its agents or representatives. Dwaine Hayes, Agent . Authorized Representative 56-2492 4-94 Copy Distribution: Service Center Copy and Agent's Copy H-ttt CITY OF ROSEMEAD C,1 2 tO V PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. ! o - This Agreement is made and entered into this � day of( 20 (0 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 JLS Engineering, with its principal place of business at 1107 Hare Avenue, Diamond Bar, 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 Conceptual Design 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 services for median beautification for Valley Blvd. from Walnut Grove Ave. to Rosemead Blvd. ("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 professional Conceptual Design services necessary for the Project, herein referred to as "Services". The Services are more particularly described in the Consultant's Proposal (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 commence after the effective date of this agreement and shall continue until March 31, 2011, 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 JLS Engineering Page 2 of 10 may, by mutual written consent, extend the term of this agreement if 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 underthis 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 to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate ortimely 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 Project Engineer, or his/ 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 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. JLS Engineering Page 3 of 10 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 ail 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. 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. JLS Engineering Page 4 of 10 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 Ten Thousands Two Hundred Twenty Dollars ($10,220.00). 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 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 JLS Engineering Page 5 of 10 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 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: JLS Engineering Page 6 of 10 CONSULTANT: CITY: JLS Engineering 1107 Hare Avenue Diamond Bar, CA 91789 Attn: Jose Loera City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Rafael Fajardo — Associate Engineer 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 JLS Engineering Page 7 of 10 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 parry 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, orwillful misconduct of Consultant, its officials, officers, employees, agents, consultants, 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. JLS Engineering Page 8 of 10 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 ortransferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions: Since the Parties ortheir 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 JLS Engineering Page 9 of 10 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. 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] JLS Engineering Page 10 of 10 CITY OF ROSEMEAD �', / �/ -. City Manager Attest: By: l� oria Molleda City Clerk Approved as to Form: B: Jos ph Monte City Attorney JLS Engineering G 3 D ho By: Date Name: 2 6 ef; Title: VCI Ci r [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONSULTANT REQUIRED] 0 N Title: SCOPE OF SERVICES CONSULTANT'S PROPOSAL JLS ENGINEERING 1107 Hare Avenue Diamond Bar, CA 91789 (909) 598-5030 office (626) 705-4305 cell June 2. 2010 Mr. Rafael Fajardo Citv of Rosemead Department of Public Works 8838 East Valley Boulevard Rosemead, CA 91770 Subject: Proposal for Conceptual Median Alignment Exhibit on Valley Boulevard from Walnut Grove Avenue to Rosemead Boulevard in the City of Rosemead Dear Mr. Fajardo: Per your request, JLS Engineering is pleased to submit this proposal for your review and consideration for the preparation of conceptual alignment exhibits for proposed new landscape medians on Valley Boulevard from Walnut Grove Avenue to Rosemead Boulevard. JLS Engineering will analyze the feasibility of maximum landscape median areas within the project limits. A traffic analysis will be prepared to determine the left -tum pocket lengths; existing and future level of service at signalized intersections and a traffic circulation evaluation of existing and future traffic needs along Valley Boulevard. Scope of work: Our scope of work includes necessary work required for the preparation of conceptual alignment exhibits for proposed new landscape medians on Valley Boulevard from Walnut Grove Avenue to Rosemead Boulevard. The following is a description of items included in this proposal: • JLS Engineering will meet with your staff prior to the beginning of the work to discuss all aspects of the project, including project time frame, design alternatives, cost estimate and other pertinent details of the project. • JLS Engineering will gather copies of all available street improvement plans from the County and City. • JLS Engineering will perform a field survey and inventory all potential users that may be impacted by the proposed landscape medians within the limits of the project. • JLS Engineering will retain the services of an outside consultant to provide traffic counts during a.m. and p.m. peak hours at four signalized intersections. • A traffic analysis documenting proposed left tum pocket lengths. future and existing level of service_. and traffic signal recommendations to existing traffic signals within the project limits. • JLS Engineering will develop conceptual alignment exhibits for proposed new landscape median plans, and construction cost estimate. • JLS Engineering will present conceptual designs at least once to the Traffic and Safety Commission. Planning Commission. and City Council. Fee Task Description Hours Rate Total No. I Meetings with City staff/Commissioners 12 $60.00 $720.00 2 Preparation of conceptual alignment exhibits for L.S. $3.500.00 propose d new landscape medians. 3 Preparation of traffic analysis (includes manual counts). L.S. $4;000.00 4 Preparation of traffic signal recommendations with cost L.S. $2;000.00 estimates. $]0 220.00 TOTAL COST Thank you for considering IS Engineering for this work. We look forward to working with you on this project. Should you have any questions, please contact me at (626) 705-4305. Sincerely i J Loera. Prp'ect Engineer ACCEPTED BY: Alternative No. Amount approved: Signature: Date: 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) orthe 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. 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 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: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by 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. 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. -Proufiafcomptiance-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. 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 MI nsuitant-forthe-cost-of-additionai-insurance--coverage-required-by his 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. M Commercial Certificate of Insurance_/, �I FARMER S Agency Dwaine liaycs Name . 150 N San Dinnas Ave Sic 101 Issue Dale (MM/DD/YY) 07/21/10 & . San Dimas, CA 91773-2661 Address • 909-394-5600 This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend, extend or alter die St. 29 Dist. 09 Agent 305 Cove'I'age arforded by the policies sliown below. Companies Providing Coverage. Insured company A 'frock In>nr:mce I?xchan);c . JOSE LOERA Isuer Nanie . JLS I NGINEERING & ASSOCIATES coillpally B Farmers Insurance Exchange & • 1107 HARE AVENUE Lot" ' conip'lly C Mid-Cenwry Insurance Company Address • WALNUT, CA 91789 iw c,00paow D Lever Coverages This is to certify that the politics of insurance listed below have been issued to the insured named above for die policy period indicated. Notwithstanding any requirement, termor condition ol'any connacl or other document with respect to which this certificate maybe issued or may pertain, the insurance afforded by the policies described herein is subject m all the terns, exclusions and conditions orsuch policies. Limits shown may have been reduced by paid claims. Co. Ltr. Type of lusurance YI > Policy Number Policy Effective Dale (NIM/uunyi Policy Expiration Date IMM/on/vvl Folic Limits Y B General Liability 604763868 09/11/09 09/11/10 General Aggregate $2,000,000 X Coility nal General Products-Comp/OPS hinbility Aggregate $ 1,000,000 x - Occul'1'ence vel'slon Personal & Advertising Injury $ 1,000,000 Contractual - Incidental - Each Occurrence $ 1,000,000 Only Fire Damage Owners & Contractors Prot. (Any ane lire) $ 75,000 Medical Expense (Any one person) $ 5.000 Automobile Liability Combined Single All Owned Commercial Lilnh $ Autos Bull 1ly III,�,try Schedule(] Autos I (Per persol') $ Hired Autos Bodily Injury Non-Owned Autos (Per accident) $ Garage Liability Property Damage $ Garage Aggregate $ Umbrella Liability Limit $ Workers' Compensation Statutory and Each Accident $ Employers' Liability Disease - Bach i!oi io eu i y $ Disease -Policy Limit g Description of Operations/Vchirles/12estricrions/Special items: Engineering Services - "various projects in the City of Rosemead" Certificate Holder Cancellation CITY 01; ROSEMEAD Should any of the above. described policies be cancelloil before the expiration date Name All Public works Projects thereof, the issuing company will endeavor to mail 30 days written notice to the & 8838 I VALLEY BLVD certificate holder [rallied u/ die left, bol failure to mail such notice shall impose no Address ROSEMHAD, CA 91770 obligation or liability of kind upon the company, its agents or repres allatives. Dwaine I'layes, Agent Authorized Representative S;-]992 4.94 0 opy DPiLl Ibutlon. Service Center Copy and Agents Copy 11-01 MAYOR.: 1AARGA9ET CLARk MAYOR PRO TEM: GARY TAYLOR COUNCIL MEMBERS: SANDRA AaM=NTA POLLY LOW STEVEN LY March 2, 2010 Jose Loera JLS Engineering & Associates 1107 Hare Avenue Diamond Bar, CA 91789 it pwmc ad 0114 0 6 8838 E. VALLEY BOULEVARD • P.C. BOX 399 ROSEAEAD, CALIFORNIA 91770 TELEPHONE (626) 569-2100 FAX (626) 307-9218 Letter of Agreement for Traffic Control Plan Services for Walnut Grove Avenue Project This letter shall be our Agreement regarding the preparation of traffic control plans described below ("Services") to be provided by JLS Engineering & Associates ("Contractor") as an independent contractor to the City of Rosemead for the City's Walnut Grove Avenue Beautification and Traffic Congestion Improvements Project ("Project"). The Services to be provided include the following: See attached proposal. Contractor shall perform all Services under this Letter of 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 Califomia, and consistent with all applicable laws. Contractor 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. Compensation for the above services shall be based on the actual amount of time spent in adequately performing the Services, and shall be billed at the not to exceed amount of two thousands three hundred dollars ($2,300.00). Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, at 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, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor 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 Contractor's principal place of business and at the project site. Contractor 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. Contractor shall provide proof of commercial general liability and automobile insurance to the City in amounts and with policies, endorsements and conditions required by the City for the JLS Engineennc & Associates march 2, 20'n Page 2 of 3 Services. If Contractor is an employer or otherwise hires one or more employees during the term of this Project, Contractor shall also provide proof of workers compensation coverage for such employees, which meets all requirements of state law. Invoices shall be submitted to the City monthly as performance of the Services progresses. City shall review and pay the approved charges on such invoices in a timely manner. Services on the Project shall begin immediately and be completed by April 30, 2010, unless extended by the City in writing. The City may terminate this Letter of Agreement at any time with or without cause. If the City finds it necessary to terminate this Letter of Agreement without cause before Project completion, Contractor shall be entitled to be paid in full for those Services adequately completed prior to the notification of termination. Contractor may terminate this Letter of Agreement for cause only. To the fullest extent permitted by law, Contractor 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 Contractor, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Contractor's Services, including without limitation the payment of all consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor'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. Contractor 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. Contractor 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. Contractor'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.) Contractor warrants that the individual who has signed this Agreement has the legal power, right and authority to make this Agreement and bind the Contractor hereto. If you agree with the terms of this Letter of Agreement, please indicate by signing and dating two original agreements where indicated below and return both to the undersigned. Once the documents are fully executed, one original will be returned to you for your records. [signatures on next page] _II C=nninee Mg R .Associates March J Lj';i1 Fano of J CITY OF ROSEMEAD Approved by: CXt4944 Chris Marcarello Deputy Public Works Director Attest: moria Molleda City Clerk JLS ENGINEERING & ASSOCIATES Reviewed and Accepted by Contractor: 4 Signatur / " L s,e ")Poa Name Title Date JLS ENGINEERING & ASSOC. 1 107 Hare .Avenue Diamond Bar, CA 91789 (909) 598-5030 office (636) 705-4305 cell February 8, 2010 Mr. Rafael Fajardo City of Rosemead Department of Public Works 8838 East Valley Boulevard Rosemead, CA 91770 Subject: Proposal for the preparation of Traffic Control Plans for Walnut Grove Street Improvement Project in the City, of Rosemead Dear Mr. Fajardo: Per your request, JLS Engineering is pleased to submit this proposal to provide Traffic Engineering services for the above -referenced project. This proposal is for Engineering services in connection with the -preparation of traffic control plans for the street improvement project on Walnut Grove Avenue from Hellman Avenue to Marshall Street in the City of Rosemead. Scope of work: Our scope of work includes necessary work required for the preparation of the traffic control plans. The following is a description of items included in this proposal: • We will gather copies of all available street improvement plans from the County and City. • A detail field survey and inventory within the limit of the project scope. • A complete set of plans in a reproducible format will be submitted to the City. Schedule: We have final plans within 5 working days from award of contract. The time line does not account for the City's review time. Fee.- Our ee: Our fee for the services described above shall not exceed $2300.00. Thank you for considering JLS Engineering for this work. We look forward to working with you on this project. Should you have any questions. Please contact me at (626) 705-4305. Sincerely Jose Loefa Project Engineer ACCEPTED BY: Signature: Date: MAYOR: MARGARET CLARK MAYOR PRO TEM: GARY TAYLOR COUNCIL MEMBERS: SANDRA ARMENIA POLLY LOW STEVEN LY January 28, 2010. Jose Loera JLS Engineering & Associates 1107 Hare Avenue Diamond Bar, CA 91789 Dear Gentleman: w it U - Posemcad 8838 E. VALLEY BOULEVARD • P.O. BOX 399 ROSEMEAD, CALIFORNIA 91770 TELEPHONE (626) 569-2100 FAX (626) 307-9218 Letter of Agreement for Safety Route to School L C11702 This letter shall be our Agreement regarding the consulting services described below ("Services") to be provided by JLS Engineering & Associates, a Corporation ("Contractor") as an independent contractor to the City of Rosemead for the City's Safety Route to School Project ("Project"). The Services to be provided include the following: Preparation of construction plans, specifications, construction estimate as indicated in the attached proposal. Contractor shall perform all Services under this Letter of 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, and consistent with all applicable laws. Contractor 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. Compensation for the above services shall be based on the actual amount of time spent in adequately performing the Services, and shall be billed at the not to exceed amount of eight thousand eight hundred dollars ($8,800.00). Contractor 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, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor 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 Contractor's principal place of business and at the project site. Contractor 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. JLS Engineering & Associates 1/28/2010 Page 2 of 3 Contractor shall provide proof of commercial general liability and automobile insurance to the City in amounts and with policies, endorsements and conditions required by the City for the Services. If Contractor is an employer or otherwise hires one or more employees during the term of this Project, Contractor shall also provide proof of workers compensation coverage for such employees, which meets all requirements of state law. Invoices shall be submitted to the City monthly as performance of the Services progresses. City shall review and pay the approved charges on such invoices in a timely manner. Services on the Project shall begin immediately and be completed by May 31, 2010, unless extended by the City in writing. The City may terminate this Letter of Agreement at any time with or without cause. If the City finds it necessary to terminate this Letter of Agreement without cause before Project completion, Contractor shall be entitled to be paid in full for those Services adequately completed prior to the notification of termination. Contractor may terminate this Letter of Agreement for cause only. To the fullest extent permitted by law, Contractor 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 Contractor, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Contractor's Services, including without limitation the payment of all consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor'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. Contractor 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. Contractor 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. Contractor'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.] Contractor warrants that the individual who has signed this Agreement has the legal power, right and authority to make this Agreement and bind the Contractor hereto. If you agree with the terms of this Letter of Agreement, please indicate by signing and dating two original agreements where indicated below and return both to the undersigned. Once the documents are fully executed, one original will be returned to you for your records. [signatures on next page] JLS Engineering & Associates 1/28/2010 Page 3 of 3 CITY OF ROSEMEAD Approved . ,,, city Ivicillavu, Attest: Gloria Molleda City Clerk JLS ENGINEERING Reviewed and Accepted by Contractor: Si ature Name Title Cq -3 - Io Date Q JLS ENGINEERING 1107 Hare Avenue Diamond Bar, CA 91789 (909) 598-5030 office (626) 7054305 cell January 27, 2010 Mr. Rafael Fajardo City of Rosemead Department of Public Works 8838 East Valley Boulevard Rosemead, CA 91770 Subject: Proposal for Traffic Calming Enhancements surrounding Encenita Elementary, Savannah Elementary, Muscatel Middle School, and Rosemead High School in the City of Rosemead Dear Mr. Fajardo: Per your request, JLS Engineering is pleased to submit this proposal to provide Traffic Engineering services for the above -referenced project. This proposal is for Engineering services in connection with the preparation of full plans, specifications and construction cost estimate (PSE) for the traffic calming enhancement project surrounding Encenita Elementary, Savannah Elementary, Muscatel Middle, and Rosemead High school in the City of Rosemead Scope of work: Our scope of work includes necessary work required for the preparation of the traffic calming enhancement project selected by the City for the above referenced project. The following is a description of items included in this proposal: • JLS Engineering will meet with your staff and all school principals prior to the beginning of the work to discuss all aspects of the project, including project time frame, design alternatives, cost estimate and other pertinent details of the project. • JLS Engineering will gather copies of all available street improvement plans from the County and City. • JLS Engineering will perform a field survey and inventory of all signing and striping related to the approved suggested route to school program within the limits of the project. • After completion of field survey, JLS Engineering will meet with City staff to discuss and e -n provide additional recommendations or design alternatives. • JLS Engineering will request utility information from utility companies if required. • JLS Engineering will develop plans, specifications and construction cost estimate in a reproducible format acceptable by the City of Rosemead. • JLS Engineering will meet at least once with the City of Rosemead for clarification, prior to submittal. Schedule: We will have final plans, specifications and construction cost estimate within 5 weeks from award of contract. The time line does not account for the City's review time. Fee: Task No. Description Hours Rate Total I Meetinps with City staff/Commissioners 12 $50.00 $600.00 2 Preparation of traffic signal plans for the replacement of pedestrian heads traffic signal equipment only) L.S. $3,400.00 3 Preparation of signing and striping lans L.S. $4,000.00 4 Preparation of technical provisions and estimates L.S. $800.00 TOTAL COST I I $8,800.00 The total cost for this proposal shall not exceed $8,800.00 for the items specified above. Any other services outside this proposal will require an additional fee subject to your approval Thank you for considering JLS Engineering for this work. We look forward to working with you on this project. Should you have any questions, Please contact me at (626) 705-4305. Sincerely J e Loera, P Ject Engineer ACCEPTED BY: Alternative No. Amount approved: Signature: `ol Date: 0 MAYOR MARGARETCLARK MAYOR PRO TEM: GARY TAYLOR COUNCIL MEMBERS: SANDRA ARMENTA POLLY LOW STEVEN LY C ity C& 1:2-- MAYOR z December 7, 2009 Jose Loera JLS Engineering & Associates 1107 Hare Avenue Diamond Bar, CA 91789 Dear Gentleman: f if� osemcad 8838 E. VALLEY BOULEVARD • P.O. BOX 399 ROSEMEAD, CALIFORNIA 91770 TELEPHONE (626) 569-2100 FAX (626) 307-9218 14 1 Letter of Agreement for Rush & Angelus Traffic Safety Improvements This letter shall be our Agreement regarding the consulting services described below ("Services") to be provided by JLS Engineering & Associates, a Corporation ("Contractor") as an independent contractor to the City of Rosemead for the City's Rush & Angelus Traffic Safety Improvements Project ("Project"). The Services to be provided include the following: Construction Management and Inspection Services see attached proposal. Contractor shall perform all Services under this Letter of 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, and consistent with all applicable laws. Contractor 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. Compensation for the above services shall be based on the actual amount of time spent in adequately performing the Services, and shall be billed at the not to exceed amount of four thousands nine hundred dollars ($4,900.00). Contractor 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, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor 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 Contractor's principal place of business and at the project site. Contractor 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. JLS Engineering & Associates 12/7/2009 Page 2 of 3 Contractor shall provide proof of commercial general liability and automobile insurance to the City in amounts and with policies, endorsements and conditions required by the City for the Services. If Contractor is an employer or otherwise hires one or more employees during the term of this Project, Contractor shall also provide proof of workers compensation coverage for such employees, which meets all requirements of state law. Invoices shall be submitted to the City monthly as performance of the Services progresses. City shall review and pay the approved charges on such invoices in a timely manner. Services on the Project shall begin immediately and be completed by March 31, 2010, unless extended by the City in writing. The City may terminate this Letter of Agreement at any time with or without cause. If the City finds it necessary to terminate this Letter of Agreement without cause before Project completion, Contractor shall be entitled to be paid in full for those Services adequately completed prior to the notification of termination. Contractor may terminate this Letter of Agreement for cause only. To the fullest extent permitted by law, Contractor 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 Contractor, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Contractor's Services, including without limitation the payment of all consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor'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. Contractor 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. Contractor 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. Contractor'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.] Contractor warrants that the individual who has signed this Agreement has the legal power, right and authority to make this Agreement and bind the Contractor hereto. If you agree with the terms of this Letter of Agreement, please indicate by signing and dating two original agreements where indicated below and return both to the undersigned. Once the documents are fully executed, one original will be returned to you for your records. [signatures on next page] JLS Engineering & Associates 12/7/2009 Page 3 of 3 CITY OF ROSEMEAD Approved by: n e, Chris Marcarello Deputy Public Works Director Attest: Gloria Molleda City Clerk [INSERT NAME OF CONTRACTOR] Reviewed and Accepted by Contractor: gnn/ature Name A", Title /--2-9-09 Date JLS ENGINEERING & ASSOC. 1 107 Hare Avenue Diamond Dar, CA 91789 (909) 598-5030 office (626) 705-4305 cell November 30, 2009 Mr. Rafael Fajardo City of Rosemead Department of Public Works 8838 East Valley Boulevard Rosemead, CA 91770 Subject: Proposal for Construction Management and Inspection Services for Rush Street Improvements project. Dear Mr. Fajardo: Per your request, JLS Engineering & Assoc. is pleased to submit this proposal for Construction Management and Inspection Services for the above -reference project in the City of Rosemead. Our scope of work includes necessary work required for the completion of the project. The following is a brief description of required work: Scone of work: The scope of work is to provide all necessary services to manage all aspects of the project in compliance with the local inspection requirements from start of construction through completion. JLS Engineering & Assoc. will provide all necessary services to ensure the project is completed efficiently and in full compliance as required with the City's street improvement project requirements. The scope of work will require providing an on-site public works inspector. The following is the anticipated scope of services to be provided for this project: Construction Phase: JLS Engineering & Assoc. will: • . Provide on-site construction management and quality control inspector to manage all aspects of the construction. • Function as an extension of the Public Works Department. • Conduct weekly construction meetings as needed with the contractor, City, and other involved parties. • Prepare and distribute meeting minutes. • Prepare inspection daily reports. • Prepare and distribute all required notices, and respond to complaints and resolve problems as necessary. • Review contractor change orders requests and prepare necessary documentation for submittal and approval or denial by the City. • Review contractor pay request and prepare necessary documentation for submittal and approval by the City. • Manage all construction activities and project controls. • Manage contract cost accounting systems. • Conduct project walk-through(s) and preparing punch list(s). • Ensure the project is implemented per the approved set plans and preparing as -built drawings at the completion of construction. • Present to the City a complete project close out file. Fees: Our fee for the services described above is as follows: Fees Task Description Hours Units Unit Price Total Price I Inspector -Daily Ins ection 15 days 120 HR $40.00 $4,800.00 2 Construction Management 2 HR $50.00 $100.00 Total Cost $4900.00 Thank you for considering 1LS Engineering & Assoc. We look forward to working with you and your staff on this project. Should you have any questions, please contact me at (626) 705-4305. Sincerely J e Loera Project Engineer Accepted By: Signature: Date: Commercial Certificate of Insurance FARM E R5 Agency Dwaine Hayes , Name Issue Dale (MM/DD/YY) 09/12/2009 Address 909-394-5600 This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend, extend or alter the 29 09 305 coverage afforded by the policies shown below. St. Dist. Agent Companies Providing Coverage: Insured Company Ica Truck Insurance Exchange Jose Locra Letter Name DBA: JLS ENGINEERING & ASSOCIA' Company B Farmers Insurance Exchange & 1107 Hare Avenue Letter Company C Mid -Century Insurance Company Address Walnut, CA 91789 Company Letter Coverages This is to certify that the policies of insurance listed below have been issued to the insured named above for the policy period indicated. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies. Limits shown may have been reduced by paid claims. Co' Ltr. T e of Insurance YP Policy Number y Policy Effective Date (MM/DD/YY) Policy Expiration Dale (MM/DD/YY) Policy Limits B General Liability 604763868 09/11/2009 09/11/2010 General Aggregate $ 2,000,000 Products-Comp/OPS X Commercial General Aggregate S 1,000,000 Liability Personal & X - Occurrence Version Advertising Injury $ 1,000,000 Contractual - Incidental Each Occurrence S 1,000,000 Only Fire Damage (Any one fire) S 75,000 Owners & Contractors Prot. Medical Expense (Any one person) $5,000 Automobile Liability Combined Single Limit $ All Owned Commercial Autos Bodily In ury (Per person $ Scheduled Autos Hired Autos i Bodilylnjury (Per t $ Non -Owned Autos Propertyy Damage $ Garage Liability I Garage Aggregate $ Umbrella Liability Limit $ Workers' Compensation Statutory Each Accident $ and Disease - Each Employee $ Employers' Liability Disease - Policy Limit $ Description of Operations/Vehicles/Restrictions/Special items: Location(s): 1107 Hare Avenue, Walnut, CA 91789 Endorsement - (IF APPLICABLE, WILL BE DELIVERED WITH POLICY). Certificate Holder Cancellation CITY OF ROSEMEAD Should any of the above described policies be cancelled before the expiration date Name ATTN: RAFAEL FAJARDO thereof, the issuing company will endeavor to mail 30 days written notice to the & 8838E Valley Blvd, certificate holder named to the len, but failure to mall such notice shall impose no Address Rosemead, CA 91770 obligation or liability of any kind upon the company, its agents or representatives. c::A tA1%r—� CSC G.L Authorized Representative 56-2492 4-94 Gopy Uistribution: service tenter Copy and Agent s Copy MAYOR: MARGARETCLARK MAYOR PRO TEM: GARY TAYLOR COUNCIL MEMBERS: SANDRA ARMENTA POLLY LOW STEVEN LY September 16, 2009 Jose Loera JLS Engineering & Associates 1107 Hare Avenue Diamond Bar, CA 91789 Dear Gentleman: Posemcad 8838 E. VALLEY BOULEVARD • P.O. BOX 399 ROSEMEAD, CALIFORNIA 91770 TELEPHONE (626) 569-2100 FAX (626) 307-9218 Letter of Agreement for Garvey Avenue Resurfacing Project e..,TY L'cewK C102 02 This letter shall be our Agreement regarding the survey described below ("Services") to be provided by JLS Engineering & Associates, a Corporation ("Contractor") as an independent contractor to the City of Rosemead for the City's Garvey Avenue Resurfacing Project ("Project"). The Services to be provided include the following: See attached proposal. Contractor shall perform all Services under this Letter of 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, and consistent with all applicable laws. Contractor 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. Compensation for the above services shall be based on the actual amount of time spent in adequately performing the Services, and shall be billed at the not to exceed amount of four thousands dollars ($4,000.00). Contractor 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, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor 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 Contractor's principal place of business and at the project site. Contractor 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. JLS Engineering & Associates September 16, 2009. Page 2 of 3 Contractor shall provide proof of commercial general liability and automobile insurance to the City in amounts and with policies, endorsements and conditions required by the City for the Services. If Contractor is an employer or otherwise hires one or more employees during the term of this Project, Contractor shall also provide proof of workers compensation coverage for such employees, which meets all requirements of state law. Invoices shall be submitted to the City monthly as performance of the Services progresses. City shall review and pay the approved charges on such invoices in a timely manner. Services on the Project shall begin immediately and be completed by September 31, 2009, unless extended by the City in writing. The City may terminate this Letter of Agreement at any time with or without cause. If the City finds it necessary to terminate this Letter of Agreement without cause before Project completion, Contractor shall be entitled to be paid in full for those Services adequately completed prior to the notification of termination. Contractor may terminate this Letter of Agreement for cause only. To the fullest extent permitted by law, Contractor 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 Contractor, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Contractor's Services, including without limitation the payment of all consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor'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. Contractor 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. Contractor 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. Contractor'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.] Contractor warrants that the individual who has signed this Agreement has the legal power, right and authority to make this Agreement and bind the Contractor hereto. If you agree with the terms of this Letter of Agreement, please indicate by signing and dating two original agreements where indicated below and return both to the undersigned. Once the documents are fully executed, one original will be returned to you for your records. [signatures on next page] JLS Engineering & Associates September 16, 2009. Page 3 of 3 CITY OF ROSEMEAD [INSERT NAME OF CONTRACTOR] Approved by: Chris Marcarello Deputy Public Works Director Attest: { —A,Ct g�ll5f tai Gloria Molleda City Clerk Reviewed and Accepted by Contractor Signat�y� " I/ISG zlz�, {sa Name I r /R C/174 L /Lf�/H Title Date JLS ENGINEERING & ASSOC. 1 107 Hare Avenue Diamond Bar, CA 91789 (909) 598-5030 office (626) 705-4305 cell September IS, 2009 Mr. Rafael Fajardo City of Rosemead Department of Public Works 8838 East Valley Boulevard Rosemead, CA 91770 Subject: Proposal for the preparation of Signing and Striping plans for Garvey Avenue from Del Mar Avenue to New Avenue in the City of Rosemead Dear Mr. Fajardo: Per your request, JLS Engineering is pleased to submit this proposal to provide Traffic Engineering services for the above -referenced project. This proposal is for Engineering services in connection with the preparation of plans, specifications and construction cost estimate (PSE) for the signing and striping plans on Ganey Avenue from Del Mar Avenue to New Avenue in the City of Rosemead. Scope of work: Our scope of work includes necessary work required for the preparation of the signing and striping plans. The following is a description of items included in this proposal: • .TLS Engineering will meet with your staff prior to the beginning of the work to discuss all aspects of the project, including project time frame, design alternatives, cost estimate and other pertinent details of the project. • We will gather copies of all available street improvement plans from the County and City. • A detail field survey and inventory within the limit of the project scope. • A complete set of plans, specifications and construction cost estimate in a reproducible format will be submitted to the City. Schedule: We will have final plans, specifications and construction cost estimate within 10 working dais from award of contract. The time line does not account for the City's review time. Fee: Our fee for the services described above shall not exceed $4,000.00. Thank you for considering JLS Engineering for this work. We look forward to working with you on this project. Should you have any questions, Please contact me at (626) 705-4305. Sincerely J e Loera Project Engineer ACCEPTED BY: Signature: Date: 0?/// Gla 9 Commercial Certificate of Insurance FARMER s Agency Dwaine Hayes Name Issue Date (MM/DD/YY) 09/12/2009 Address 909-394-5600 This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend, extend or alter the 29 09 305 coverage afforded by the policies shown below. St. Dist. Agent Companies Providing Coverage: Insured Company A Truck Insurance Exchange . Jose Loera Name DBA: JLS ENGINEERING & ASSOCIA' Letter Company B Farmers Insurance Exchange & 1107 Hare Avenue Letter Company C Mid -Century Insurance Company Address Walnut, CA 91789 Letter D Company Letter Coverages This is to certify that the policies of insurance listed below have been issued to the insured named above for the policy period indicated. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate may be issued or may pertain, the insurance aiforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies. Limits shown may have been reduced by paid claims. Co. LV. Type of Insurance yp Policy Number y Policy Effective Date (MM/DD/Y1) Policy Expiration Date (MM/DD/ri1 Policy Limits B General Liability 604763868 09/11/2009 09/11/2010 ggregate $ 2,000,000 -Comp/OPS X Commercial General e $ 1,OOQo00 Liability & FAdvertisingInjury x - Occurrence Version ng Injury $ 1,000,000 Contractual - Incidental currence $ 1,000,000 Ory ageyfine) $ 75,000 Owners & Contractors Prot. Medical Expense (Any one person) $ 5,000 Automobile Liability Combined Single LimitAll Owned Commercial Autos Bodily In'ury (Per person] $ Scheduled Autos Hired Autos Bodily Injury (Per accident) $ Non -Owned Autos Property Damage $ Garage Liability Garage Aggregate $ Umbrella Liability Limit $ Workers' Compensation Statutory Each Accident $ and Disease - Each Employee $ Employers' Liability Disease - Policy Limit $ Description of Operations/Vehicles/Restrictions/Special items: Location(s): 1107 Hare Avenue, Walnut, CA 91789 Endorsement - (IF APPLICABLE, WILL BE DELIVERED WITH POLICY). Certificate Holder Cancellation CITY OF ROSEMEAD Should any of the above described policies be cancelled before the expiration date Name ATTN: RAFAEL FAJARDO thereof, the issuing company will endeavor to mail 30 days written notice to the & 8838 E Valley Blvd, certificate holder named to the left, but failure to mail such notice shall impose no Address Rosemead, CA 91770 or liability of any kind upon/the company, its agents or representatives. obligation or C. >G lilrh'' cam/ _ Authorized Representative 66-2492 4-94 Copy Distribution: Service Uenter t;opy ano Agents Copy "' MAYOR: MARGARETCLARK MAYOR PRO TEM: GARY TAYLOR COUNCIL MEMBERS: SANDRA ARMENTA POLLY LOW STEVEN LY C11 3 01 September 16, 2009 Jose Loera JLS Engineering & Associates 1107 Hare Avenue Diamond Bar, CA 91789 Dear Gentleman: Poosesocad 8838 E. VALLEY BOULEVARD • P.O. BOX 399 ROSEMEAD, CALIFORNIA 91770 TELEPHONE (626) 569-2100 FAX (626) 307-9218 Letter of Agreement for Rush & Angelus Traffic Safety Improvements This letter shall be our Agreement regarding the survey described below ("Services") to be provided by JLS Engineering & Associates, a Corporation ("Contractor") as an independent contractor to the City of Rosemead for the City's Rush & Angelus Traffic Safety Improvements Project ("Project"). The Services to be.provided include the following: See attached proposal. Contractor shall perform all Services under this Letter of 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, and consistent with all applicable laws. Contractor 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. Compensation for the above services shall be based on the actual amount of time spent in adequately performing the Services, and shall be billed at the not to exceed amount of three thousands two hundred dollars ($3,200.00). Contractor 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, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor 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 Contractor's principal place of business and at the project site. Contractor 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. JLS Engineering & Associates September 16, 2009. Page 2 of 3 Contractor shall provide proof of commercial general liability and automobile insurance to the City in amounts and with policies, endorsements and conditions required by the City for the Services. If Contractor is an employer or otherwise hires one or more employees during the term of this Project, Contractor shall also provide proof of workers compensation coverage for such employees, which meets all requirements of state law. Invoices shall be submitted to the City monthly as performance of the Services progresses. City shall review and pay the approved charges on such invoices in a timely manner. Services on the Project shall begin immediately and be completed by September 31, 2009, unless extended by the City in writing. The City may terminate this Letter of Agreement at any time with or without cause. If the City finds it necessary to terminate this Letter of Agreement without cause before Project completion, Contractor shall be entitled to be paid in full for those Services adequately completed prior to the notification of termination. Contractor may terminate this Letter of Agreement for cause only. To the fullest extent permitted by law, Contractor 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 Contractor, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Contractor's Services, including without limitation the payment of all consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor'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. Contractor 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. Contractor 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. Contractor'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.] Contractor warrants that the individual who has signed this Agreement has the legal power, right and authority to make this Agreement and bind the Contractor hereto. If you agree with the terms of this Letter of Agreement, please indicate by signing and dating two original agreements where indicated below and return both to the undersigned. Once the documents are fully executed, one original will be returned to you for your records. [signatures on next page] JLS Engineering & Associates September 16, 2009. Page 3 of 3 CITY OF ROSEMEAD [INSERT NAME OF CONTRACTOR] Approved by: 6 Chris Marcarello Deputy Public Works Director Attest: Gloria Molleda City Clerk Reviewed and Accepted by Contractor: 4z— Si tuurre / Name Title Date /7 —o JLS ENGINEERING & ASSOC. 1 107 Hare Avenue Diamond Bar, CA 91789 (909) 598-5030 office (626) 705-4305 cell September 14, 2009 Mr. Rafael Fajardo City of Rosemead Department of Public Works 8838 East Valley Boulevard Rosemead, CA 91770 Subject: Proposal for Traffic Calming Enhancements at Rush Street and .Angelus Avenue in the City of Rosemead Dear Mr. Fajardo: Per your request, JLS Engineering is pleased to submit this proposal to provide Traffic Engineering services for the above -referenced project. This proposal is for Engineering services in connection with the preparation of full plan, specifications and construction cost estimate (PSE) for the traffic calming enhancement project on Rush Street and Angelus Avenue in the City of Rosemead. Scope of work: Our scope of work includes necessary work required for the preparation of the traffic calming enhancement project on Rush Street. The following is a description of items included in this proposal: • JLS Engineering will meet With your staff and Rice Elementary school principal prior to the beginning of the work to discuss all aspects of the project, including project time frame, design alternatives, cost estimate and other pertinent details of the project. • We will gather copies of all available street improvement plans from the County and City. • A field survey and inventory within the limit of the project scope. • We will request utility information from utility companies if required. • A complete set of plans, specifications and construction cost estimate in a reproducible format will be submitted to the City. Schedule: We will have final plans, specifications and construction cost estimate within 10 working days from award of contract. The time line does not account for the City's review time. Fee: Our fee for the services described above shall not exceed $53,200.00. Thank you for considering JLS Engineering for this work. We look forward to working with you on this project. Should you have any questions, Please contact me at (626) 705-4305. Sincerely Jose IiKoera Project Engineer ACCEPTED BY: Signa twe: Date: 0'711610? Commercial Certificate of Insurance aLFARMERS' Agency Dwaine Hayes Name Issue Date (MM/DD/YY) 09/12/2009 Address 909-394-5600 This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend, extend or alter the 29 09 305 coverage afforded by the policies shown below. St. Dist. Agent Companies Providing Coverage: Insured Company A Truck Insurance Exchange . Jose Loera Name . DBA: JLS ENGINEERING & ASSOCIA' Letter Company B Farmers Insurance Exchange & • 1107 Hare Avenue Letter CompanyC Mid-CenturyInsurance Company y Address • Walnut, CA 91789 Leau Company Letter Coverages This is to certify that the policies of insurance listed below have been issued to the insured named above for the policy period indicated. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies. Limits shown may have been reduced by paid claims. Co. Ltr. Type of Insurance YP Policy Number Y Polity Effective Date (MM/DD/Yy) Policy Expiration Date (MM/DD/nJ policy Limits B General Liability 604763868 09/11/2009 09/11/2010 General Aggregate $ 21000,000 Products-Comp/OPS K Commercial General Aggregate $ E000.000 Liability Personal & K - Occurrence Version Advertising Injury $ I mo,000 Contractual - Incidental Each Occurrence $ 1,000,000 Only Fire Damage (Any one fire) $ 75,000 Owners & Contractors Prot. Medical Expense (Any one person) $ 5,000 Automobile Liability Combined Single Limit $ All Owned Commercial Autos Bodily lmury (Per person) Scheduled Autos I $ Hired Autos Bodily Injury (Per accident) $ Non -Owned Autos Property Damage $ � Garage Liability Garage Aggregate g I------�--- — Umbrella Liability — ---— Limit $ ' Workers' Compensation Statutory Each Accident $ and Disease - Each Employee $ Employers' Liability Disease - Policy Limit $ Description of Operations/Vehicles/Restrictions/Special items: Location(s): 1107 Hare Avenue, Walnut, CA 91789 Endorsement - (IF APPLICABLE, WILL BE DELIVERED WITH POLICY). I Certificate Holder Cancellation CITY OF ROSEMEAD Should any of the above described policies be cancelled before the expiration date Name ATTN: RAFAEL FAJARDO thereof, the issuing company will endeavor to mail 30 days written notice to the & 8838 E Valley Blvd, certificate holder named to the left, but failure to mail such notice shall impose no Address Rosemead, CA 91770 obligation or liability of any kind upon the company, its agents or representatives. L1Ec�/ t� Authorized Representative 56-2492 4-94 Copy lli$tribution: Service Center Copy and Agents Copy "_°i MAYOR: MARGARET CLARK MAYOR PRO TEM: GARY TAYLOR COUNCIL MEMBERS: SANDRA ARMENTA POLLY LOW STEVEN LY September 16, 2009 Jose Loera JLS Engineering & Associates 1107 Hare Avenue Diamond Bar. CA 91789 Dear Gentleman: fits ososemead 8838 E. VALLEY BOULEVARD • P.O. BOX 399 ROSEMEAD, CALIFORNIA 91770 TELEPHONE (626) 569-2100 FAX (626) 307-9218 Letter of Agreement for Del Mar Avenue Resurfacing Project c�1y ccEl/ri C11002 This letter shall be our Agreement regarding the survey described below ("Services") to be provided by JLS Engineering & Associates, a Corporation ("Contractor") as an independent contractor to the City of Rosemead for the City's Del Mar Avenue Resurfacing Project ("Project"). The Services to be provided include the following: See attached proposal. Contractor shall perform all Services under this Letter of 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, and consistent with all applicable laws. Contractor 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. Compensation for the above services shall be based on the actual amount of time spent in adequately performing the Services, and shall be billed at the not to exceed amount of four thousands dollars ($4,000.00). Contractor 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, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor 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 Contractor's principal place of business and at the project site. Contractor 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. JLS Engineering & Associates September 16, 2009. Page 2 of 3 Contractor shall provide proof of commercial general liability and automobile insurance to the City in amounts and with policies, endorsements and conditions required by the City for the Services. If Contractor is an employer or otherwise hires one or more employees during the term of this Project, Contractor shall also provide proof of workers compensation coverage for such employees, which meets all requirements of state law. Invoices shall be submitted to the City monthly as performance of the Services progresses. City shall review and pay the approved charges on such invoices in a timely manner. Services on the Project shall begin immediately and be completed by September 31, 2009, unless extended by the City in writing. The City may terminate this Letter of Agreement at any time with or without cause. If the City finds it necessary to terminate this Letter of Agreement without cause before Project completion, Contractor shall be entitled to be paid in full for those Services adequately completed prior to the notification of termination. Contractor may terminate this Letter of Agreement for cause only. To the fullest extent permitted by law, Contractor 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 Contractor, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Contractor's Services, including without limitation the payment of all consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor'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. Contractor 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. Contractor 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. Contractor'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.] Contractor warrants that the individual who has signed this Agreement has the legal power, right and authority to make this Agreement and bind the Contractor hereto. If you agree with the terms of this Letter of Agreement, please indicate by signing and dating two original agreements where indicated below and return both to the undersigned. Once the documents are fully executed, one original will be returned to you for your records. [signatures on next page] JLS Engineering & Associates September 16, 2009. Page 3 of 3 CITY OF ROSEMEAD Approved by: Chris Marcarello Deputy Public Works Director Attest: SQ1^CA V&-&( Gloria Molleda City Clerk [INSERT NAME OF CONTRACTOR] Reviewed and Accepted by Contractor: Sig ,�,ttu�ure //4S' -G Z; enl Name Title 9?_ /2 Date JLS ENGINEER]NG & ASSOC. 1107 Hare Avenue Diamond Bar. CA 91789 ("909) 598-50+0 office (626) 705-4305 cell September 15, 2009 Mr. Rafael Fajardo City of Rosemead Department of Public Works 8838 East Valley Boulevard Rosemead. CA 91770 Subject: Proposal for the preparation of Signing and Striping plans for Del Mar Avenue from Garvey Avenue to Hellman Avenue in the City of Rosemead Dear Mr. Fajardo: Per your request, JLS Engineering is pleased to submit this proposal to provide Traffic Engineering services for the above -referenced project. This proposal is for Engineering services in connection with the preparation of plans, specifications and construction cost estimate (PSE) for the signing and striping plans on Del Mar Avenue from Garvey Avenue to Hellman Avenue in the City of Rosemead. Scope of work: Our scope of work includes necessary work required for the preparation of the signing and striping plans. The follov<ing is a description of items included in this proposal: • J LS Engineering rill meet with your staff prior to the beginning of the work to discuss all aspects of the project, including project time frame; design alternatives; cost estimate and other pertinent details of the project. • We will gather copies of all available street improvement plans from the County and City. • A detail field survey and inventory within the limit of the project scope. • A complete set of plans, specifications and construction cost estimate in a reproducible format will be submitted to the Citv. Schedule: We will have final plans, specifications and construction cost estimate within 10 working days from award of contract. The time line does not account for the City's review time. Fee: Our fee for the services described above shall not exceed 54.000.00. Thank you for considering JLS F,ngineering for this work. We look forward to working with you on this project. Should you have any questions, Please contact me at (626) 705-4305. Sincerely JosOzoera Project Engineer ACCEPTED BY: Signature: Date: 07hGID i Commercial Certificate of Insurance FARMERS* Agency Dwaine Hayes Name Issue Date (MM/DD/YY) 09/12/2009 & Address 909-394-5600 This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend, extend or alter the St. 29 Dist. 09 Agent 305 coverage afforded by the policies shown below. Companies Providing Coverage: Insured Company A Truck Insurance Exchange . Jose Loem Letter Name . DBA: JLS ENGINEERING & ASSOCIA' Company B Farmers Insurance Exchange & • 1107 Hare Avenue Leiter Mid -Century Insurance Company Address • Walnut, CA 91789LetterCompany Company Letter Coverages This is to certify that the policies of insurance listed below have been issued to the insured named above for the policy period indicated. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies. Limits shown may have been reduced by paid claims. Co. Ln. Type of Insurance yp Policy Number y Policy Effective Date (MM/DD/YY) Policy Expiration Date (MM/DD/YY) policy Limits B General Liability 604763868 09/11/2009 09/11/2010 General Aggregate $ 2,0001000 Products-Comp/OPS K Commercial General Aggregate $ 1,000,000 Liability Personal & K - Occurrence Version Advertising Injury $ 1,000,000 Contractual - Incidental Each Occurrence $ 1,000,000 Only Fire Damage (Any one fire) $ 75,000 Owners & Contractors Prot. Medical Expense (Any one person) $ 5,000 Automobile Liability Combined Single All Owned Commercial Limit $ Autos Bodily Injury Scheduled Autos (Per person) $ Hired Autos Bodily Injury (Per accident) $ Non -Owned Autos Property Damage $ i Garage Liability Garage Aggregate g —r Umbrella Liability Limit $ Workers' Compensation Statutory Each Accident $ and Disease - Each Employee $ Employers' Liability Disease - Policy Limit $ Description of Operations/Vehicles/Restrictions/Special items: Location(s): 1107 Hare Avenue, Walnut, CA 91789 Endorsement - (IF APPLICABLE, WILL BE DELIVERED WITH POLICY). Certificate Holder Cancellation CITY OF ROSEMEAD Should any of the above described policies be cancelled before the expiration date Name ATTN: RAFAEL FAJARDO thereof, the issuing company will endeavor to mail 30 days written notice to the & 8838 E Valley Blvd, certificate holder named to the left, but failure to mail such notice shall impose no Address Rosemead, CA 91770 obligation or liability of any kind upon/the company, its agents or representatives. Authorized Representative 56-2492 4-94 Copy Distribution: Service Center Copy and Agents Copy °• 1Ui I I 1 1 1 1 Proposal To Provide Geotechnical Services Structural Pavement Sections Proposed Del Mar Avenue Resurfacing Project From Garvey Avenue to Hellman Avenue City of Rosemead, California Converse Project No. 09-31-280-00 August 19, 2009 Converse Consultants Geotechnical Engineering, Environmental & Groundwater Science, Inspection & Testing Services August 20, 2009 ' In preparation of this proposal we conducted the following: • Reviewed the Request for Proposal (RFP) information transmitted to us dated August 6, 2009 Converse Consultants (Converse) has extensive experience providing geotechnical, construction inspection and material testing services for various street improvement projects ' throughout southern California. Our staffs are familiar with the requirements and guidelines established by the various publications and agencies pertaining to street improvement design and constructions. To meet the city's schedule and provide technically sound and economical recommendations, we have assembled a team of professionals with appropriate ' qualifications and extensive experience on public schools projects. Our proposed project manager, Mr. William Chu, is a registered Civil and Geotechnical Engineer in California with over 19 years of experience. He has overseen numerous projects and prepared reports for 1 public agencies. He will ascertain that the contents of our report meet the requirements of the jurisdictional agencies. ' Our objective will be to ensure that the required quality goals are met, and that all parties are satisfied with the work performance and deliverables rendered. 222 East Huntington Drive, Suite 211, Monrovia, California 91016-3500 ' �.� P:m`' Telephone: (626) 930-1200 4 Facsimile: (626) 930-1212 4 e-mail: converse@converseconsultants.com Mr. Rafael Fajardo Associate Civil Engineer ' City of Rosemead Public Works Engineering Department 8838 E. Valley Boulevard ' Rosemead, CA 91770 Subject: PROPOSAL TO PROVIDE GEOTECHNICAL SERVICES STRUCTURAL PAVEMENT SECTIONS ' Proposed Del Mar Avenue Resurfacing Project From Garvey Avenue to Hellman Avenue City of Rosemead, California ' Converse Project No. 09-31-280-00 Dear Mr. Fajardo: Enclosed is our proposal describing our recommended scope of services and fees to provide geotechnical services for structural pavement sections for the above -referenced project. The purpose of the study will be to generate a recommendation report for design and construction of the proposed street improvement. ' In preparation of this proposal we conducted the following: • Reviewed the Request for Proposal (RFP) information transmitted to us dated August 6, 2009 Converse Consultants (Converse) has extensive experience providing geotechnical, construction inspection and material testing services for various street improvement projects ' throughout southern California. Our staffs are familiar with the requirements and guidelines established by the various publications and agencies pertaining to street improvement design and constructions. To meet the city's schedule and provide technically sound and economical recommendations, we have assembled a team of professionals with appropriate ' qualifications and extensive experience on public schools projects. Our proposed project manager, Mr. William Chu, is a registered Civil and Geotechnical Engineer in California with over 19 years of experience. He has overseen numerous projects and prepared reports for 1 public agencies. He will ascertain that the contents of our report meet the requirements of the jurisdictional agencies. ' Our objective will be to ensure that the required quality goals are met, and that all parties are satisfied with the work performance and deliverables rendered. 222 East Huntington Drive, Suite 211, Monrovia, California 91016-3500 ' �.� P:m`' Telephone: (626) 930-1200 4 Facsimile: (626) 930-1212 4 e-mail: converse@converseconsultants.com L ' Please do not hesitate to contact the undersigned at (626) 930-1222 if you have any questions or wish to discuss this proposal in greater detail. We appreciate the opportunity to submit this proposal to the City of Rosemead. ' CONVERSE CONSULTANTS ' ----------- William. Chu, P.E., G.E. ' Senior Vice President/Principal Engineer Dist.: 2/Addressee ' WHC/mm 1 1 F— L Converse Consultants MONROVIA\OFFICE\JOBFILE\2009\31 \09-280\09-31-280-OO_pro ' Page ii TABLE OF CONTENT Appendix A: Fee Schedules and General Conditions I I ' Converse Consultants MONROVIA\OFFICEUOBFILE\2009\31 \09-280\09-31-280-OO_pro ' Page iii 1.0 CREDENTIALS AND EXPERIENCE.....................................................................1 1..1 Company Profiles.......................................................................................1 ' 1.2 Project Team..............................................................................................2 1.3 List of Clients: 3 1.4 Project Experiences...................................................................................4 ' 2.0 DOCUMENTATION PLAN.....................................................................................9 2.1 Project Description.....................................................................................9 ' 2.2 Objective of Our Scope Of Work........................................:.......................9 2.3 Scope of Services......................................................................................9 3.0 FEES....................................................................................................................11 ' 4.0 PROPOSED SCHEDULE....................................................................................11 5.0 CLOSURE............................................................................................................12 Appendix A: Fee Schedules and General Conditions I I ' Converse Consultants MONROVIA\OFFICEUOBFILE\2009\31 \09-280\09-31-280-OO_pro ' Page iii 1.0 CREDENTIALS AND EXPERIENCE ' 1..1 Company Profiles 11 Converse Consultants was founded in 1946 by Professor Frederick J. Converse in Pasadena, California, to provide the construction industry with geotechnical engineering and geological services. As a pioneer in modern soil mechanics, Professor Converse developed many innovative techniques and products to deal with varied and complex foundation engineering issues. Converse Consultants (Converse) has provided professional consulting services on projects which have varied from rocket engine test facilities to high rise buildings, steel mills to dry docks, tunnels, roadways, bridges, wastewater treatment plants, water reservoir and dams, public facilities, educational institutions, and ' residential, commercial, and industrial developments. Our mission is to work together to provide responsive and quality geotechnical, environmental and materials engineering services to our clients, with the objective of developing long-term client relationships. We intend to grow in our operations based on existing core strengths. We will capitalize on opportunities to expand and diversify as we develop new services and geographic locations. We will manage our operations profitably, treat people fairly and with dignity, ' and encourage opportunities for professional career development. We will conduct ourselves as professionals, and maintain the standards of personal and professional integrity and ethics. wAs a measure of its achievements and successful operation during the past 62 years, Converse is honored to have among its clients many of the nation's distinguished ' architects, engineers, developers, contractors, as well as many private, public and government agencies. As a result of its technical excellence and client -oriented services, Converse has grown substantially and has offices in Southern California (Monrovia, Redlands, Costa Mesa, Murrieta, and Sacramento), Nevada (Las Vegas, Reno and Elko), Arizona, Pennsylvania, ' New York and New Jersey. The organization has about 300 staff consisting of geotechnical engineers; civil and structural engineers, engineering geologists, environmental scientists, deputy inspectors, laboratory and field technicians, drafting/CAD specialists, and several other support personnel specialized in their respective fields. ' Our services include various disciplines of geotechnical engineering, geology, earthquake studies, groundwater resources, materials testing and inspection, and environmental sciences and engineering. ' Converse Consultants MONROVIA\OFFICE\JOBFILE\2009\31 \09-280\09-31-280-00_pro ' Page 1 I 1 1.2 Project Team Converse has assembled a team of experienced professionals with specialized skill in the services required for this project. The qualifications of the key members of our team are briefly described below. Principal -In -Charge, Mr. William H. Chu, P. E., G. E. has over 19 years of experience in the fields of geotechnical investigation, earthquake engineering, geotechnical engineering ' analysis, instrumentation installation and monitoring data analysis. Mr. Chu has also performed quality control and assurance for materials testing during construction. He has performed field explorations, literature reviews, soil characterizations, field and laboratory ' data analysis, foundation bearing capacity and settlement analyses, slope stability analyses, static and dynamic pile capacity, establishment of pile driving criteria, grading and storm drain design, field instrumentation and monitoring, liquefaction potential and seismic risk analyses for buildings, hospitals, reservoirs, deep excavation and residential ' development, and report preparation. Mr. Chu has managed numerous large projects for geotechnical investigations and materials testing during construction. tMr. Chu will be responsible for budget and contract negotiation for this project and will be ascertain that our services and obligations are met. ' Project Manager, Dr. Jeff Yang, Ph.D., P.E., G.E., Dr, Yang has over 27 years of experience in civil and geotechnical engineering. As Principal Geotechnical Engineer, he has experience in the field of engineering design and analysis of the foundation design, ' liquefaction analysis, seismic induced settlement, lateral spreading, surface manifestation, remedial measures, and troubleshooting and construction inspection of ' commercial, industrial and governmental development projects. Dr. Yang's experience included design and analysis of the stability of slopes, embankments, earth dams, highways, pipelines, rockfill reservoirs, landfills, and petrochemical plants; supervision of construction work; seismic retrofit design and liquefaction studies for buildings; installation ' of monitoring devices for buildings, piles, slopes, dams, and embankments; environmental investigations for feasibility studies of National Priorities List sites and site assessments; and design and supervision of the construction of high-rise building ' foundations including slurry walls, deep piles, retaining walls, and slope/embankment remediation. Dr. Yang has strong project management and client interaction skills, and maintains close communication with the client. Dr. Yang will have full management, scheduling, and fiscal responsibilities for the conduct of our scope of work. He will also be responsible for assuring that the client's needs are ' met in a responsible manner that work efforts are fully coordinated and that work performance is of high technical quality. The project manager is also committed to maintaining an on-going dialogue with the design team staff assigned to the project to enhance coordination and timely review of the data and reports. Project Geologist: Mark Schluter, C. E. G. has more than 30 years of diverse professional experience in the applied disciplines of engineering geology and ' environmental engineering. He has conducted geotechnical investigations for many projects throughout Southern California, including several hillside developments and Converse Consultants MONROVIA\OFFICE\JOBFI LE\2009\31 \09-280\09-31-280-00_pro Page 2 marginal site developments. Many of the developments have required fault investigations. Mr. Schluter will be responsible for the field reconnaissance, subsurface exploration, and collection of samples and logging of borings. He will also provide the geologic/geo- hazard analyses for the geotechnical report. 1.3 List of Clients: David Evans & Associates I H I H ' Converse Consultants MONROVIA\OFFICE\JOBFILE\2009\31 \09-280\09-31-280-OO_pro ' Page 3 4200 Concours, Suite 200 Ontario, CA 91764 Mr. Rob Bathke 909-481-5750 909-481-5750 KEC Consulting Civil Engineers, Inc. 730 Teal Circle Anaheim, CA 92807 ' Mr. Kavous Emami, 909-628-6234 ' City of Anaheim Water Services Anaheim, CA 92805 ' Mr. Michael Fileccia 714-765-4427 David Evans & Associates ' 4200 Concours, Suite 200 Ontario, CA 92764 Mr. Richard Hart 909481-5750 I H I H ' Converse Consultants MONROVIA\OFFICE\JOBFILE\2009\31 \09-280\09-31-280-OO_pro ' Page 3 I 1 1 1 I 1 1.4 Project Experiences FIRESTONE BOULEVARD IMPROVEMENT PAVEMENT STRUCTURAL SECTION DESIGN RECOMMENDATIONS Converse Consultants (Converse) prepared a report to present pavement structural section design recommendations for the proposed Improvement at Firestone Boulevard north of Artesia Boulevard, Station No. 10+00 to Station 21+00, at the City of Buena Park, California. Our scope of work during design phase included the following: • Conducted field exploration, consisting of drilling a total of three (3) borings to depth of 11.5 feet below existing ground surface. • Performed laboratory tests, including on-site moisture content and dry density, R -value, sieve analysis, percent finer than sieve No. 200, and maximum dry density -optimum moisture content. • Analyzed and evaluated the results of the field exploration and laboratory testing program. • Prepared a report to present design and construction recommendations including earthwork, flexible pavement and rigid pavement structural design per Caltrans Highway Design Manual Standard for the proposed improvements. Converse Consultants MONROVIA\OFFICE\JOBFILE\2009\31 \09-280\09-31-280-00_pro Page 4 ry, Rt Fy+r - :1r '•.µ Vi'`,;µ' 'i ' y7'� 4.0 ry, Rt Fy+r - :1r '•.µ Vi'`,;µ' 'i ' y7'� I 1 1 U 1 1 SR -60 INTERCHANGE IMPROVEMENT PARAMOUNT BOULEVARD The project consists of design and construction of the Retaining Wall No. 6 (Type 1 Standard Wall) for the widening of west bound (WIB) loop on- ramp for State Route 60 (SR -60) at the Paramount Boulevard interchange in the City of Monterey Park, Los Angeles County, California. The existing loop on-ramp is proposed to be widened approximately 10 feet in width on the right lane shoulder from Center Line Route 60 Station 188 + 46.96 to Station 189 + 52.07. A retaining wall is proposed to support the existing ascending slope for the widening roadway. The length of the wall is approximately 200 feet with a maximum wall height about 6 feet. The proposed retaining wall will be a Caltrans Standard Retaining Wall Type 1 supporting the existing ascending slope on the west side of the loop on-ramp. Our scope of work during design phase included the following: • Conducted field exploration, consisting of drilling two (2) borings to depths ranging from 41.5 to 50.5 feet below the existing ground surface within the general approximate locations of the proposed retaining wall. The boreholes were backfilled with cement slurry and capped with 12 -inch Caltrans approved asphalt patch. • Performed laboratory tests, including in-situ moisture and dry density, grain size analysis, maximum dry density and optimum moisture content, expansion index, direct shear, consolidation test, soil corrosivity • Analyzed and evaluated the results of the field exploration and laboratory testing program • Prepared a report for Caltrans review and City of Monterey Park to present design and construction recommendations including seismicity, liquefaction, bearing capacity, settlement and earthwork for the proposed facility. Converse Consultants MONROVIA\OFFICE\JOBFILE2009\31 \09.280\09-31-280-OO_pro Page 5 4 •fry i rLO PROJECT IOCATIONc rP r�'Monterey P,a"rk �Califomla� r.'a e `,Ontario CA 91764 rMrr. Rob Bathke . .909,481-5750y 1 ff I$ CONVERSE PROJECT William Cliu, Pnnclpalai MAik Schluter; Senior Er Geologist i a . ,Sean CALin, Prolect'Enl q I I 0 1 1 1 1 1 L 1 1 1 1 1 I MAIN STREET MEDIAN CONSTRUCTION The project consists of construction 2,500 linear feet of elevated median along Main Street between Carson Boulevard and 223rd Street in the city of Carson, California. The proposed median includes curb, gutter, and landscape. Our scope of work during design phase included the following: • Conducted field exploration, consisting of drilling four borings along the proposed median at the site to maximum depths of five (5) feet below ground surface • Performed Laboratory tests, in-place moisture and density tests, maximum dry density and optimum moisture tests, Expansion Index, passing No. 200 seive, Atterberg Limits and R -value • Analyzed and evaluated the results of the field exploration and laboratory testing program • Prepared a report to present design and construction recommendations including seismicity, bearing capacity, settlement and earthwork for the proposed median A t APROJECTiOCATION: +, , Carson `-'- CLIENTS"CONTACT: 4 °KEC Consulting CiviPEngmeers, Inc: *�736Teal'Circle t' _ jAnaheim, CA 92807'' • .� � :r` Mr Kavous:Emami` c W09-628-6234,�r f},kavouse D6o'e-nears �m ` CONVERSE PROJECT TEAM ° , William,H.'Cliu, Principal'16 Charge r :,Mark Schluter, Project+Managed._ R w GeologistfiV. tTDATE: i r'1 a oaf 4 i k i 1• ���11i ,s ,y ally i r: Converse Consultants, L $ MONROVIA\OFFICE\JOBFILE\2009\31\09-280\09-31-280-00ro . h y a Ile - Page , -Pa e 6 r . ° ' HAUL ROUTE PAVEMENT IMPACT STUDY WALNUT CANYON RESERVOIR REHABILITATION PROJECT The project consisted of preparation of a pre and post roadway construction ' route impact study in conjunction with activities at the Walnut Canyon Reservoir Rehabilitation Project in the city of Anaheim, California. I 1 3 Our scope of work included the following:Jas< • Conducted field exploration, consisting of drilling 36 coring/borings at various streets • Performed non-destructive pavement deflection study and gathered data from the subject travel lanes such that three sensor readings were recorded H; at each test location at select intervals. COQ • Logged notes of visual pavement conditions and/or distress, cross streets, R� presence or absence of curb and gutter, and other such observations during Defli deflection testing operations 'Rete • Conducted laboratory testing of representative samples of site soils, ` including maximum dry density, R -value, and compaction testing F` e �"� . y CONTACT: aheim i. • a' j CA'. 92805 :' ,, r A��- '1 'r w ✓ ! TERSE+PROJECT TEAM ni'Quail, QA/OC^act y n Chu,,Pnncip it in_-6arge 1 Vleleka Techician 3uzmarL,Technician% ,Huang; Technician �_P? 171 y4 �a� � •��# r4u TERM, b r' UN_SIEIILITIES u; r' J+4 . i�r tionStiidy And PaJement• nlitatlon, - •��� Analyzed and evaluated the results from the field exploration and laboratory testing`, • Provided pavement rehabilitation recommendation for the proposed "START=DATE: 4r+'2 ' « construction December2007; ? x f• ki,k„,#$F,L /rid 3 .J• h/ �: ' 0ENDrD'ATE �' • +�` r 6N62008 ' wM 1 a •ii%" �( f i x� « i i. '.i91'i•]M1` �� .nom Converse Consultants ! ` ',� ,+' r r'► ` � . �„ �; 1 MONROVIA\OFFICE\JOBFILE\2009\31\09-280\09-31-280.00_pro `` a"# <jir ' Page 7 I 1 L 1 1 L k u 1 I. 1 1 L FOOTHILL BOULEVARD (STATE ROUTE 66) PAVEMENT REHABILITATION The project consists of approximately 3.27 miles along Foothill Boulevard (State Route 66) in the city of San Bernardino, California. Our scope of work during design included the following: • Performed site reconnaissance • Conducted nondestructive load -deflection tests to assess the bearing capacity and perform rehabilitation designs for the roadway, based on California Test Method 356 (CTM 356) and the Caltrans 2006 Highway Design Manual (HDM 2006) design principles • Conducted subsurface exploration program consisting of drilling 10 test borings to depth between 5 and 6.5 feet bgs • Performed asphalt concrete and Portland cement concrete pavement coring - six (6) inch diameter cores were retrieved from 20 locations • Conducted laboratory testing of representative samples of the site soils, including in situ moisture contents and dry densities and R - value tests • Prepared a report with recommendations for pavement rehabilitation and overlay design Converse Consultants MONROVIA\OFFICE\JOBF I LE\2009\31 \09-280\09-31-280-OO_pro Page 8 tT � :prlf 4i.LL' Al Y 5A i I 1 2.0 DOCUMENTATION PLAN ' 2.1 Project Description ' The proposed street improvement project consists of approximately 2,600 linear feet new pavement on Del Mar Avenue from Gary to Hellman Avenues. Asphalt concrete pavement sections will be placed for this location. ' 2.2 Objective of Our Scope Of Work ' • Obtain subsurface information at the site. • Obtain undisturbed and bulk samples of the various soil types for laboratory testing. The borings will be drilled to depths about five (5) feet below ground surface (bgs) or to refusal, whichever is shallower. Soils will be continuously logged and classified by the geologist/engineer in the field by visual examination in accordance with the Unified Soil ' Classification System. Traffic control will be performed based on WATCH manual. Undisturbed ring samples of the subsurface materials will be obtained at 1, 3 and 5 feet, or ' where unusual conditions are encountered. The relatively undisturbed ring samples will be obtained using a Modified California Sampler (2.4 inches inside diameter and 3.0 inches outside diameter) lined with thin-walled sample rings. The sampler will be driven into the Converse Consultants MON ROVIXOF F IC E\J OB F I L E\2009\3 1 \09-280\09-31-280-00_pro Page 9 The general objectives of the geotechnical study will be to explore and evaluate soil ' conditions beneath the site and provide geotechnical design and construction recommendations for structural pavement sections. 2.3 Scope of Services ' Our proposed investigation will provide the necessary personnel, equipment, materials to explore the site, conduct laboratory testing, perform geotechnical analyses, and prepare structural pavement sections design, and construction recommendations. Our scope of ' work will include the following tasks: ' Task I: Project Set-up As part of the project set-up, staff personnel from our office will conduct the following: • Co-ordinate site access with the City. • Acquire encroachment permit for our scope of work. • Field reconnaissance to map the surface condition. ' Stake/mark the boring locations in the field such that drill rig access to all the locations is available. ' Task II: Subsurface Exploration The field investigation will consist of a subsurface exploration program consisting of drilling ' total of five (5) exploratory borings as identified in the RFP. The purpose of the field exploration is to: ' • Obtain subsurface information at the site. • Obtain undisturbed and bulk samples of the various soil types for laboratory testing. The borings will be drilled to depths about five (5) feet below ground surface (bgs) or to refusal, whichever is shallower. Soils will be continuously logged and classified by the geologist/engineer in the field by visual examination in accordance with the Unified Soil ' Classification System. Traffic control will be performed based on WATCH manual. Undisturbed ring samples of the subsurface materials will be obtained at 1, 3 and 5 feet, or ' where unusual conditions are encountered. The relatively undisturbed ring samples will be obtained using a Modified California Sampler (2.4 inches inside diameter and 3.0 inches outside diameter) lined with thin-walled sample rings. The sampler will be driven into the Converse Consultants MON ROVIXOF F IC E\J OB F I L E\2009\3 1 \09-280\09-31-280-00_pro Page 9 I bottom of the borehole with successive drops of a 140 -pound hammer falling 30 inches. The number of successive drops of the driving weight ("blows') required for one foot of penetration will be shown on the boring summary sheet in the "blow/6-inch" column. The ' soil will be retained in brass rings (2.4 inches in diameter and one inch in height). The central portion of the sample will be retained and carefully sealed in waterproof plastic containers for shipment to the laboratory. Bulk samples of representative soil types will be collected in plastic bags. Groundwater levels, where encountered in the borings, will be recorded. After completion of boring within existing paved area, boreholes will be backfilled with soil cuttings. Asphalt patching will be performed after completion of drilling if needed. ' Task III: Laboratory Testing Soil 'samples obtained during exploratory drilling will be tested in our laboratory to evaluate their physical characteristics and engineering properties. Laboratory testing may include, but will not necessarily be limited to: • Moisture -density of in-situ samples ' Sieve Analysis • Modified Proctor • R -value ' Task IV: Engineerinq Analyses and Report ' Data obtained from the exploratory borings and laboratory -testing program will be evaluated. Engineering analyses will be performed to present structural pavement sections design and construction recommendations in a geotechnical report, which will ' include the following items: A. Site Condition: ' 1. Description of existing asphalt concrete and base thickness 2. Description of on-site soils, boring locations, and test methodologies utilized t 3. Groundwater depth if encountered B. Recommendations for: ' 1. Grading 2. Over excavation and compaction 3. Subgrade preparation 4. Structural backfill 5. Suitability of on-site soils for regarding or for use as compacted fill ' 6. Types of imported fill (if required) for use as compacted fill 7. Recommended structural pavement sections for asphalt concrete for TI of 8.1 ' Converse Consultants MONROVIA\OFFICE\JOBFILE\2009\31 \09-280\09-31-280-00_pro ' Page 10 n 3.0 FEES ' Our consulting services will be provided in accordance with our current Schedule of Fees and General Conditions, copies of which are attached and form a part of this proposal. The total cost breakdown for our professional services is presented in the table below. 1 1 1 u 1 Table No. 1. Cost of Professional Services Access to the site is feasible from all the streets for exploration using a standard truck- mounted drill rig. Our cost is based on the following assumptions: • Permits will be provided at no cost to us It is our understanding that only an application form will need to be submitted • All field work will be done in one mobilization during normal weekdays working hours • It is understood by both contracting parties that this is not a prevailing wage project for geotechnical investigation services as defined in Labor Code Sections 1770-1780 • The site is not contaminated and level D protection is assumed • Access to the site will be available on weekdays after hours or weekend • Four (4) copies of one report will be prepared for the proiect ' We will provide our scope of work pertaining to the geotechnical investigation for an estimated fee of $4,350.00. ' The above cost estimate and scope of services does not include environmental study of soil and groundwater and any inspection and/or testing services during construction. ' 4.0 PROPOSED SCHEDULE After boring locations have been marked, the USA requires 48-hour advance notice for utility clearance. We can begin subsurface exploration in three to five working days after receipt of your written authorization to proceed with mobilization of equipment, personnel, weather and site conditions permitting. We plan to complete the field exploration in one ' Converse Consultants MONROVIA\OFFICEWOBFILE\2009\31 \09-280\09-31-280-00_pro Page 11 TASK NO COST TASK I: PROJECT SET-UP $250.00 TASK II: SUBSURFACE EXPLORATION TRAFFIC CONTROL $1,500.00 $300.00 TASK III: LABORATORY TESTING $1,000.00 TASK IV: ENGINEERING ANALYSES AND REPOR $1,300.00 TOTAL: $4,350.00 Access to the site is feasible from all the streets for exploration using a standard truck- mounted drill rig. Our cost is based on the following assumptions: • Permits will be provided at no cost to us It is our understanding that only an application form will need to be submitted • All field work will be done in one mobilization during normal weekdays working hours • It is understood by both contracting parties that this is not a prevailing wage project for geotechnical investigation services as defined in Labor Code Sections 1770-1780 • The site is not contaminated and level D protection is assumed • Access to the site will be available on weekdays after hours or weekend • Four (4) copies of one report will be prepared for the proiect ' We will provide our scope of work pertaining to the geotechnical investigation for an estimated fee of $4,350.00. ' The above cost estimate and scope of services does not include environmental study of soil and groundwater and any inspection and/or testing services during construction. ' 4.0 PROPOSED SCHEDULE After boring locations have been marked, the USA requires 48-hour advance notice for utility clearance. We can begin subsurface exploration in three to five working days after receipt of your written authorization to proceed with mobilization of equipment, personnel, weather and site conditions permitting. We plan to complete the field exploration in one ' Converse Consultants MONROVIA\OFFICEWOBFILE\2009\31 \09-280\09-31-280-00_pro Page 11 ' (1) day. The laboratory testing, engineering analyses, preparation and submission of the report will take approximately two (2) weeks after completion of the field exploration. One report will be prepared. The preliminary data and recommendations can be provided ' verbally during the course of study. If the report will need to be submitted before the above mentioned schedule additional fee will be needed to compensate overtime charges for personnel and equipment rental 5.0 CLOSURE ' Our findings and recommendations will be prepared in accordance with generally accepted professional engineering and engineering geological principles and practice in this area of Southern California. Unless we hear differently, we will assume that these conditions are ' acceptable to you. During the course of this work, we will provide workers' compensation insurance as required ' by law. Please sign two copies of the Authorization and Agreement Block at the end of this proposal. Retain one copy of this proposal for your files and return one signed copy to our office to formally authorize our services. ' This proposal will expire sixty (60) days from its issuance, if not accepted in that time. It is understood by both contracting parties that this phase of the project is not ' subject to prevailing wages as defined in Labor Code Sections 1770-1780. Special billing instructions, including backup documentation requirements, should be mutually agreed upon and indicated herein. Subsequent additions or changes should ' likewise be mutually agreed upon and submitted in writing with appropriate authorization. 1 ' Converse Consultants MONROVIA\OFFICEUOBFILE\2009\31 \09-280\09-31-280-00_pro tPage 12 I 1 1 1 PROPOSAL TO PROVIDE GEOTECHNICAL SERVICES STRUCTURAL PAVEMENT SECTIONS Proposed Del Mar Avenue Resurfacing Project From Garvey Avenue to Hellman Avenue City of Rosemead, California Converse Project No. 09-31-280-00 ACCEPTANCE OF AGREEMENT AND'AUTHORIZATION TO PROCEED' Firm Name: (Client)2 By (Print Name) (Signature) Title: Date: Telephone No. ( ) Fax No. ( ) P.O. No./Billing Instruction S3: ' Invoices to be sent to the Client, who shall be responsible for payment thereof, unless notified otherwise. The Client is represented by a person with authority to financially commit to the scope of work herein and acknowledges that the person signing has read and understands the enclosed General Conditions. ' 2 Billing requirements, including backup documentation, should be mutually agreed upon and indicated here. Subsequent additions or changes should likewise be mutually agreed upon and submitted in writing with appropriate authorization. Converse has been informed by the Client that this is not a prevailing wage project as determined by local Labor Code. [1 ' Converse Consultants MONROVIXOFFICEW013FILE\2009\31\09-280\09-31-280-00 pro I 1 1 1 rl LJ H APPENDIX A FEE SCHEDULES AND GENERAL CONDITIONS CONVERSE CONSULTANTS Schedule of Fees Personnel Introduction It is the objective of Converse Consultants to provide its clients with quality professional and technical services and a continuing source of professional advice and opinions. Services will be performed in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. This fee schedule is valid through January 31, 2010. Hourly Charges for Personnel Staff assignments will depend on personnel availability, job complexity, project site location and experience level required to satisfy the technical requirements of the project and to meet the prevailing standard of professional care. ' 1. Exploration expenses (drilling, trenching, etc.) are charged at cost plus fifteen percent. 2. Travel and subsistence expenses (transportation, room and board, etc.) for individuals on projects requiring travel and/or living away from a principal office are charged at cost plus fifteen percent. 3. Automobile and truck expenses are charged at cost plus fifteen percent (rentals) or at a rate of fifty-five cents per mile for company- owned vehicles traveling between principal office and project. ' 4. Other out-of-pocket direct project expenses (aerial photos, long-distance telephone calls, permits, outside printing services, tests, etc.) are charged at cost plus fifteen percent. Invoices ' 1. Invoices will be submitted to the Client on a monthly basis, and a final bill will be submitted upon completion of services. 2. Payment is due upon presentation of invoice and is past -due thirty days from invoice date. In the event Client fails to make any payment to Converse when due, Converse may immediately cease work hereunder until said payment, together with a service charge at the rate of eighteen percent per annum (but not exceeding the maximum allowed by law) from the due date, has been received. Further, ' Converse may al its sole option and discretion refuse to perform any furtherwork irrespective of payment from Client in the event Client fails to pay Converse for services when said payments are due. 3. Client shall pay attorneys' fees or other costs incurred in collecting any delinquent amount. ' General Conditions The terms and provisions of the Converse General Conditions are incorporated into this fee schedule as though set forth in full. If a copy of the General Conditions does not accompany this fee schedule, Client should request a copy from this office. ' Converse Consultants P2009 Field Technical Services ' Construction Inspector — ACI/ICBO and/or DSA certified (concrete, post -tension, masonry, structural steel, fireproofing, includes concrete batch plant and local steel fabrication inspections) $65 Non -Destructive Testing Inspector (ultrasonic, magnetic particle, dye penetrant, skidmore, pull testing, torque testing, ' Schmidt hammer, and pachometer) Soils Technician (soil, base, asphalt concrete, and moisture emission testing) 75 70 Senior Soils Technician 80 Supervisory Soils Technician 85 Sample Pick-up 50 ' Professional Services (Field and Office) Staff Professional $80 Senior Staff Professional 85 ' Project Professional Project Manager 105 115 Senior Professional 135 Principal Professional 160 Principals/Consultants 180 ' Laboratory Testing Laboratory Technician $65 (Unit prices for routine tests quoted upon request; see Geotechnical Laboratory Testing and Materials Testing Services ' Schedules of Fees) Office Support Clerical/Word Processing $60 Drafting _ 65 ' CAD Operator/Drafting Manager 70 An overtime charge of 50 percent of the above hourly rates (excluding Professional Services) will be added for time in excess of eight hours per day and for all time on Saturdays, Sundays and holidays. An overtime charge of 100 percent of the above hourly rates (excluding Professional Services) will be charged on Sunday if hours worked was seven continuous eight hours per day in one work week, not counting vacation or sick ' leave within the week. Travel time to and from the job site will be charged at the hourly rates for the appropriate personnel. Expenses ' 1. Exploration expenses (drilling, trenching, etc.) are charged at cost plus fifteen percent. 2. Travel and subsistence expenses (transportation, room and board, etc.) for individuals on projects requiring travel and/or living away from a principal office are charged at cost plus fifteen percent. 3. Automobile and truck expenses are charged at cost plus fifteen percent (rentals) or at a rate of fifty-five cents per mile for company- owned vehicles traveling between principal office and project. ' 4. Other out-of-pocket direct project expenses (aerial photos, long-distance telephone calls, permits, outside printing services, tests, etc.) are charged at cost plus fifteen percent. Invoices ' 1. Invoices will be submitted to the Client on a monthly basis, and a final bill will be submitted upon completion of services. 2. Payment is due upon presentation of invoice and is past -due thirty days from invoice date. In the event Client fails to make any payment to Converse when due, Converse may immediately cease work hereunder until said payment, together with a service charge at the rate of eighteen percent per annum (but not exceeding the maximum allowed by law) from the due date, has been received. Further, ' Converse may al its sole option and discretion refuse to perform any furtherwork irrespective of payment from Client in the event Client fails to pay Converse for services when said payments are due. 3. Client shall pay attorneys' fees or other costs incurred in collecting any delinquent amount. ' General Conditions The terms and provisions of the Converse General Conditions are incorporated into this fee schedule as though set forth in full. If a copy of the General Conditions does not accompany this fee schedule, Client should request a copy from this office. ' Converse Consultants P2009 I 1 ■ 1 1 CONVERSE CONSULTANTS Schedule of Fees Geotechnical Laboratory Testing Compensation for laboratory testing services will be made in accordance with this fee schedule. Costs of tests not on this schedule will be by quote and/or in accordance with our current hourly fee schedule. The rates are based on non -contaminated soil. A surcharge will be charged for handling contaminated material, which will be determined based on the project. IDENTIFICATION AND INDEX PROPERTIES TESTS Visual Classification, ASTM D2488 .....................................8.00 180.00 Engineering Classification, ASTM D2487 .........................15.00 300.00 Moisture Content 60.00 • Moisture Content & Dry (Bulk) Density, 60.00 ASTM D2216 & D2937 .............................................15.00 • Moisture Content, ASTM D2216 ................................10.00 65.00 Shrinkage Limit, ASTM D427 ............................................85.00 65.00 Atterberg Limits, ASTM D4318 45.00 • Several points............................................................80.00 80.00 • One point...................................................................40.00 Particle Size Analysis, ASTM D422 • Fine Sieve (From +#200 to #4) ..................................80.00 • Coarse Sieve (From +#200 to 3 in)............................80.00 • Hydrometer................................................................85.00 Percent Passing #200 Sieve, ASTM D1140 .....................45.00 Specific Gravity • Fine (passing #4 sieve), ASTM D854 ........................70.00 • Coarse (retained on #4 sieve), ASTM 0127 ..............70.00 Sand Equivalent Test ........................................................75.00 Double Hydrometer Dispersion, ASTM D4221 ................150.00 COMPACTION AND BEARING STRENGTH Standard Proctor Compaction, ASTM D698 or ASTM D1557-91 • Method A or B.......................................:..................120.00 180.00 • Method C (6 -inch mold) ...........................................130.00 300.00 California Impact Method (Caltrans 216) ......... ...............200.00 60.00 R -value, ASTM D2844 ....................................................240.00 60.00 California Bearing Ratio (CBR), ASTM D1883 • 1 point......................................................................125.00 65.00 • 3 point......................................................................325.00 65.00 Relative Density 45.00 • 0.1 cubic foot mold...................................................200.00 80.00 • 0.5 cubic foot mold...................................................300.00 SHEAR STRENGTH Torvane/Pocket Penetrometer...................................:......20.00 180.00 Direct Shear (per point) 300.00 • Quick Test..................................................................60.00 60.00 • Consolidated - Drained (granular soil) 60.00 ASTM D3080..........................................................140.00 • Consolidated - Drained (fine grained soil), 65.00 ASTM D3080..........................................................200.00 65.00 • Consolidated - Undrained (fine grained)..................120.00 45.00 • Residual Strength, per Cycle.....................................45.00 80.00 • Remolded Specimens, per specimen ........................45.00 STATIC UNIAXIAL AND TRIAXIAL STRENGTH TESTS (PER POINT) Unconfined Compression, ASTM 2166 .............................75.00 180.00 Unconsolidated - Undrained, ASTM D2850 ....................110.00 300.00 Consolidated — Undrained (per point).............................700.00 60.00 Consolidated — Drained (per point).................................700.00 60.00 With Pore Pressure Measurement, per load...................150.00 Remolded Specimens, per specimen ...............................45.00 Converse Consultants GLT2009 CONSOLIDATION AND SWELL COLLAPSE TESTS 8 Load Increments.......................................................... 180.00 Additional load increment .................................................30.00 300.00 Time -Ratio, per load increment ........................................ 60.00 Single Point (collapse test) ........:...................................... 60.00 Single Load Swell, ASTM D4546 • Ring Sample, Field Moisture ..................................... 65.00 • Ring Sample, Air Dried .............................................. 65.00 Remolded Sample, per specimen ..................................... 45.00 Expansion Index Test, UBC 29-2/ASTM D4829 ............... 80.00 HYDRAULIC CONDUCTIVITY TESTS Constant Head, ASTM D2434 ......................................:. 250.00 Falling Head Flexible Wall, ASTM D5084 ....................... 300.00 Triaxial Permeability, EPA 9100 ..................................... 350.00 Remolded, Specimen, per specimen ................................. 50.00 CHEMICAL TESTS Corrosivity, (pH, resistivity, sulfates, chlorides) ............... 150.00 Organic Content, ASTM D2974 ........................................ 65.00 Conditions: Unit rates presented on this fee schedule are for routinely performed geotechnical laboratory tests. Numerous other earth material physical tests can be performed in our geotechnical laboratories. including rock core, soil cement and soil lime mixture tests. Tests not listed can be quoted upon request. This fee schedule is valid through January 31, 2010. Prices are based on the assumption that samples are uncontaminated and do not contain heavy metals, acids, carcinogens and/or volatile organics which can be measured by an organic vapor analyzer or photoionization detector with a concentration greater than 50 parts-per-million(ppm). Quoted testing fees are based on the assumption that no protective clothing will be required to handle samples. If Level D protective clothing will be required during handling of samples (as defined in the Federal CFR Part 1910.120), then a 40% increase in fees presented in this schedule will be applied. Level C protective clothing will be a 60% increase in fees. Converse will not handle samples that require either Level B or Level A protection in our geotechnical laboratories. Contaminated samples will be returned to the client. Uncontaminated samples will be disposed of 30 days after presentation of lest results. The client must disclose the source of samples. Samples imported from out of state will be incinerated after testing, in accordance with requirements of the United States Department of Agriculture. Soil samples obtained within the State of California currently designated quarantine areas will also be incinerated in accordance with the requirement of the State of California. Department of Food and Agriculture, Division of Plant Industry, Pest Exclusion. A$5.00 incineration fee will be added to each sample that is required to be incinerated in accordance with State and Federal law. Test results requiring plots will be presented in a publishable format generated from computer programs. otherwise, raw test numbers will be presented. A minimum laboratory fee of $50.00 will be charged to present and mail test results. Beyond the standard U. S. Mail delivery, specialized transmittal will be charged at additional cost (e.g.. Federal Express, UPS, etc.). Geotechnical testing does not include engineering and/or geologic review and analysis. Typical tum -around for geotechnical laboratory testing is two weeks (or roughly ten working days). To expedite test turnaround to five working days, a 50% increase in the fees in this schedule will be applied. Many geotechnical tests require at least one week to perform in accordance with the ASTM or other standard specifications. Fees presented in this schedule for relatively undisturbed direct shear, consolidation or expansion pressure tests are based on the assumption that 22 -inch diameter (2.416 - inch inside diameter) brass ring samples will be provided to the geotechnical laboratory for testing. Remolded specimens will be compacted in standard 2.5 -inch outside diameter brass rings for direct shear, consolidation and expansion pressure tests. All fees presented in this schedule are based on the assumption that the client will deliver samples to our laboratory at no additional cost to Converse. Invoices will be issued monthly and are payable on receipt unless otherwise agreed upon. Interest of 1.5% per month (but not exceeding the maximum allowed by law) will be payable on any amount not paid within thirty days: payment thereafter to be applied first to accrued interest and then to the principle unpaid amount. The Client shall pay any attorneys' fees or other costs incurred in collecting any delinquent amounts. 'CONVERSE CONSULTANTS General Conditions — ' Right of Entry Client warrants to Converse that it has full legal right to authorize Converse's entry upon the real property where Converse's services are to be performed ('Site' hemin) and upon all property, if any, required for ingress and egress to the Site. ' Client authorizes Converse to enter upon the Site and such adjoining property as is necessary to allow Converse to perform its services. Converse will take reasonable precautions to minimize any damage to the She; however, Client acknowledges that during the normal course of the performance of Converse's services, some damage to the Site may occur. The correction of any damage to the Site (surface or subterranean) shall be the obligation of the Client Information Supplied by Client ' Client warrants the accuracy of any information supplied by it to Converse, acknowledges that Converse will not verify the accuracy of such information, and agrees that Converse is entitled to rely upon any such information. Client shall immediately nobConverse in writing of any data, information or knowledge in the ' possession of or known to Client relating to conditions existing at the Site and shall provide Converse with the location, size and depth of any and all underground tanks, piping or structures existing upon the Site. Client shall defend, indemnify and save harmless Converse, is officers, agents and employees from and against any and all claims, costs, suits and damages, including aftomeys' fees, arising out of errors, omissions and inaccuracies in documents and information provided to Convene by Client Ownership of Data and Documents; Samples ' All reports, boring logs, tied data, field notes, laboratory test data, calculations, estimates and other documents prepared by Converse shall remain the sole property of Converse. Client shall have the right to the use of all data, recommendations, proposals, reports, design ' criteria and similar information provided to d by Converse ('information' herein); provided, however, that the information shall not be used or retied upon by any party other than Client save and except as may be requiredby the design and licensing requirements of the project for which the information s provided; further, such use shall be limited to the particular site and project for which the information is provided. To the extent Client utilizes Converse's ' information by providing or making the same available to any third parry (a) Clientagrees to give written notice to any such third party that A may not utilize or rery on any aspect of Converse's mnity information and (b) Client agrees to defend, indecord hold Converse harmless against any and an claims, demands, costs, losses, damages and expenses, including attorneys fees, that may be asserted against or sought from Converse by any such third party. ' Client's right to the use of the information is expressly conditioned upon Clients prompt payment to Converse of all sums due under the Client/Converse agreement In the event of Clients nonpayment or partial payment of said amounts, Client agrees that it shall not use any of the Information for any purpose whatsoever and shall return the same to Converse within 2 ' business days upon demand. Converse will retain all samples of soil, rack or other materials obtained in the course of performing its services for a period of thirty (30) days. Thereafter, further storage or transfer of samples to Client ma be made at Clienfs expense upon written request from Client to Converse received by be prior to lhe expiration of the 30-0ay period. Converse shall retain permanent records relating to the Converse services for a period of five (5) years following submittal of Converse's report dung which period the records will be made available to Client upon reasonable notice glen by Client and upon payment to Converse of an ' amount sufficient to reimburse Converse for is necessary and reasonable expenses in making said records available. Standard of Care and Professional Responsibility . Client acknowleil es that the services to be performed by Converse invoke the use of tests, ' mloulations, anti and procedures which are in a constant state of development improvement and refinement and that as such, improvements, changes in methods, and modifications of procedures have been made in the past am now being made, and are expected to continue to be made in the future. Further. Client recognizes that while necessary for investigations, commonly used exploration methods, such as drilling borings or excavating benches, involve an inherent risk. For example, exploration on a site contammrg contaminated materials may result in inducing cross - contamination, the prevention of which may not be complete using presently recognized sealing methods. Client recognizes that the state of practice, including but not limited to the practice relating to contamination or hazardous waste conditions, s changing and evoking and that standards existing at the present time may subsequently change as knowledge increases and the state of the practice continues to improve. ' Clientr tzas that prq'ecs containing contaminated materials may not perform as antidpaled Client even though Converses service:; are performed in accordance with the level of care and skill required of ft. Further, certain governmental regulations relating to hazardous waste sties may purport to require achievement of results which cannot be ' Converse Caaubms GCW1 accomplished in an absolute sense, It is recognized that a satisfactory designed, constructed and maintained monrodng system may assist in the early detection of environmental changes allowing for early correction of problems. Unless lt is specifically included in the scope of services to be performed by Converse, Client understands that Converse shall not perform such monitoring. The services to be provided by Converse pursuant to the agreement to which these General Conditions are a part shall be provided in accordance with generelly accepted professional engineering, environmental, and geologic pmcbm in the area where these services are to be rendered and at the time that services are rendered. Client acknowledges that the present standard in the engineering and environmental professions does not include, and Converse does not extend to Client, a guarantee of perfection of the work contemplated hereby; further, that even in the exercise of normal and reasonable ram, errors or omissions may from fire to time occur. Except as expressly set forth in these General Conditions, no other warranty, express or implied, is extended by Converse. Converse shall have rw duty to supervise, coordinate or otherwise be invoked in the performance of services or work by any third party consultant contractor or subcontractor. Where Converses services invoke field observation of grading, filling and compaction (or any of them), it is agreed: a. That Converse shall in rw way be responsible for the manner in which such work is performed by any third party. b. That in the event Converse is to provide periodic observation, Client acknowledges that Convene cannot be responsible for any work performed at a lime or times when Convene was not performing its observation services. Converse will not provide an opinion conceming the performance of any third parry, save and except to the extent that said work was in fact observed and tested by Converse during the course of construction. c. That where Converses services include continuous observation, Client agrees not to allow grading, filling or compaction to be performed at any time or times when Converse is not physically present upon the Site and shall restrict the amount and extent of such grading, filling and compaction to that which can be property observed by Converse personnel present on the Site. d. That in the event Converse is to conduct test borings for Client, Client acknowledges that the accumcy of said test borings relates only to the specific location in which the boring itself was performed and that the nature of many sites is such that differing subsurface soil characteristics can be experienced within a small distance. As such, Client acknowledges that greater accuracy is obtained when the number of test borings is increased. Technical Limitations Client acknowledges and agrees that (1) it is unreasonable to expect Converse to be able to completely evaluate subsurface conditions, even after the most comprehensive exploratory program; (2) site conditions change frequently due to the passage of time, human activities, and climatic conditions and uncertainties are therefore inherent in the nature of Converse's services and impossible to avoid; (3) the identification of geotechnical and environmental conditions and the prediction of future or concealed conditions is an inexact scientific endeavor, (4) the slate of the art of geotechnical and environmental practice is such that Converse cannot guarantee that its recommendations will prove adequate on this project and the Client assumes the risk of any such failure, except as otherwise provided in these General Conditions and that (5) these General Conditions contains specific LIMITATIONS OF LIABILITY. Indemnify of Client and Limitation of Liability Converse shall indemnify Client is officers, directors, agents or employees from any claim, demand or liability arising from personal injury or property loss or damage mused by the sole negligence or willful misconduct of Converse. Anything to the contrary in theaaggreement to which these General Conditions are attached or in these General Cond'mtions notwithstanding, Converse's liability shall be limited to the lesser of the fees charged to Client by Converse for the services performed for Client or the sum of fifty thousand dollars. Client may, at its option, increase the maximum amount for which Converse shall be liable by payment of an additional fee. For the maximum liability sum of one hundred thousand dollars, the additional amount to be paid shall be four percent of the total Converse fee charged hereunder, for the maximum Inability sum of one million dollars, the additional amount to be paid shall be five percent of the total Converse fees charged hereunder Client acknowledges and agrees that its recovery, if any, shall be satisfied, in the first instance, from the proceeds of Converse's insurance, and to the extent of any deficiency in the available insurance proceeds, then and only then, by Converse. Client acknowledges that Converse has agreed to charge Client a reduced fee for services in exchange for the above limitation of liability and that said reduction in fees is consideration for said limitation. Client shall defend and save harmless Converse, its officers, directors,agents and employees from all liability, claims and demands, including expenses of suit and reasonable attorneys' fees arising from personal injuries, includinr�gg disease and death, property loss or damage, injury to others (including personnel of Client Converse or I I F� L C'. 1 subcontractors performing work hereunder), and air or ground pollution or environmental impairment arising out of or in any manner connected with or related to the performance of Converse's services, except where there is a judicial determination that such injury, loss or damage shall have been caused by the sole negI ence or willful misconduct of Converse. Client acknowledges that Converse has charged Client a reduced fee for services to be performed by it in exchange for this hold harmless and that the reduction in fees is consideration for said hold harmless provision. Converse will not be liable for consequential damages of any kind, nature or description. Hazardous Waste, Pollution and Health Hazard Projects ("Hazardous Projects" Herein) Prior to the commencement of services by Converse on any hazardous project, Client agrees to advise Converse in writing of any known hazardous waste or materials existing on or near the Site or if any of said services are to be performed in an area where dust, fumes, gas, noise, vibrations or other particulate or nonparficulate matter is in the atmosphere where it raises a potential or possible health hazard or nuisance to anyone working within the area. Anything in these General Conditions notwithstanding, Client shall indemnity and hold Converse, its officers, directors, agents, servants and employees, harmless from any claim, demand or action brought by any party whomsoever, including employees of Converse which claim, demand or action is based upon injury or damage caused or alleged to have been caused by hazardous wastes or hazardous materials whether or not such waste or materials were known to exist prior to the commencement of services. Client agrees to be responsible for the removal and disposal of any hazardous waste uncovered as a result of the site investigation, including drill cuttings, unless specifically included within the scope of work It is agreed that the discovery of unanticipated hazardous materials constitutes a changed condition mandating an immediate renegotiation of the scope of services or termination of services. Converse will at all times endeavor to perform in a faithful and trustworthy manner. Client understands that Client or Converse may be required by local and/or state and/or federal statute to report the discovery of hazardous materials to a government agency. Client also understands that Converse may be required by local and/or state and/or federal statute to report the discovery of hazardous materials to a government agency, and that Converse, when practical, will do so only after notifying Client. In the event Converse discovers hazardous material that we believe poses an immediate threat to public health and safety, Converse will use its best judgment to notify appropriate emergency personnel for immediate containment Client aces to take no action of any kind against Converse when Converse makes a good -faith effort to fulfill its obligations. Client's Responsibilities Client shall immediately provide Converse with full information in writing as to Client's requirements for the services to be provided by Converse and shall designate in writing within five (5) days of the effective date of the agreement to which these General Conditions are a part, a representative to act on Client's behalf in conjunction with the services to be provided hereunder. Client shall promptly review all documents, reports, data and recommendations submitted by Converse and shall communicate with Converse conceming such reviews for the purpose of avoiding delay in the performance of the services to be rendered by Converse. Client shall nobany third party who may perform on the Site of the standard of care being undertaken by Converse pursuant hereto and of the limitations of liability contained herein. Client shall require as a condition to the performance of any such third party a like indemnity and limitation of liability on their part against Converse. Confidentiality Converse shall hold all information provided to it by Client and the results of the work performed %it confidential and shall not disclose the same to any third party except where required by Governmental regulatory agencies or as otherwise required by law. Disputes Converse shall have the right to bring a legal action in a state or federal court against Client for any sums due or alleged to be due to dor for services rendered. Except for this right, Converse and Client agree that as an express condition to the right of either party to bring a legal action against the other, they shall first submit any dispute to mediation by a neutral person acceptable to both parties. Each party shall bear its own attorneys' fees, costs and other expenses, except that each party shall be responsible and pay for one-half of the costs and expenses of the mediator. In the event that legal action is required, the prevailing party shall be entitled to recover all of its costs incurred in connection therewith including, without limitation, staff time, court costs, attorneys' fees, consultant and expert witness fees and any other related expenses. In this regard, in order to make the prevailing party whole, the parties acknowledge and agree that the prevailing parry shall be entitled to recover all of its costs incurred in connection with the legal action and shall not be limited to 'reasonable attorneys fees' as defined in any statute or rule of court. The obligations, responsibilities, warranties and liabilities of the parties shall be solei those expressly set forth herein. Remedies and limitations of liability shall apply regardless of whether an action is brought in contract, or is based on either party's negligence, or another theory of law. All of the rights, remedies, obligations, terms, conditions and limitations of liability stated herein shall extend collectively to and be binding upon the parties' partners, joint ventures, licensors, successors, assigns, insurers, and affiliates. Client and Converse agree that any legal action with respect to the services to be performed under these General Conditions shall be brought against the parties, and not against individual officers, Converse CansWm M GC99 1 employees or former employees of the parties. All legal actions by either party against the other for breach of these General Conditions or for the failure togm in accordance with the applicable standard of care, however framed, that are essentially based upon such breach or failure shall be bared two (2) years from the time claimant knew or should have known of its right to make a claim, but, in any event, not later than four (4) years from substantial completion of Converse's services. Jobsite Safety Converse shall be responsible for its activity and that of its employees on the Site. This shall not be construed to relieve the Client, its general contractor or any subcontractor of their obligation to maintain a safe jobsite. Neither the professional activities nor the presence of Converse or hs employees and subcontractors shall be understood to control the operations of others, nor shall it be construed to be an acceptance of the responsibility for jobsite safety. Converse will not direct, supervise or lay out the work of the Client, contractor, or any subcontractors. Converse's services will not include a review or evaluation of the adequacy of the contractols safety measures on or near the Site. Schedules Unless otherwise specified in the agreement, Converse shall be oblated to perform within a reasonable period of time. Converse shall not be responsible for delays in the compleffon of its services created by reason of any unforeseeable cause or causes beyond the control and/or without the fault or negligence of Converse, including but not restricted to acts of God or the public enemy, acts of the Government of the United States or of the several states, or any foreign country, or any of them acting in their sovereign capacity, acts of other contractors with Client, fire, floods, epidemics, dots, quarantine restrictions, strikes, civil insurrections, freight embargoes, and unusually severe weather. Should completion of any portion of the services to be rendered by Converse be delayed beyond the estimated date of completion for any reason which is beyond the control of or without default or negligence of Converse, then and in that event Client and Converse shall mutually agree on the leis and conditions upon which the services may be continued or terminated. Invoices Converse shall submit monthly progress invoices to Client, and a final bill shall be submitted upon completion of the services. Within thirty(301 days after receipt of an invoice, Client shall pay the full amount of the invoice. IS Cfent objects to all or any Portion of any invoice, it shall so notify Converse of the same within fifteen (15) days F the date of receipt of said invoice and shall pay that portion of the invoice not in dispute, and the parties shall immediately make every effort to settle the disputed portion of the invoice. If Client fails to make payment within thirty (30) days after receipt of an invoice, then Client shall pay an additional monthly service charge of one and one-half percent (1% %) on all such amounts outstanding. The additional charge shall not apply to any disputed potion of any invoice resolved in favor of Client. In the event Client fails to pay any undisputed amount to Converse when due, Converse may immediately cease work unfil said payment together with a service charge at the rate of 1 % per month, as specified above, from the due date has been received. Further, Converse may, at its sole option and discretion, refuse to perform any further work irrespective of payment from Client In the event that all or any portion of the 1 % % service charge provided for herein is deemed to be an interest charge, then and in that event said interest charge shall be limited to the maximum amount legally allowed by law. Client acknowledges Converse's fee schedules are revised annualand agrees that the fee schedule in effect at the time the services are performed s all apply to such services. Insurance Converse represents that it now carries, and will continue to caduring the term of Phe contract to which these General Conditions are a part, Workers Compensation insurance and that, if requested, Converse shall provide to Client certificates as evidence of the aforementioned insurance. Assignments Client shall not assign this contract or any porion thereof to any other person or entity without the express written consent or Converse. Nothing contained in this contract or any part thereof shall be construed to create a right in any third party whomsoever, and nothing herein shall inure to the benefit of any third party. Severability If any provision of these General Conditions is finally determined to be contrary to, prohibited by, or invalid under applicable laws or regulations, such provision will be renegotiated so as to give effect to the intent of the parties to the maximumpossible extent Such determinabon and renegotiation shall not affect of invalidate the remaining provisions or these General Conditions. Governing Law These General Conditions shall be governed by and construed under the laws of the State of California. I I I I I I I I P I I I I I I I I I I