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Home My WebLink AboutC22800 CO2 Corporation Yard Expansion 715-00REQUEST: SUBMITTED BY: CONTRACTOR: DATE: CONTENTS: Recommendation: Discussion: CITY OF PALM DESERT PUBLIC WORKS DEPARTMENT STAFF REPORT Approve Contract Change Order No. 2 to Contract No. C22800 with Harris & Associates for Additional Construction Management Services for the Corporation Yard Expansion (Project Number 715-00). John A. Garcia, P.E. Engineering Manager Harris & Associates 74-333 Highway 111, Suite 101 Palm Desert, CA 92260 March 9, 2006 Contract Change Order No. 2 Harris & Associates Proposal Vicinity Map Approve Contract Change Order No. 2, in an amount not to exceed $72,322.00, to Contract No. C22800 with Harris & Associates for additional construction management services required for the Corporation Yard Expansion Project and authorize the Mayor to execute the same; appropriate $72,322.00 from unobligated Fund 231 to Account No. 231- 4330-413-4001. On May 27, 2004 City Council approved Contract No. C22800 with Harris & Associates in an amount not to exceed $169,000.00 for construction management services for the Corporation Yard Expansion and the Irrigation Pump Station Installation at the Civic Center Park projects. This contract provided $122,000.00 for the Civic Center project and $47,000.00 for the Corporation Yard project construction management services. On June 23, 2005 City Council approved Contract Change Order No. 1 to Contract No. C22800 in the amount of $36,000.00 for additional construction management services required for the Civic Center project. Staff Report — Contract Change Order 2 to Contract C22800 Harris & Assoc. Page 2 of 2 March 9, 2006 The Notice to Proceed with construction of the Corporation Yard Expansion Project was issued to WDL Construction in August 2005. Construction is approximately 45% complete and is currently on schedule to be completed in September 2006. Contract Change Order No. 2 to Contract C22800 is required for materials testing/geotechnical inspection services and special deputy inspection of concrete, masonry, and structural steel welding required by the building code. These required services were not originally provided in the contract with Harris & Associates. Also, additional construction management services are required for plan check and utility coordination and for an additional two -month construction duration. The original scope of work specified a duration of 10 months while the project will require 12 months to complete. The construction management services will be provided on a time -and -material basis as specified in the original contract and the attached proposal from Harris & Associates. The contingency balance is currently $16,900.00 for the Harris contract. Staff recommends that City Council, by minute motion, appropriate $72,322.00 from unobligated Fund 231 to Account No. 231-433-413-4001, approve Change Order No. 2 to Contract No. C22800, and authorize the Mayor to execute the same. Submitted By: Jo A. Garcia, P.E. Engineering Manager Approval: Departmenj, H = -d: Mark Greenwood, P.E. Director of Public Works orfier Croy Paul Gibson ACM for Dever .. ent Services Finance Director OA. Carlos Orteg City Manager JG:cls/dhl G:1Pub Works\Staff Reports12006\March 915 Amendment 2 to Harris Assoc for Corp Yard 715-001.Approve CO 2 Harris Assoc Corp Yard 715-00.doc C ITY OF P ALM D ESERT CONSTRUCTION CHANGE ORDER P.O. # 011452 Contract # C22800 Project # 715-00 City Corporate Yard Expansion Project Description: Contractor Name Harris & Associates Contractor Street Address 74-333 Highway 111, Suite 101 Vendor # 6862 City, State, Zip Palm Desert, CA 92260 Contract Change Order # 2 Pursuant to the terms of the original contract Agreement, you are hereby directed to make the herein described changes or do the following described work not included in the plans and specifications for this Contract. Unless otherwise stated, all work shall conform to the terms, general conditions, and special provisions of the original contract. DESCRIPTION OF CHANGE Additional construction management services for materials testing, geotechnical and special deputy inspection, and plan check and utility coordination. Contingency used? (circle one) Yes No Increase in Amount $72,322.00 If yes, amount moved to base: $ Increase in Days Contract Amount (include past change orders) Contract Date of Completion $205,000.00 August 29, 2005 Plus/Minus Current Change 72,322.00 None Plus/Minus Current Change Order Order Revised Total Contract Amount Revised Date of Completion $277,322.00 Sept, 3, 2006 1. 2. ORDERED BY: CERTIFIED FUNDS AVAILABLE Department Head Director of Finance Date 3. 4. APPROVED BY: APPROVED BY: City Manager Date City Council Date We, the undersigned Contractor, have given careful consideration to the change proposed and hereby agree, if this proposal is approved, that we will provide all materials, perform all labor, except as may be noted above, and perform all services necessary to complete the above specified work, and hereby accept as full payment the amount shown above, which includes all direct and indirect overhead expenses for any delays. ACCEPTED BY: Contractor/Vendor Date Letter No. 06 February 14, 2006 John Garcia Ciiy of Palm Desert 73-510 Fr�d Waring Dri�e Palm Desert, CA 92260-2578 Re: City of Palm Desert Cor�oration Yard �xpansion H&A Contrac# Amendment #02 Dear Mr. Garcia, a ■ � �� : �'�� .� �' ��'�� I i, . E Program Managers Construction Managers Ci�il Er�gineers Please find attached proposals an� agreements for Slad�en Geotechnical {soil testinglgeotechnical) and Tandy inspection (Special Deputy Inspection) in accordance witi� City request that these ser►rices be incorporated into Harris & Assaciates scope of services for the Corporatian Yard Expansion and Reno�ation project. In accardance with our contract language, additianal scope of work has and is being performed by Harris as follaws: For managing and processing the City appfication ancf plan check process for afl utilility and go�ernmental agencies invol�ed in this project. This involved approximately (4Q} project management hours @$1751hr for a total of $7K. For (2) month ext�nsion, our initial proposal was based on a{10) month construct�on duration at that time. The actual construction duration is (12) months. The originaf budget is on a budget of $12K/man#�t effort for a total extended amount of $24K. Summary: Sladden Engineering Tandy Inspection H&A 10% Mark-Up Subtotai H&A Additionaf Services Total Amended Amount $10, 030 $27, �90 3.802 $41, 822 $31.000 $72,322 If you should have any questians or require additional information, cantact me at 760.272.9035. Sincerely, Harcis & �iro Herrera ional Manager File: H&A.CPD.Ltr.49 Issue: Amendment #02 74-333 Highway 111, 5uite 101 Palm Desert, California 922b0 760.340.6111 FAX 7b0340.6433 coacheiLavalley@harris-assoc.com f�:/:11:3 _ _ �•� � �(� �' „ �: ��; � . � �.�. �`, 6782 Stanton Ave., 3uke n, 9ue�m Park, CA 90821 (714) 5230862 Fax (714) 523-1389 38-725 Garand Ln., SuiRe G, P&Im DeseA, CA 922t 1(780) 7723893 Fauc (760) T72-3885 Septembec fi, 2005 �x��sed onzros) k[arris & Associates ?4-3331-iigitway 111, SvStC 107. Patm Desert, California 92269�4715 Attcntion: Mr. Jerry Jack Subject: Proposal (or Boil Tcsting Services Project Palrn Desert Corporstlon Yard Ptroject SEC Avenue 42 � Merle Drlve Falm Deserk Califomia Proposai No. SPD-05-295 p��d� � `7 ^ ` 5-: 1 : Pursuant to your rcqucst, we arn pteas�+d ni submit t�e following pmp�al to provide the soils teshing seevitas as oulllned herdn daring the consuuction of !he pmposed improvements ro the Palm Dcscrt Corporat[on yard ro be lotaled on the southeast cvmer oE Avenue 42 and Mecle Drive Sn the City of Palm Descrt, California. The pxoject wlll include the grading of the building pads along with the mnsnvction of the associated site improvemernts and the lnstaUation of variotas uaderground utilitie�, Thc_ proFxxed scope described herein and Hie ae�c�c7ated fees fur our seNices are baecd upun our recent discusslons regarding the pzoject schedu.ling »nd kest sequencing as well as oux previous experience oti slmilar projects. st4rE oa ssz�vzcPs: Servlces would indudc tessting and observafions during building pad gradin�, underground u[ility installation and on-site improvement cnnshvction. Observakio�ns and testing would be pexformed on a continvous basks during building ped gr9ding and an intermittea�t basis during the conarructlon of the v�ious site improvements. Testing stzvices will indude field compaction testinG and the associatcd ]�Boratory testing nec¢seory to evalvate (aitd doeument) compiiance w[th the remmmendations of the soils repurt and applicable governmental agenoes. 'Cesdng wlll be performed in acrordance with appropztate A5iM atandards. i� rninii�non•nni/nc•�i��cne��i Cnn� 7� a7cfAinW1 IAaSa(I Wl'dd Na(If1elS VJC��1� September G, 2005 -2- Proposul No. SPD-05-295 txe�eea snaro�) FBES: The fees fox tenting t�rviees w(11 be dependent cm contractor scheduling and project sequencing. Fees wil! be invoiced at tAe foilowing hourty rates. Pt[cEs are subj�ct W change without noklce. Fietd T�hnicia» ................................................. $67,00/hour Project Engineec ................................................ $125.00lhour Principal Engineer ...................._..............,...�,., $750.00/hour Testing and observations during building pad grnding TOdays (2 weeks) ax A houts pec day..........�.....,.�.,..� ......................$2,680.00 Testing oE on-site sewer, cvatex ond utility trench back6li 75 doys at 2 hourx per day ................................................................$2,Dt0.00 Tesdng of parking lot subgrade, bosc matCrlal end aspha�t 10 days nt 2 hours per day ................................................................51,340.00 k166S: The fees for testing serviees wi)l be depende+st on contracror scheduling and pCoject sequencing. Fees wit] be invoiced at the hourly rat�.:. in tho attoched Schedulc oF F�. Pield technician kime wifl cypically be invoiced an kwo houz Sncreanents. The constructian schcduie assumed for the �urpose of preparing this proposal is based upon our recent diseussions azid oux pravioue expecirnce with projects oE similar stzc und scope. Once the E3ne1 construction schedule bernmes known, the smpe and associated fees ran be deFined to more closety reflect the psobable msts. Based upon the assumed constructivn scheduling, the �otal F� For rnmpaction zesring during buliding pad grading and the installation oi site improvemenFu is PsNmated to be approximately $6,030.00. Billing wi11 be )imited to the actual time required to provide adequate observallons and tesHng secvices. With efHdent �ontractor performance and schedaling, chene fers ran be 1Lnited. Laboratoxy testiztg wi)t be preForm¢d as dicbted by soils mndiGone and juriedictional requ9ternenfs end will be invo�ced An a per test basis. Tolal fces f,or iaboratory testittg ate es4imatcd to be �pproxim�tely $4,OW.00. The cos[s f.or individua[ tesb ue fn the att-a�hed Schedule of Fees. Tolal esHmated fees .............»......,..................._.......••-............_._._....,.........._...........................$10,Q30.00 a a �s�ozzaoas•�Niaa:G��isisc;<< �ooz z� d3scr�o�� Sladden .�ngrn¢ering id3s34 W1ad N3a�7K1S WOB� �� , ", , . !; • " s. �„ .` ' �:, 6702 Stantr,n Ava,. Suite A. Buena Park, CA 80621 (794) 523-0952 F9x (714} 523-1369 39-725 Oarand Ln., Suite 6, Paim DeseR, CA 91211 {760j i72�3R93 Fax (760) 772-3895 114 S_ C�'rfomia Avenue, 6eaumont, CA s2223 (951) 845-7743 Fax (951) 846-8863 2005 SCII�DU7GE U�' FEES GJ�'NERAL SCOJPE OF S�YXCJ�S Sfaddcn Lngineetivag proviclrs profes.�iOnTt servicac in thc I1Cid �f soil ntcchatiic5, foundations dctigu and uuthwor#: cn�inocxiug in accordance with genera��y acccptcd practicec at Lhe time of scrvics;. No w�Aznnty, ei�hcr racpressed or implies, is granted as a part o£ the pett'Formance of our work. Sladckn �n�inecriog d0es not prnvifle services related w ecmatruuion safcty at,d shall 6e held harmieae ti�om any liabiliry retated to safety issues. iti the evcnf that thr cliept reqUeats taminstion of wark prioY tu COmplotion, we ru�crve the ri$izT to cnmp[ete (at the clienNs expetise} nny anaiysis or testiug considered necrssaty tv r.c�mpltte our records and prolwt our professionat mputaqon_ P12flFES,SxONAL SE1tVXC`ES 1'rincip:�i F.ngineer ................................................................................ SeniOrEr�gineex/Geologist ................................................................... Projcct Engineec/Gwlogist .........................................._.........,.�..��•...... StaT�'Engineer/Gcoto�{st ---• .................................................................. SoilTtchnician ..................................................................................... Soit1'ecluucian - �'revailing Wage ....................................................... ITeputy (�iading Inspector ................................................................ .�-- Atlminislratiun...................................................................................... SccrecazEat....................._--�-.............._......--•.........,............................... $150.00 per hour 5135.00 per hour $125.00 per hour $1d0.00 per haur $67.0Q per Jaour $85.W per hour $95.00 per hoar $50.00 per hour �50.90 per Aout Minimum Chnrgcs; A miniIDwn of two buuzs wili be cb�ed for feeid [estiug and slaow ug time even if no te8t9ng AS pa�'ezmed. I�A730RAiOliY i'ESTIPiG Maximum Density/Oplimurn Moishaic: (ASTM [557 • Ivlethod A) .............. � 128.00 �ach Nla�c;mcuxi AensicylOpr+mum Moistun: (A STM I557 - Ivlethod C) ............... $148.U0 cach Maximum DensitylOptimum �oisture (Califarnia lmpaet) _ ........................ $128.00 cach Siave Analysis (without 200 wash) ................................................................. �$5.�0 eacli Sieve Analysis (with 200 wash) ..................................................................... $105.00 eacR Lxp<wszon Index {UBC 18-2) ........................................................................ �I 10.a0 cacl� R-Va�uc Dcterminatiou ..........................�..........................._._................._....... $235.00 cach Sand Equivalent (Average of Ihree) ........,_ ..........................---............_...._.... $�05.00 e�ch T..iquid Limit .......................................................................................... ... $SG.�O cach ..._.._ PlsstiCI,t.mit .................................................................................................... $56A0 eanb Plasti�tity Indez (Liquxd �iznit & 1'lastic limit) ................................................ 596,�G each Direct Shear Test ........................�....,...�......................................................... $I2Q.00 each M�usJasll Max A/C ......................................................................................... $1b2.00 exch Soluble Sulfate Content Detetmimarion .......................................................... $46.00 each Corcosian Scrics Uctarmi�ation ..-- ..................._.._..............,.............,........__ $135.W each Asplialt �xtraction GradatSoxt ...................................................._.................. $1G5.00 cach Prices are suhjeCt t0 ch0ttg� Without AOtice. AuguFt22,2005 c a ioinii�nQG�oN/oc�il�icl�C:ii �nn� �i aaciNnw� znos-Sek«kdo o+� *=c� rcv 1 INaSa(I �IIVd N3(IOH15 V�O�: Sepiembex 6, 20Q5 -3- Proposal No. SPD-05-295 {Revieed 3/i Y1D6) lf there ate any questions eegording this proposal or additionol information becomes available that may aseisC ln xeffning the cost estimate providcd herein, please rnntact the underslgned. Please review and initial the attached Ay,reement Pzovisions rev 2.0 datcd 3/04 as they Po*m paM of this agreement. Upon RM2�tATMI' OF fItLS pYQ�05dI, please sign one copy and retum it to ovr of�ice ov avthorization to Proc2ed. Respectively submitted, SLADDEN EFtGIN6EILWG A4rachments: ,A,grpement Pxovinions rev 2.0 3/01 ScheduM oE Fees, sla5 IN W ITNESS W HEREOE, the portics hercby execute this agrcement upon the tekme and conditions stated above and fn the attached Agreement Provisions rev 2.0 dated 3/04 which is to bc iniaaled. ,FTRTrdB & Assaciatea BY 1Vame Title Daie Signature Print Sladden Gngineexing pY ._ ignamre Name Firetk i.. Andc�r:aon Tltic President �ate 9�r x.lo s Sladden tngtneeruig i d t9l0iZdQ89'�N/9E�tl'15/LE�II 90�� Zl d3S(NOW) 183S;0 Wl�d �d34�tllS 4408� � November 18, 2005 Brett L. Anderson President 5ladden Engineering 39-725 Garand Lane, Suite G Paim Desert, CA 92211 Re: SubconsultantAgreementfor City of Palm Desert Palm Desert Corporation Yard Project Dear Mr. Anderson: . .. ., i ;� . . Program Managers Construdion Managers Civil Engineers Enclosed is your signed original subconsultant agreement for the above-mentioned project. In accordance with Article 2D of the subconsultant agreement, please have your insurance carrier prepare a certificate of insurance evidencing the following coverages: Worker's compensation and empioyer's liability insurance as required by the state of California. Commercial business automobile and vehicle liability insurance in the amount of $1,000,000 combined singie limits. Commercial general liability insurance in the amount of $1,000,000 combined singie limits per occurrence or $1,000,000 aggregate. Professional liability (E&O) insurance of $1,000,000 per claim and in the aggregate. Harris & Associates, inc. and the owner are to be named as additional insureds on the General Liability policy. Additional Insured Endorsement is required on CG 20 10 11 85 form or equivalent. The General Liability Waiver of Subrogation must be stated on the certificates. You can refer to your subconsultant agreement for more specific wording requirements. Piease have your insurance carrier prepare a certificate of insurance and mail it to me in our Irvine office. 34 Executive Park, Suite 150 Irvine, California 92614-4705 949.655.3900 FAX 949.655.3995 irvine@harris-assoc.com Brett L. Anderson Sladden Engineering November 18, 2005 Page 2 In order to expedite payment please send ali invoices to our Accounts Payable Department, 120 Mason Circie, Concord, CA 94520, prior to the end of each month. Invoices should reference the project number and be accompanied by a brief statement of progress. If you or your insurance agent has any questions, please feel free to contact me at (949) 655-3900 ext 305. Sincerely, HARRIS & ASSOCIATES � Harmony Kunz HK:hk Enclosure i:\Users\HARMONI'�Sub Agrs\Palm Desert\Corp Yard�Sladden021tr.DOC INarris & Associates HARRIS & ASSOCIATES, INC. SUBCONSULTANT AGREEIUIENT FOR PROFESSIOiVAL SERVICES Harrfs ProJect No: 032-0318.01 SUBCONSULTANT INFORMATION: Company Name: Sladden Enaineerina Attention: Brett L. Anderson. President Address: 39-725 Garand Lane. Suite G. Palm Desert. California 92211 Phone Number: f7601772-3893 Fax Number: 1760) 772-3895 HARRIS AND SUBCONSULTANT AGREE AS FOLLOWS: (SUBCONSULTANiI HARRIS & ASSOCIATES, INC., (HARRIS), has entered into a written agreement (the CONTRAC� with the City of Palm Desert (OWNER) concerning the Palm Desert Corporation Yard Project (the PROJEC� as described in the CONTRACT dated May 27, 2004, which is hereby incorporated as part of this agreement by reference. HARRIS and the SUBCONSULTANT have agreed that the SUBCONSULTANT will perform the following services, which are part of ihe CONTRACT identified above. The services covered by this SU BCONSULTANT AGREEMENT will be performed in accordance with the PROVISIONS included within this form and any attachments and schedules. SCOPE OF SERVICES: Provide soils testing services for PROJECT, as sWted in SUBCONSULTANT proposal dated September 6, 2005, attached as Exhibit AA. COMPENSATION: Not to exceed $'1/01,030 as stated in SUBCO�N/SSULTANT proposal dated Septe,,m"b�er 6, 2005, attached asExhibitAAJ "�8�,•��1.,, SGO�J$ �( S�p�,�tGGS ��l�l�eUti� ��Q 7/�C /yLy�Qq' SCHEDULE OF WORK: As needed, on-call. %� City of Palm Desert Palm Desert Corporatioo Yard Project Sladden Engineering Rev.06/22/2005 9/14/2005 Page t of 8 ARTIC�E 7 TERMS OF PAYMENT A. Invoicing The SUBCONSUITANT may submit invoices to HARRIS for progress payments not more than once each month, bythe 5th of each month. Such invoices will represent the value of the completed Scope of Services and will be prepared in a form and supported by documentation as HARRIS may reasonably require. Invoices will be reviewed and approved by HARRIS before submiilal to the OWNER. In the event HARRIS disputes an invoice, HARRIS will give verbal notice within ten 10 days lo allow the SUBCONSULTANT to cure such disputed invoice. Invoices received after ihe 5th of the month will not be submitted to the OWNER until the following mon[h. B. Payment Approval of SUBCONSU�TANT� S invoices and paymenl torwork reflected lherein from OWNER shall be a condition precedentwhich musl occur before HARRIS will be obligated to pay SUBCONSULTANT for progress payments and finai payment to HARRIS by the OWNER shall be condition precedent which must occurbefore HARR�S shall be obligated to make final payments to consultant. Payment will be made by HARRIS to ihe SUBCONSULTANTwithin fifteen (15) days of receipt of payment, Iess any re[ainage by the OWNER. Finai payment of any balance will be made upon completion of the Scope of Services, and receipt of all deliverables and all PROJECT-related documents and data that are required to be furnished under this SUBCONSULTANT AGREEMENT. Final payment will be made within fifteen (15) days of receipt of final payment from the OWNER. ARTICLE 2 OBLIGATION OF SUBCONSULTANT A. Independent Contractor SUBCONSULTANT is an independent contractor and will maintain professionai control of and responsibility tor Rs employees, agents, methods, and operations. NothingcontainedinihisSUBCONSULTANTAGREEMENTwillcreateanycontradualrelationshipberiveenOWNERandSUBCONSULTANT.In performin9 this SUBCONSULTANT AGREEMENT, SUBCONSULTANT shall be and act as an independent contrador in all respects on a non-exclusive 6asis, and shall not, for any purpose, be or act as an agent or employee of HARRIS. SUBCONSULTANT shall nol be eligible to pariicipate in any benefits or privileges given or eMended by HARRIS to its employees or members. SUBCONSULTANT shall provide its own office, telephone, office equipment, insurence and automobile and other items necessary or appropriate for SUBCONSULTANT to perfortn its services. SUBCONSULTANT as an independent conVactor, shall at its sole cost and expense, and without increase in its compensation, comply with ail laws, rules, ordinances and regulations of all governing bodies having jurisdiction over the PROJECT; obtain aIl necessary licenses therefore, pay all tazes, sales taxes, use taxes, processing taxes, and alifederai and state taxes, insurance and conlributions for Social Securiy and unemployment which are measured by wages, salaries or other remuneration paid to SUBCONSULTANT� S employees, whether levied under existing or subsequentty enacted laws, ru�es or regulations. SUBCONSULTANT, upon request, shall furnish evidence satisfactory to HARRIS that any or aIl of the foregoing obligations have been fulfilled. B. Lower Tier Subcontracts SUBCONSULTANT agrees to 6ind all lower Tiered Subconsultants to all fhe provisions of the SUBCONSULTANTAGREEMENT and the terms of the Contract between OWNER and HARRIS as they apply to lhe SUBCONSULTANT� S portions of the PROJECT. Neither this SUBCONSULTANT AGREEMENT nor any Lower Tier Subcontract will create any contractual relationship behveen any Lower Tier Subconsultant and HARRIS, nor any liability of HARRIS to any Lower Tier Subconsul[ant. C. Pertormance � The standard of care applicable to SUBCONSULTANT'S services will be the degree of skill and diligence normally employed by professional engineers or consultants performing the same or similar services for similar fees and similar schedules on simi�ar projects in similar Iocations. SUBCONSUITANT shall promptly correct and re-periortn any services failing to meet the requirements of this SUBCONSULTANT AGREEMENT, either discovered before or after completion of ihe PROJECT. Costs of correcting and re-perfortning these services, including additional testing, inspections and compensation for architectural/engineering services and ezpenses made necessary thereby, shall be at the SUBCONSULTANT�S expense. If the SUBCONSULTANT fails to correct the work or re-perform the services withi� a reasonab�e time after receipt of writteo notice from HARRIS prior to final City oi Palm Desert Palm Desert Corporation Yard Projed Sladden Engineering Rev. O6/22/2005 9/14/2005 Page 2 of 8 payment, HARRIS may correct the work for l� ,UBCONSULTANT. In such case, an appropriate chai _ in the scope of services will be issued by HARRIS deducting the cast of correcting such deficiencies from the payments iben or thereafter due to SUBCONSULTANT. If the payments then or tbereafter due SUBCONSULTANT are nol suKcienl to cover such amounts, the SUBCONSULTANT shall pay the difference to HARRIS. D. Insurance The SUBCONSULTANT will maintain throughout this SUBCONSULTANT AGREEMENT the following insurance and will submit certificates a�d endorsements verifyingsuchtoHARRISpriorlocommencinganyservicesunderthisSUBCONTRACTAGREEMENT. insuranceevidencemusiremaincurrent. Nopayment will be issued uniil HARRIS has received acceptable documentation. (1) Statutory Workers Compensation as required by the Slate in which the work is lo be pertormed and Employers Liability with limits not less than $t,000,000 Per Accident, $1,000,000 Disease Per Employee, and $1,000,000 Disease Policy Aggregate. Such insurance shall be endorsed to include a Waiver of Subrogation in favor of HARRIS and OWNER. (2) CommercialAulomobileLiabilityinsurancecoveringclaimsforinjuries[omembersofthegeneralpublicand/ordamagestopropertyofothersarising from use of motor vehicles, including on-site and oN-site operations, and owned, non-owned, and hired vehicles. The limit shall not be fess than $1,000,000 Combined Single Limit. (3) Commercial General Liabiliry Insurance covering claims for injuries to members of ihe general public or damage to propertyof others arising out of operations of SUBCONSULTANT or any of its employees, agents orsubcontractors. The limit shall not be less than $1,000,000 Combined Single Limit per occurrence. If Ihe policy con[ains a General Aggregate, such General Aggregate shall be at Ieast hvo times the peroccurrence limit orthe Generel Aggregate shall apply on a"per projecC basis. The policy shall be on an "occurrence" basis and not "claims made or modified claims made. The General Liability policy shall not exclude Products and Completed Operations nor shall there by any "X", "C', "U" exclusion. The policywill be endorsed lo include ContraIXual liability. (4) Professional Liability insurance at a limit $1,000,000 per claim and in the aggregate. (5) HARRIS and OWNER and thelr respective directors, o�cers and employees will be named as an Additionai Insured for both Commercial General Liability and Commercial Automobile Liabilirywith respectto SUBCONSULTANTS liabilities hereundec Additional Insured Endorsement is required on CC, 201011 85 orequivalenl endorsementfortn providing fhe additional insureds protecGon forongoing operationsand products and completed operations. Both policies shall include a Waiver of Subrogation in favor of HARRIS and OWNER and their respective directors, officers and employees. (6) All insurance certificates will siate that the insurance carrier will give HARRIS thirry (30) days notice of any cancellation of the policies. E. Indemnification To the maximum eMent permitted by law, SUBCONSULTANT shall protect, hold free and harmless, detend and indemnify HARRIS (including its officers, agents and employees) and the OWNER from ali liabiliry, penalties, cosis, Iosses, damages, expenses, causes of action, judgments or otherGaims (including attorneys' fees) of any kind (including SUBCONSULTANT' S employees) which injury, dealh or damage arises out of or is in anyway conneded with SUBCONSULTANT�SpertormanceofservicesunderthisSUBCONSULTANTAGREEMENT.SUBCONSULTANT�Saforesaiddefense,indemniiyandsave �[ hartniess obligation shall appy lo any act or omission, error, willful miscondud, or negligent condud, whelher active or passive, on the parl of Q SUBCONSULTANT (or its agents, SUBCONSULTANT• S suppliers, or employees) and shall apply regardtess of any active and/or passive negligenl act or ,,Q�D y/ omission of HARRIS or OWNER or Iheir agents or employees; however such obligafion shall not apply to claims arising from thesWanegligence or wiliful 7"7'� misconduct of HARRIS or OWNER. This indemnification shall eMend to claims occurring afterthis agreement is terminated as well as while it is in force. The indemnity sei forth in this section shall not be limited by insurance requirements or by any other provision of this SUBCONTRACT AGREEMENT. Liens SUBCONSULTANT will promptly pay for ali services, labor, material, and equipment used or employed in the Scope of Services and wili maintain the materials, equipmenl, structures, buildings, premises, and other subject matter hereof, free and ciear of inechanic's, other liens, or claims. G. Codes, Laws and Regulations SUBCONSULTANT shall comply wilh all applicable codes, laws, regulations, standards, and ordinances in force during the term of this SUBCONSULTANT AGREEMENT in a manner consistentwith Ihe standard of care and skill ordinarily exercised by members of the profession under similar conditions and at tbe time ihe services are performed. City of Palm Deseri Palm Desert Corporation Yard Project Sladden Engineering 9/14/2005 Rev. O6/22/2005 Page 3 of 8 H. Safety SUBCONSULTANT shall compty Nllywith aIl laws, orders, citations, rules, regulations, s[andards and statutes with resped to occupational M1eaith and safety, accident prevention and safety equipment and practices. Permits, Licenses, and Fees SUBCONSULTANT will obtain and pay for all permils and licenses required by law Ihat are associated with fhe SUBCONSULTANTS pertormance of the Scope ot Services and will give all necessary notices. J. Publicity SUBCONSULTANT will nol discuss the nalure of its Scope of Services on Ihe PROJECT, nor engage in any other pubiicity or public media disclosures with respect to this PROJECT without Ihe prior written consent of HARRIS and the OWNER. K. Key Personnel The SUBCONSULTANT will provide qualified perso�nel to perform its Scope of Services. Within five (5) days of execution of this SUBCONSULTANT AGREEMEN7 or receipt of a wririen authorization to proceed, the SUBCONSULTANT will submit a list ot key personnel for its work, including a designated project manager so ihat HARRIS may review those individuals' qualifications. If, for reasonable cause, HARRIS reiuses lo approve the individual(s) or wilbdraws its approval after giving it, Ihe SUBCONSULTANT shall name different individual(s) for HARRIS review and appraisal. Any disapproved individual(s) shali not perform thereafter on the PROJECT. The SUBCONSULTANT will nol change or reassign any of the designaled key personnel wilhout the wriften approval of HARRIS. L Copies of Da[a One legible copy each of all notes, field notes, drawings, prints, and plans prepared under the terms of this SUBCONSULTANT AGREEMENT will be delivered by Ihe SUBCONSULTANT to HARRIS upon completion of the Scope of Services,'rf requested by HARRIS. M. Dispute Resolution Any dispute resolution procedure incorporated into the CONTRACT beN✓een OWNER and HARRIS shall be deemed incorporated into this SUBCONSULTANT AGREEMENT and shall apply to any disputes arising out of lhe PROJECT. In the absence of a claims resolution procedure in the CONTRACT between OWNER and HARRIS or in the event of a dispute behveen HARRIS and SUBCONSULTANT conceming the scope of services beRveen HARRIS and SUBCONSULTANT, the following dispute resolution procedures shall apply: (1) Unless othenvise agreed to in writing, [he SUBCONSULTANT shail continue lo provide services for the PROJECT and maintain the schedule on fhe PROJECT during any dispute resolution proceedings. If SUBCONSULTANT coniinues to pertorm, HARRIS shall continue to make payments in accordance with this SUBCONSULTANT AGREEMENT. (2) If a dispute arises oui of or relates to the SUBCONSULTANT AGREEMENT or its breach, the parties shall endeavor to settle the dispute first through dired discussions between the parlies' representatives, who shall have authority to settie the dispute. If the parties' representatives are unable to promptly settle the dispute, Ihe senior executives of the parties, who shall have authority to seltie the dispute, shall meet within twenty-one (21) days after the dispute first arises. If lhe dispute is not settled within seven (7) days (rom referral of lhe dispute to the senior exewlives, the parties shall submit ihe dispute to mediation. (3) If the parties have been unable to seltle the matter lhrough negotiation, the parties shall endeavor to settle lhe dispute by Mediation under the currenl Construction Industry Mediation Rules of the American Arbilration Association before recourse to any other dispute resolution procedures. Once one party files a request for Mediation with the ofher party and with the American Arbitration Association, the parties agree to condude such Mediation within sixty (60) days of ihe filing of the requesl Either party may termi�ate the Mediation at any time after the first session, by written notice to the other party and the Mediator. (4) If the dispute cannot be settled by Mediation within sixty (60) days, fhe parties shall submit the dispute to binding arbitration. Binding arbitratlon shall be pursuant to the current Construction Induslry Arbihation Rules of the American Arbitration Associalion unless the paRies mutually agree othenvise. A written Demand for Arbitralion shall be filed with the American Arbitretion Association and the other party within a reasonable time after lbe dispute or ctaim has arisen, but in no event after the applicable staWte of limitations for a legal or equitable proceeding would have run. The parlies agree that all dispute resolution proceedings shall be heard and venued in Conira Costa Counry, California. Ciry of Palm Desert Palm Desert Corporation Yard Project Sladden Engineering 9l14/2005 Rev. O6/22/2005 Page 4 of 8 (5) ^ Ali parties necessary to resolve a claim shall be parties to the same dispute resolulion proceeding. An appropriate provision shall be induded in all other Lower Tier Subconlracts relating to the PROJECT to provide for the consolidation of such dispute resoNtion procedures. (6) In any dispute resolution between the parties to this SUBCONSULTANT AGREEMENT, the prevailing party shall be entiUed to recover its attomeys• fees, costs and expenses incurred by the prevailing party in connection with such dispute resolution process. N. Additional Assignments The SUBCONSULTANTwill not separately solicit or accept any assignment (rom tbe OWNER directly related to the PROJECTduring the lifeof the CONTR.4CT wilhout HARRIS' written approval. O. Access to Records The SUBCONSULTANT wili maintain accounting records, in accordance wilb generally accep[ed accounting principles and pradices, to substantiate ail invoiced amounts. Said records will be available for examination by HARRIS during SUBCONSULTAN7'S normal business hours for a period of three years after SUBCONSULTANT'S Flnal invoice to the eMent required to verify the costs incurred hereunder. P. Suspension of Work The SUBCONSULTANT will, upon written notice from HARRIS, suspend, delay, or interrupl all or a part of the Scope of Services. In sucti eveot, lhe SUBCONSULTANT will resume the Scope of Services upon written notice from HARRIS and an appropriate eMension oftime will be mutuallyagreed upon and added to the SUBCONSULTANT'S time of pertormance. Q. Hazardous orToxic Substances If this SUBCONSULTANT AGREEMENT involves hazardous or toxic substances, the following apply: (1) SUBCONSULTANT will be indemnified for losses, damages, personal injuries, or death claim to the extent ihat HARRIS is reimbursed tor such indemnification by ihe OWNER. HARRIS shali request full indemnification from the OWNER for such losses, damages, personal injuries, ordeath claims. (2) SUBCONSVLTANT will stricily comply with ali safery or training requirements that are appended to this SUBCONSULTANT AGREEMENT, but HARR�S is not responsible for SUBCONSULTANTS metbods or means in carrying out the work, or for Ihe safely of SUBCONSUITANI'S employees. ARTICLE 3 OBLIGATIONS OF HARRIS A. Timely Review HARRIS will examine the SUBCONSULTANTS studies, reports, sketches, drawings, specifications, proposals, and other project-related documents and render decisions required by SUBCONSULTANT in a timely manner. B. Prompt Notice HARRIS will give written notice to SUBCONSULTANT whenever HARRIS observes or becomes aware of any development that aHects ihe scope or timing of SUBCONSULTANTS Scope of Services, or any defect in ihe work of the SUBCONSULTANT. C. Furnished Data HARRIS will provide the SUBCONSULTANT alI technical data in its possession, including, but not limited to, previous reports, maps, surveys, borings, and all other information relating to the SUBCONSULTANTS Scope of Services on the PROJECT. SUBCONSULTANTwill reasonabty retyupon Ihe accuracy, timeliness, and completeness of ihe information provided by HARRIS. City of Palm Desed Palm Desert Corporation Yard Project Sladden Engineering 9/14/2005 Rev. O6/22/2005 Page 5 of 8 ARTICLE 4 GENERAL LEGAL PROVISIONS A. Proprietary Information All drawings, specifications, technicai data, and oiher information furnished to SUBCONSULTANT either by HARRIS or OWNER or developed as instruments of professional services by SUBCONSULTANT or others in connection wilh the Scope of Services are, and will remain, lhe property of HARRIS or OWNER, and may not 6e copied or othervvise reproduced or used in any way except in connection with lhe Scope of Services, or disclosed to third padies or used in any manner detrimental to the interesls of HARRIS or OWNER. The SUBCONSULTANT'S documeMs shall not 6e used tor other projectswithouttheezpresswrittenpermissionofiheSUBCONSULTANT. Unauthorizeduseorre-useshallbethesoleresponsibilityoTHARRISorOWNER. The following information will not be subject to the confidentiality requiremenis of the above: (t) Information in the public domain Ihrough no action of SUBCONSULTANT in breach of this SUBCONSULTANT AGREEMENT; or (2) Information independently developed by SUBCONSULTANT; or (3) InformationacquiredbySUBCONSULTANTfromathirdpartynotdeliveredtoSUBCONSULTANTinbreachotconfidenlialityagreements that said third party may have with HARRIS or OWNER. B. Assignments This SUBCONSULTANT AGREEMENT and the rights and duties hereunder will not be assigned, subconiracled, or transferred by SUBCONSUITANT, in wbole or in part, without HARRIS' prior written approval. If SUBCONSULTANT attempts to make such an assignment, SUBCONSULTANT shall nevertheless remain legally responsible for all obligations under this AGREEMENT. C. Waivers The failure of elther party to insisi in any one or more instances, on the pertonnance of any terms, covenants or wndflions of this SUBCONSULTANT AGREEMENT, or to exercise any of its rights, shali not be construed as a waiver or relinquishment of such term, covenant, condition or right with respect to further pedormance of any other tertn, covenant, condition, or right whether of like or different charader. D. Force Majeure Neither party to this SUBCONSULTANT AGREEMENT will 6e liable to the other party for delays in perfortning Ihe Scope of Services, orfor the direct or indirect wst resulting irom sucb delays, that may result from labor strikes, riots, war, acts oi govemmental authorities, eMraordinaryweather conditions or other natural catastrophe, or any other cause beyond the reasonable control or conlemplation of either party. E. Authorization to Proceed Execution of this SUBCONSULTANT AGREEMENT by HARRIS will be authorization for SUBCONSULTANT to proceed with lhe Scope of Services, unless otherwise provided for in this SUBCONSULTANT AGREEMENT. F. No Third Party Benefciaries This SUBCONSULTANTAGREEMENT gives no rights or benefits to anyone other lhan the SUBCONSULTANT and HARRIS and has no Ihird-party beneficiaries. G. Jurisdiction The law of the State of California shall govern the validity of this SUBCONSULTANTAGREEMENT, its interpretation and perfortnance, and any other claims related to it. H. SeverabilityandSurvival , If any of the provisions contained in this SUBCONSULTANT AGREEMENT are he�d for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability will nof effect any other provision, and this SUBCONSULTANT AGREEMENTwill be consirued as if such City of Palm Deserl Palm Desert Corporation Yard Project Sladden Engineering Rev.06/22/2005 9/14/2005 Page 6 of 8 invalid, illegal or unenforceable provision h iever been contained herein. The provisions of Ai 2C, 2D, and 4A will survive tertnination of the SUBCONSULTAPIT AGREEMENT. 1. Termination/Cancellation HARRIS will have the right to terminate this SUBCONSULTANTAGREEMENT for its convenience. AHer termination, SUBCONSULTANT will be reimbursed for services rendered and necessary expenses incurred to the termination date upon submission to HARRIS of detailed supporting invoices. SUBCONSULTANT will not be entitled lo profit or other compensation on services nol performed. If SUBCONSULTANT during performance of the Scope of Services: (1) Becomes insolvenl or makes a generai assignment for the benefit of its creditors; files orhas fled againsl SUBCONSULTANT a pefilion in bankruptcy or an attachment or execution Ievied upon any of SUBCONSULTANTS property used hereunder, or has appointed a receiver for SUBCONSULTANT'S business; or (2) Has any legal proceeding commenced against SUBCONSULTANT that, in the opinion of HARRIS, inlerteres with the perfortnance and satis(actory complefion of the Scope of Services; or (3) Fails or refuses to proceed with the Scope of Services in a prompt, safe, and diligent manner, orto suppy adequa[e equipment orproperty skilled employees; or (4) Fails to pay promptty all monies due Lower Tier Subconsultants for services, labor, or materials used in connection with the Scope of Services; or (5) Fails or refuses to proceed in full compliance with all provisions of this SUBCONSULTANT AGREEMENT. lhen SUBCONSULTANT wiil be deemed in default and HARRIS, without prejudice to any other rights or remedy it may have, may give SUBCONSULTANT notice in writing selting forlh the particulars of such default. Unless such defaull is correcled within three (3) days from date ot said nolice, HARRIS, at its option, may terminate this SUBCONSULTANT AGREEMENT. If HARRIS withholds payment unjustly or otherwise breaches this agreement, SUBCONSULTANT shall have the right to suspend seNices on fifteen (15) dayswritten notice lo HARRIS to cure. SUBCONSULTANT shall nof be held liable tor delays forsuch suspension for non-paymentor breach byHARRiS. J. Scope of Services HARRIS may adjust lhe Scope of Services by either adding to or deleling from the services to be performed. If such adjustmenl increases or decreases the cost or time required for the SUBCONSULTANTS Scope of Services, adjusted compensation and/or time will be mutualy agreed upon in writing. Additional services provided by the SUBCONSULTANT will be entitled to additional compensation or extension of time only as authorized in writing by HARRIS. If HARRIS and SUBCONSULTANT are unable to agree as to the e�Aent, if any, of an adjustment in the cost or time required for the scope of SUBCONSULTANT• S services, that should be allowed as a result of a change and/or adjustment in the Scope of Services, a claim may be made in accordance with the dispute resolution provisions of this AGREEMENT. K. Order of Precedence In the case of any inconsistencies, conflict or ambiguity, the documents shall govern in [he following order: (1) Owners Agreement (incorporeted by reference). (2) SubwnsultantAgreement (3) Attachments to SubconsWtant Agreement L. OtherTerms In fhe event of a conflict beiween this SUBCONSULTANTAGREEMENTfor protessional services and the SUBCONSULTANTS proposal, the [ertns of [his SUBCONSULTANT AGREEMENT shall govern. City of Palm Desert Palm Desed Corporation Yard Project Sladden Engineering Rev. O6l22/2005 9/14/2005 Page 7 of 8 M. Entire Agreement This SUBCONSULTANT AGREEMENT represents the entire agreemenl between HARRIS and SUBCONSULTANT and supercedes any priorwritten or oral representalions. All understandings between HARRIS and SUBCONSULTANT are incorpore[ed in this SUBCONSULTANT AGREEMENT. The tertns are intended by the pariies as a final, complete and exclusive expression of their agreement with respects to the SUBCONSULTANTAGREEMENT, and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. This SUBCONSULTANTAGREEMENT may be modified only in writing signed by all parties hereto. 000 APPROVED FOR SUBCONSULTANT: Signature: Print Name: ��'��i�! �lWn �Wi!' Title: t�vD Date: / D/`�/U,7 i � ACCEPTED FOR HARRIS & ASSOCIATES, INC.: Signature: Print Name: I� • S' �'�/?/�JU , J/ : � . r_ {' ��.' .. 1 � � V.• � ..: ` 1 �. �� "`END OF SUBCONSULTANT AGREEMENT"•' City of Palm Desert Palm Desert Corporation Yard Project Sladden Engineering 9/'14/2005 Rev. O6/22/2005 Page 8 of 8 I�:/:11: ir_�_1 E PR �Y'q Ai R 9 +� � !Y ►7 � � V E R �V R�A � � � � � �.+� �S a7 n tl ID� � . n.a. 6ox 1�766 - PALM ��5�Q7. CA 9z255-�j6b �FPIC� / FAX 9SI.769.9717 �.�y��8i�l�4' PAC�C:Q. �60.775.333�j � ( FACSIMlT,r: rxaays�i-rrnL cov�.n sz�Ezr _ SEP 1 4 20D5 --------- --•- — —�---_ pn'r r:: a�rYr•.ti'i'�ou� counnNr. ` 9.13.2005 RnMIROHFRREFA HARRIS&ASSOC�t+TES � ""."""'"""""""" """"'.""""'.' "."""."^�� PT%NC�1p]lA: �'R�IA� 9'iYl'N.NVMOfiR,{yP1i�tGli<WCI,UDIN[:t:VVE1itiL11?ii,:... 760.340.643.3 RO�r OOUCv+SS 2 . " _ �..""'-"�""'�`.""'�"""'^"" ❑ IJRGI:N7' ❑ P1.13i�51+ I21;P1.Y �:1,1 YOI: Rk:QUL:S'I'IiU ❑ tNtil'IiC7'ION liL1�pR-t ❑ RI[d.1N(: 7NVpl(:Ii ' �, NUTES/COMMENTS: � � �� RAMiRQ, ATTAChIED 1STHE UPDA7ED PROPOSAI_ INCi„UDING STRUCTUR/�L MASONRY YOU HAVE REQUESTED FOR THE PALM DESERT CORPORA710N YARD �XPANSION. PLEASE NO7E THE GRAND TOTqt_ IB BnSF..ry IN PART ON INFORMA'iION�SC.:FIF;f�F II,.F,S PROVIDED BY HARR15 AC /�550GA7E5 AND/OR CONTRACTOR(S) PERFORMINGSAIUtNORK. DUETOCEFTAfNCODEREQU�REMENT$THF.AC.TUALGRANDTOTALMAY9EMOFE OR LESSTF{nN STATED. TWO COPIES OF THIS PROP05AL WILL BE MAILED TO YOUR OFFICE PI_EnSE SIGN BOTH AND RE'CUP.N ONE GOFY. I W ILL DROP THE PLANS OFF AT YOUR OFFtCE LATER TODAY. PS_EASE FEEL FREE 70 CONTAGT MF_ $HOULD YOU FIAVE ANY FURTHER OUESYIOIYS Oa CDNCStYNS,4TT1 fE ABOVE NUMC�CRS OR ON MY CE� l. PHONE 760.578.5998. THANK YOU. ' �.:.._" . . _ _ , . �-. -._.. W. R. bOUGLASS^ �� TANOY'S INSPECTION S�RVIGES. �NC. ConfiderRiaGty NoUca: ThlstaalrNk6ansmiss4nis m�n�mJytatl�e�edllie nd✓duelore�lyh+WiM a�stldmsnW arcl mayttntaina'kmu6on tliat B prMreged, confidenliel,andt�emW fmmQt:dosuie uMerappBcaMekw. 110�ereE+JE+ofthkmass�e � iwilhe Mtr�iidedredp(entallremw�o�neolagPntmsp:xxissalaforddMakg Ihe n�segebtlie ir�eMedmc'.gi,Emf yw are herby notl�d NatarrydissemnB�+n. Bs1AbNix1, ampy6g ol9�Ismnimm9qibn bstrkAy pohb0ed. ItYuu haoonxc�,cvl Urs amnmkaGun m mw, p�ase nohy u9 immetliBlelY M' ��Ptror�cand reNm Neotgiml me�'Boe b u5 at NeaoQ+eatld2ss'via11� U.S. Pvs6t Serviw. Ttard� Y�u. PROPOSAL q I?"A � C r+� d ��" �� $ d� x��A'S Y��E�,�9 � G P_O_ �OX 9 3'766 -- P,�LM D�S�RT, CA. 92255-3766 OFFiCE / FA,X 951.769.9717 - I�AGER 760.776,3339 �[smscar+sxa� .............__................_......,._..,�. �..........._...,._.........____....._...,.,_...__..�..._.,,,._....._.._.....,..._.......,...,...,..s PROFOS�.L OF S�F2VICES I�'41k SP�GfAL 1 NSPECTI01h9S CUSTOPq6R: H�RR1S & ASSOCiAT�S - PnlJ+t pESERT, GA DATE: 9/ 12/2005 .JOB NAME: �'AlM D�SERY CORPORATTpN YARD EXP.4135ION 'b'iWT L!A artCq .... ,......�...�,�....: ....-.....'..u.....:..'..:. �� ..n.. r..�_..:.. ..i. .CJVR RF.C4 CONCE2ET�: RPEAR PL4GEMFIJT @ 3000 P.S.1 AREA3: GONCREfE P V.C6MEK'T C'� 3000 P.S.1 ARFJ•5: CONCRETE COMI'RE51ON'I'ESTTNF= 1 O W6PECT�OnG1Q' SP�.00.OQ r.r��u� susrorm. $2,000.00 6 7N5.°EGY�DroU*)0 $200.�0 reairor. sueTp7Al- $1.200.00 6 nrr:wgr7p $i40.OD rvcncn �Vo'�oTnL $Sd0.00 MASONRY: `PfiRIODICMAS�NRY: 3Q INSPECTIONCSIR �ZOQ.O� vtp�ryqP SUBtcnA4 $6.000.00 �"GOKYINUOIISMASONRY: 7 INSFECT�OwI,�ry@ SdD0.00 xrqiNsp ,^aUBTryTM14 �2,SOO.00 M�RChR�AMPUNG IO aPERSETP $1�� '-'s: SVBZDTnl. $j�RAJ•00 GROVTSAMPLtNG 7 dPER�ETe� 5/40.00 pr-qT OLIOTt�Yq� $98C7.O0 PRl6MSAMP{.,ING � BPERSELW S4�O.OQ�43Et SUBTpTqI. $/li0.Q0 WEL.DI NC�: P6Fi10oiC SFtoP WEi-D�NG: �ONTINUDUS SFfOP WELAIN6: PERIODIG FIEL� WELOIN6: CONTiNUOUS PIdD riELb�NG. � 'rJ INSPECTIONfS)R $200.00 resinsr. StI�TOT�L $3��0_00 �.t IIJSPFGTION(Sy�A $400,00 v�i+�NPF. SUB"tOTAL $i.6OO.00 1 V INSPEC(oNG51P �2��.00 PEA�N9P. SIIRTpTA�� $2�80�.�� 10 I�EC(ION�R �iQ0.00 p(_(�m:iP. S119T�A4 ��i�0(%0.00 NDT TESTING: UI,YRA50MC TE6T{tdG: R� 1rv�FEc.�norns�a $240.OD �.ersoi�r GuoTorn� $96D.00 'S�ERIODIC MASONRY WiL4 SE PERFORMED DUF2fNG WALI CON5TRliCTION AND REDAR PLACEM�I�[7'. A GONTINUOUS MASONRY WILL 8E PERFORMED !>VRING GROU71C3G OPERATIONS & ANY SAMPt� COh7STRt}CTION WE PROPOSE H6RE6YY0 FURNlSH LABDR COM?LE7E �N ACCOROANC� $2']��9Q.00 W 4Ri Tti6 q60VE SPECiFICATtONS FOR THE SUM OF C+EiA.ND TOTAL TNE ABOVE GRAND TOTAL is BASHD IN PAR'�' 01V iNFORMnTON\SCHEDUlE3 PROVIDED HYCONTAnCTpP(S7 PF.RFORMING SAID WbFIL OUE TO CERTAIN CQO£ RE�UIREMEN7S THE AC'ryAi.GRAN� iOTAL MAY BE MORETHAN STAi'ED. YUU ANI) WE AGREE TO SU9MIT ANY G1�1PI RF A�+1.^•IN4I1rv�EP TMSl�GftEEMENT. E%CF}`M1'q U13fUTL' N.LEtiING GRIMINPL V I[N.ATIUNS. T� AHMqSATON IN ACC.OPDANCE WITH THE 4iNIFOPM R11125 FOR AMpMC ARRRPb'f10N Oi THE HEITER BIJ4INF,CS EIUiiEAU OF TI1E S011THLPNp (P1191.IFHFU pNL�NF_ r\ f W W W.lJ3HB.OAC) M EFFECTpTTLTC TMC UY tNIllP710N OF AR61lTiAT10N. A VqLIJNiEEP :RBITRJ�TOR WILL (1EMJFA A O�C�$IqN 41�SF_'p U!'OIV FAIRNE55, NOT NEC�SAFILY UPON 4EAN. PRINCIPLFF. L�IJT K WILL PH FINAL dN� �INO�N�30N A0�1t OF li.'. JVOC•�F1ENT ON "IHE fIECIi1bN MhV RF FNTF_REb IN PNT TNISAGPEEMEJVLTOI�RqI'IRATF. ArRECTSIMf'OKYI�NTLEGALRI(iHir. NF3TFiFR Q�ll'SNALL.6EA8L£TO/3DT0004RTGORDU^I`V�EeONCEWE A(3REEIN I�DYl1Ni:C �TO MiBil Hh i E. IANf] NERHFR t�F �J$ WIu„ �E'rOMMI}}'GO BY THETERMS (1F T}j�� /�G{iiE:�1�NiT0 AROITRqTE UNLF_591H1F.ClJ�lM6 �$ INITiILEC UG UNI_F_55 YOUP 9GNAtLp� ON TH�S GpN1i:MT A3 A WNOLE IMMEUTA'IELY FO[tUWS'�HIS CUV: Q PUI;THFR �NFORMATiON ABOUT BFdH ARBRFATION MAY BE OBTAwEo qY GA�LiNG THE BEiIER Du51NE55 BUREAU )N COLT6N AT (909) 8250a90 ACCEPTANCE OF PROF'OSAL-THEqBOV� PR�CES. SPECIFICA-nONS. ANO CONPRIONSARE SnYISFACTORY AIVD ARE HERF_BY ACCEPTED.Y011 AREAUTFipRIZED TO DOTHE �NC>RK AS SPEGIF�F_p ANf� PAYMENT WILL BE MADE A^a Olfl'LMED ABOVE. SIfYNATURE: bATE: .,�� . . rsnoumkaarcancov.+�.nm+m.mv.osx�r PAYMENTTO 5� MADE AS FDLLOWS: ALL WORK TO BE COMPLF_TED IN A PRpFF.SSiONAL MANNER ACCORDINGTO STANDARD PRACTICGS ANY ALTERATIONS OR OF_'V�aY�ONS FRC1M A00VE SPEC�FICAT)ONS INVOLviNG EXTRA COSTS W141„ BE F_XECUTED ONLY UPON WRIifEN CHANGE ORDERS AND. WILL BECOME AN IXTRA GWARGE OYER ANU ABOVE TH�S PROPpSAL ALL AGREEM ENTS COMINGENT UFON STRIKES ACCIDEfYTS OR L�ELAYS RFYONDOURCONTROL. ADA1710NALSERVICESMAY I3F 'h'EOUIRED TO C�MPLETE PROJFCT. i- ' "' '_ �,;�, �... ' � ...�-j Al1TFFORIZEP SIGI+tATURE: :ji ` _ _�.•�., DAT£: .\ 1 NOTk_TFIIS NROpOSALMAY OE WfTHDRAWN BY US iF NOTACC�PfED WffH IN 1 O DAYS HARRIS & ASSOCIATES, INC. ' SUBCONSULTAfdT AGREEMENT FOR PROFESSIOiVAL SERVIGES Harris Project No: 032-0318.01 SUBCONSULTANT INFORMATION: Company Name: Tandv's Inspection Services. Inc. Attention: W. R. Doualas Address: P. O. Box 13766. Palm Desert. California 92255-3766 Phone Number: (9511769-9717 Fax Number:1951) 776-3339 HARRIS AND SUBCONSULTANT AGREE AS FOLLOWS: /SU6C(N�SI ILTANn HARRIS &ASSOCIATES, INC., (HARRIS), has entered into a written agreement (the CONTRACn with the Cityof Palm Desert (OWNER) concerning the Palm Desert Corporation Yard Expansion (the PROJEC n as described in the CONTRACT dated May 27, 2004, which is hereby incorporated as part of this agreement by reference. HARRIS and the SUBCONSULTANT have agreed that the SUBCONSULTANT will perform the following services, which are part of the CONTRACT identified above. The services covered bythis SUBCONSULTANTAGREEMENTwill be performed in accordancewith the PROVISIONS inc�udedwithin this form and any attachments and schedules. SCOPE OF SERVICES: Provide services for PROJECT, as stated in SUBCONSULTANT proposal dated September 12, 2005, attached as Exhibit AA. COMPENSATION: Not to exceed $27,990 as stated in SUBCONSULTANT proposal dated September 8, 2005, attached as ExhibitAA. SCHEDULE OF WORK: Work to be completed by September 30, 2006. City of Palm Desert Corporation Yard Expansion Prqeci Tandy's Inspection Services, Inc 9/21/2005 Rev. 06/22/2005 Page t of 8 � •n ARTICLE 1 TERMS OF PAYMENT A. Invoicing The SUBCONSULTANT may submit invoices fo HARRIS for progress payments not more than once each month, by ihe 5th of each month. Such invoices will represent Ihe value of the completed Scope of Services and will be prepared in a form and supported by documentation as HARRIS may reasonably require. Invoices will be reviewed and approved by HARRIS before submittal to the OWNER. in the event HARRIS dispu[es an invoice, HARRIS will give verbal notice within ten 10 days to allow the SUBCONSULTANT to cure such disputed invoice. Invoices received after the Sth of the month will not be submitted to ihe OWNER until the following monih. B. Payment Approval of SUBCONSULTANT� S invoices and payment forwork reflected therein from OWNER shall be a condition precedentwhich must occur before HARRIS will be obligated to pay SUBCONSULTANT for progress paymenfs and final payment to HARRIS by ihe OWNER shall be condition precedent whichmustoccurbeforeHARRISshalibeobliga[edtomakefinalpaymentsloconsultant. PaymentwillbemadebyHARRIStotheSUBCONSULTAMwithin fi8een (15) days of receipi of payment, less any retainage by the OWNER. Final payment of any balance will be made upon completion of the Scope of Services, and receipl of aIl deliverables and ali PROJECT-related documents and data that are required to be furnished under this SUBCONSULTANTAGREEMENT. Final payment will be made within fifteen (15) days of receipt of final payment from the OWNER. ARTICLE 2 OBLIGATION OF SUBCONSULTANT A IndependentContractor SUBCONSULTANT is an independent contractor and will maintain professional control of and responsibility for its employees, agenis, methods, and operations. NothingcontainedinthisSUBCONSULTANTAC,REEMENTwillcreateanycontractualrelationshipbetweenOWNERandSUBCONSULTANT. in performing this SUBCONSULTANT AGREEMENT, SUBCONSULTANT shall be and act as an independent contrador in all respec[s on a non-exclusive basis, and shall not, for any purpose, be or act as an age�t or employee of HARRIS. SUBCONSULTANT shall not be eligible to participate in any benefits or privileges given or eMended by HARRIS to its employees or members. SUBCONSULTANT shall provide ds own office, telephone, o�ce equipment, insurance and automobile and other items necessary or appropriate forSUBCONSULTANT to perform its services. SUBCONSULTANT as an independent contractor, shali at its sole cost and expense, and without increase in its compensation, comply with all Iaws, rules, ordinances and regulations of all governing bodies having jurisdidion over the PROJECT; obtain all necessary licenses therefore, pay ali taxes, sales taxes, use iaxes, processing taxes, and all federal and sta[e taxes, insurance and contributions for Sociai Securiry and unemployment which are measured by wages, salaries or other remuneration paid to SUBCONSULTANT�Semployees,whetherleviedunderexistingorsu6sequentryenactedlaws,rulesorregulations. SUBCONSULTANT,uponrequest,shail furnish evidence satisfactory lo HARRIS that any or all of the foregoing obligations have been tulfilled. B. Lower Tier Subcontrects SUBCONSULTANT agrees to bind all lower Tiered Subconsultants to all the provisions of the SUBCONSULTANT AGREEMEN'f and the lerms of the Contract 6etween OWNER and HARRIS as they apply to the SUBCONSULTANT� S portions of the PROJECT. Neither this SUBCONSULTANT AGREEMENT nor any lower Tier Subcontrad wilf creale any wMradual relationship between any Lower Tier Subconsultanl a�d HARRIS, nor any liabiliry of HARRIS to any Lower Tier Subconsultant. C. Performance The standard of care applicable to SUBCONSULTANT'S services will be ihe degree of skill and diligence normally employed by professional engineers or consultants performing the same or similar services for similar fees and similar schedules on similar projects in similar locations. SUBCONSULTANT shall promptly correct and re-pertorm any services failing to meet the requirements of this SUBCONSULTANT AGREEMENT, either discovered before or afler completion of ihe PROJECT. Costs of correcting and re-performing Ihese services, including additional testing, inspections and compensation for architectural/engineeri�g services and expenses made necessary thereby, shall be at the SUBCONSULTANT� 5 expense. If the SUBCONSULTANT fails to correct the work or re-pertortn the services within a reasonable time after receipt of writien notice from HARRIS prior to final City of Palm Deserl Corporation Yard Expansion Project Tandys Inspection Services, Inc. 9/27/2005 Rev. 06/2Z2005 Page 2 of 8 payment, HARRIS may correct ihe work for Ih� ._..CONSULTANT. In such case, an appropriate chany.. �he scope of services will be issued by HARRIS deducting 1he cost of correcling such deficiencies from the payments then or thereafler due to SUBCONSULTANT. If the paymenis then or thereafter due SUBCONSULTANT are not sufficient to cover such amounls, lhe SUBCONSULTANT shall pay the difference to HARRIS. D. Insurance The SUBCONSULTANT will maintain throughout this SUBCONSULTANT AGREEMEM the following insurance and will submit certificates and endorsements verifying such to HARRIS prior to commencing any services under lhis SUBCOMRACTAGREEMENT. Insurance evidence must remain current. No payment will be issued until HARRIS has received acceptable documentation. (t) Statutory Workers Compensation as required by the State in which the work is to be periormed and Employers Liabiliry with limits not less than $1,000,000 Per Accident, $1,000,000 Disease Per Employee, and $7,000,000 Disease Policy Aggregate. Such insurance shall 6e endorsed to include a Waiver of Subrogalion in (avor of HARRIS and OWNER. (2) CommercialAutomobileLiabilityinsurancecoveringclaimsforinjuries[omembersofthegeneralpublicand/ordamagestopropertyofothersarising from use of motor vehicles, including on-site and off-site operalions, and owned, non-owned, and hired vehicles. The limit shall not be less than $7,000,000 Combined Single Limit. (3) Commercial General Liability �nsurance covering claims for injuries to members of the general public ordamage to property of others arising out of operations of SUBCONSU�TANT or any of i[s employees, agents or subcontraclors. The limit shall not be less than $1,000,000 Combined Single Limit per occurrence. If the policy contains a Generel Aggregate, such General Aggregate shall be at least lwo times the per occurrence limitorthe GeneralAggre9ateshallapptyona"perprojecPbasis. Thepolicyshalibeonan"occurrence"basisandnot"Gaimsmade"ormodifiedclaimsmade. The General Liability policy shall not exclude Products and Completed Operations nor shall there by any "X", "C", "U" exclusion. The policy will be endorsed to indude Contractual liability. (4) Professional Liabilily insurance at a limit $1,000,000 perclaim and in the aggregate. (5) HARRIS and OWNER and their respective diredors, officers and employees will be named as an Additional Insured for both Commercial General Liability and Commercial Automobile �iabilitywith respect to SUBCONSULTANTS liabililies hereunder. Additional insured Endorsement is required on CG 2010 11 85 or equivalent endorsementfortn providing tbe additional insureds pmtection for ongoing operations and products and completed operations. Bolh policies shall include a Waiver of Subrogation in favor of HARRIS and OWNER and their respective diredors, officers and employees. (6) All insurance certificates will state that the insurance carrier will give HARRIS thiriy (30) days notice of any cancellation of the policies. E. Indemnification To the maximum eMent permitted by law, SUBCONSULTANT shall protect, hold free and harmless, defend and indemnify HARRIS (including its officers, agents and employees) and the OWNER from all liability, penalties, costs, losses, damages, expenses, causes of adion, judgments or other claims (includingattorneys� fees)o(anykind(includingSUBCONSULTANT•Semp�oyees)whichinjury,dealhordamagearisesoutoforisinanywaywnnectedwith SUBCONSULTANT� S performance of services under this SUBCONSULTANT AGREEMENT. SUBCONSULTANT• S aforesaid detense, indemniy and save harmless obligation shall apply to any act or omission, error, willful misconduct, or �egligent conduct, whether adive or passive, on the part of SUBCONSULTANT (or its agenls, SUBCONSULTANT� S suppliers, or employees) and shall apply regardless of any active andlor passive negiigent act or omission of HARRIS or OWNER or their agents or employees; however such obligation shall not apply to claims arising from ihe sole negligence orwillful misconduct of HARRIS or OWNER. This indemnification shall eutend to claims occurring after this agreement is terminated aswel� as while it is in force. The indemnity set forth in this section shall noi be limited by insurance requirements or by any other provision of this SUBCONTRACT AGREEMENT. Liens SUBCONSULTANT will promptly pay for all services, labor, material, and equipment used or employed in the Scope of Services and will maintain the materials, equipmeni, structures, buildings, premises, and other subject matter hereof, free and clear of inechanic's, olher liens, or claims. G. Codes, Laws and Re9ulations SUBCONSULTANT shall comply with all applicable codes, laws, regulations, standards, and ordinances in force during the term of this SUBCONSULTANT AGREEMENT in a manner consistent with [he standard of care and skil� ordinarily exercised by members of lhe pro(ession under similar conditions and at the time the services are pertormed. City of Palm Desert Coryoration Yard Expansion Project Tandy's Inspeciion Services, Inc. 9/21/2005 Rev. O6/22/2005 Page 3 of 8 H. Safety SUBCONSULTANT shall comply fully with all laws, orders, citations, rules, regulations, standards and statutes with resped to occupational health and safery, accident prevention and safety equipment and pradices. Permits, Ucenses, and Fees SUBCONSULTANTwill obtain and pay for ali permits and licenses required by lawthat are associated with the SUBCONSULTANTS pedormance of the Scope of Services and will give aIl necessary notices. J. Publicity SUBCONSULTANT wi�l not discuss the nature of its Scope of Services on the PROJECT, nor engage in any other publicity or pubiic media disclosures with respect to this PROJECT without fhe prior written consent of HARRIS and the OWNER. K. Key Personnel The SUBCONSULTANT will provide qualified personnel to peAorm its Scope of Services. Within five (5) days of execution of this SUBCONSULTANT AGREEMENT or receipt of a wrilten authorization to proceed, the SUBCONSUITANT will submit a list of key personnei for ds work, including a designated project managerso that HARRIS may review those individuals' qualifications. if, for reasonable cause, NARRIS refuses to approve lhe individual(s) or withdraws its approval after giving it, ihe SUBCONSULTANT shall name different individual(s) for HARRIS review and appraisal. Any disapproved individual(s) shall not pertorm thereafter on the PROJEC7. The SUBCONSULTANT will not change or reassign any of the designated key personnel wi(hout fbe written approval of HARRIS. L. Copies of Data One legible copy each of all notes, feld noies, drawings, prints, and plans prepared underthe terms ofthis SUBCONSULTANTAGREEMENTwill be delivered by the SUBCONSU�TANT to HARRIS upon completion of the Scope of Services, fi requested by HARRIS. M. Dispute Resolution Any dispute resolution procedure incorporated into the CONTRACT between OWNER and HARRIS shall be deemed incorporated into this SUBCONSULTANT AGREEMENT and shall apply to any disputes arising out of the PROJECT. In ihe a6sence of a claims resolution procedure in the CONTRACT beN✓een OWNER a�d HARRIS or in the eveN of a dispule behveen HARRIS and SUBCONSULTANT conceming the swpe of services belween HARRIS and SUBCONSULTANT, the following dispute resolution procedures shall apply: (1) Unless otherwise agreed to in writing, the SUBCONSULTANT shall continue to provide services for the PROJECT and maintain the schedule on the PROJECT during any dispute resolution proceedings. If SUBCONSULTANT continues to perform, HARRIS shall continue to make payments in accordance wiih this SUBCONSULTANT AGREEMENT. (2) If a dispute arises out of or relates to the SUBCONSULTANT AGREEMENT or its breach, the parties shall endeavor to settie the dispute first through direct discussions behveen ihe parties' representatives, who shall have authority to settle the dispute. If the parties' representatives are unable to promptly setile the dispute, the senior executives of the parties, who shall have authority to settle the dispute, shall meet wiihin twenty-one (21) days aNer the dispute first arises. Itthe dispute is not settled within seven p) days from referral of the dispu[e to the senior executives, the parties shall submit the dispute to mediation. (3) If the paAies have been unable to settie the matter through negotia[ion, the parties shall endeavor to settie the dispute by Mediation under the current Construction Industry Mediation Rules of the American Arbitration Association before recourse to any other dispute resolution procedures. Once one party files a request for Mediation with the other party and with the American Arbitralion Association, the parties agree to conclude such Mediation within siuly (60) days of the filing of the request. Either party may terminate the Mediation at any time afler the firsl session, by written notice to the other party and ihe Mediator. (4) If the dispute cannot be settled by Mediation within si�Ay (60) days, the parfies shall submit ihe dispute to binding arbitration. Binding arbitraiion shall be pursuant to the currenl Construciion Induslry Arbitration Rules of the American Arbitretion Association uNess the paAies mutually agree othenvise. A written Demand for Arbitration shall be filed with the American Arbitretion Association and the ofher party within a reasona6le time after the dispute or claim has arisen, but in no event aker the applicable statute of limitations for a legal or equitable proceeding would have run. The parties agree that all dispute resolution proceedings shall be heard and venued in Contra Costa Counry, Califomia. City of Palm Desed Corporation Yard Expansion Projeci Tandy's Inspection Services, Inc. 9/21/2005 Rev. 06/22/2005 Page 4 of 8 (5) " All pariies necessary to resolve a claim shall be parties lo the same dispufe resolution proceeding. An appropriate provision shall he included in all other Lower Tier Subconirads relating to the PROJECT to provide for the consolidation of such dispute resolution procedures. (6) In any dispute resolution between the paAies to this SUBCONSULTANT AGREEMENT, the prevailing party shall be entitled to recover its attorneys• (ees, costs and ezpenses incurred by the prevailing parly in connection with such dispute resolution process. N. Additional Assignments The SUBCONSULTANTwill not separetely solicit or accept any assignment from Ihe OWNER directly related to the PROJECT during ihe life of the CONTRACT without HARRIS' written approval. O. Accessto Records The SUBCONSULTANTwill maintain accounting records, in accordance with generalty accepted accounting principles and pradices, losubstantiate all invoiced amounts. Said records will be available for examination by HARRIS during SUBCONSULTAN7'S normal6usiness hours for a period ofihree years after SUBCONSULTANPS final invoice to the e�ctent required to verify the wsts incurred hereunder. Suspension of Work The SUBCONSULTANTwill, upon written notice from HARRIS, suspend, delay, orinterrupt all or a part ofthe Scope of5ervices. In such event, the SUBCONSULTANT will resume the Scope of Services upon wrillen notice from HARRIS and an appropriate eMension of time will be mutualty agreed upon and added lo the SUBCONSULTANTS time of performance. Q. Hazardous or Toxic Substances If this SUBCONSULTANT AGREEMENT involves hazardous or toxic subsiances, Ihe following apply: (1) SUBCONSULTANT will be indemnified for losses, damages, personal injuries, or death claim to the eutent that HARRIS is reimbursed for such indemnifica�ion bythe OWNER. HARRIS shall request full indemnification from the OWNER forsuch losses, damages, personal injuries, ordeafh claims. (2) SUBCONSULTANT will strictty comply with aIi safety or training requirements lhat are appended to this SUBCONSULTANT AGREEMENT, but HARRIS is not responsible for SUBCONSULTANTS methods or means in carrying out the work, or for the safety of SUBCONSULTANTS employees. ARTICLE 3 OBLIGATIONS OF HARRIS A. Timely Review HARRIS will examine the SUBCONSULTANTS studies, reports, sketches, drawings, specificalions, proposals, and otherproject-related documents and render decisions required by SUBCONSULTANT in a timely manner. B. PromptNotice HARRIS will give written notice to SUBCONSULTANT whenever HARRIS observes or becomes aware of any development that affects the scope or timing of SUBCONSULTANT'S Scope of Services, or any detect in the work of ihe SUBCONSULTANT. C. Furnished Data HARRIS will provide the SUBCONSULTANT all technical data in its possession, including, but not limited to, previous reports, maps, surveys, borings, and all olher information relating to ihe SUBCONSULTANTS Scope of Services on the PROJECT. SUBCONSULTANTwill reasonabry relyupon the accuracy, timeliness, and completeness of the information provided by HARRIS. City of Palm Desed Corporation Yard Ezpansion Project Tandy's Inspection Services, Inc. 9/21/2005 Rev. 0622/2005 Page 5 of 8 ARTIC�E 4 GENER4L LEGAL PROVISIONS A. Proprietary information All drawings, specificalions, technical data, and other information fumished to SUBCONSULTANT either by HARRIS or OWNER or developed as instruments of professional services by SUBCONSULTANT or others in connection wilh Ihe Scope of Services are, and wiil remain, the property of HARRIS or OWNER, and may not be copied or otherwise reproduced or used in any way except in connection with the Scope of Services, or disclosed fo ihird parties or used in any manner detrimental to the interests of HARRIS or OWNER. The SUBCONSULTANT'S documenls shall not be used for other projectswithouitheexpresswrittenpermissionoftheSUBCONSULTANT. Unauthorizeduseorre-useshallbethesoleresponsibilityofHARRISorOWNER. The following information will not be subject to the confidentiality requiremenis of the above: (t) Information in the public domain through no acfion of SUBCONSULTANT in breach of this SUBCONSULTANT AGREEMENT; or (2) Information independently developed by SUBCONSULTANT; or (3) InformationacquiredbySUBCONSU�TANT(romathirdpartynoldeliveredtoSUBCONSULTANTinbreachofconfidentialiryagreements ihat said third party may have with HARRIS or OWNER. B. Assignments This SUBCONSULTANT AGREEMENT and the rights and duties hereunder will not be assigned, su6contracted, or transferred by SUBCONSULTANT, in whole or i� part, without HARRIS' prior written approval. If SUBCONSULTANT aUempts to make such an assignment, SUBCONSULTANT shall nevertheless remain legally responsible for all obligatio�s under this AGREEMENT. C. Waivers The faiNre of either party to insist in any one or more instances, on the pertortnance of any terms, covenaMs or conditions of this SUBCONSULTANT AGREEMENT, or to exercise any of its rights, shail not be construed as a waiver or relinquishment of such term, covenant, condition or right with resped to further performance of any other term, covenant, condition, or right whether of like or different cbarader. D. Force Majeure Neither parly to lhis SUBCONSULTANT AGREEMENT will be Iiable to the other party for delays in pertorming the Scope of Services, orfor the dired or indirect cost resulting from sucb delays, that may result from labor strikes, riots, war, acts of govemmental aulhorities, eMraordinary weather conditions or other naWrai catastrophe, or any other cause beyond ihe reasonable control or contemplation of either party. E. Authorization to Proceed Execution of this SUBCONSULTANT AGREEMENT by HARRIS wil� be authorizafion for SUBCONSULTANT to proceed with the Scope of Services, unless otherwise provided for in this SUBCONSULTANT AGREEMENT. No TMrd Party BeneBciaries This SUBCONSULTANT AGREEMENT gives no rights or benefits to anyone other than the SUBCONSULTANT and HARRIS and has no third-party beneficiaries. G. Jurisdiction The lawof the Stale of Calitornia shall govern the validity ofthis SUBCONSULTANTAGREEMENT, its interpretation and pertormance, and any other claims related to it. H. Severability and Survival . If any of the provisions contained in this SUBCONSULTANT AGREEMENT are held tor any reason to be invalid, illegal, or unenforceable in any respeci, such invalidity, illegality or unenforceability will not effect any other provision, and this SUBCONSULTANTAGREEMENTwill be construed as if such Cily of Palm Desert Corporation Yard Expansion Pmject Tandy's Inspedion Services, Inc. 9/21l2005 Rev. 06/22/2005 Page 6 of 8 invalid, illegal or unenforceable provision h. ✓er been contained herein. The provisions of Art._ .�, 2D, and 4A will survive termination of the SUBCONSULTKNTAGREEMENT. I. TerminationlCanceliation HARRIS will have ihe right to terminate this SUBCONSULTANT AGREEMENT for its convenience. After termination, SUBCONSULTANTwill be reimbursed for services rendered and necessary expenses inwrred [o the terminaiion date upon submission to HARRIS of detai�ed supporting invoices. SUBCONSULTANT will not be entitled to profit or other compensation on services not performed. If SUBCONSULTANT during performance of Ihe Scope of Services: (1) 8ecomesinsolventormakesageneralassignmentforthebenefitofitscreditors;filesorhasfiledagainstSUBCONSULTANTapetilionin bankruplcy or an aitachment or execution �evied upon any of SUBCONSULTANTS property used hereunder, or has appointed a receiver for SUBCONSULTANTS business; ar (2) Has any legal proceeding commenced against SUBCONSULTANT that, in the opinion of HARRIS, interferes with the performance and satisfactory completion of the Scope of Services; or (3) FailsorrefusesloproceedwiththeScopeofServicesinaprompt,safe,anddiligentmanner,ortosupptyadequateequipmentorpropedy skilled employees; or (4) Fails to pay promptly all monies due Lower Tier Subconsultants for services, labor, or materials used in connection with lhe Scope of Services; or (5) Fails or refuses to proceed in full compliance with all provisions of this SUBCONSULTANT AGREEMENT. then SUBCONSULTANT will be deemed in defaWl and HARRIS, without prejudice to any other rights or remedy it may bave, may give SUBCONSUITANT notice in writing setting forth the particulars of such default. Unless such default is corrected within tnree (3) days from date of said notice, HARRIS, at its option, may terminate this SUBCONSULTANT AGREEMENT. If HARRIS withholds payment unjustly or otherv✓ise breaches this agreement, SUBCONSULTANT shall have the right to suspend services on fifteen (15) days written notice lo HARRIS to cure. SUBCONSULTANT shall not be heid iia6le for deiays for such suspension for non-payment or breach by HARRIS. J. Scope of Services HARRIS may adjust the Scope of Services by either adding to or deleting from the services to be performed. If such adjustment increases or decreases the wst ortime required forthe SUBCONSUITANTS Scope of Services, adjusted compensation and/ortimewill be muWally agreed upon in wriling. Additional services provided by the SUBCONSULTANT will be entitled to addilional compensation or eMension o( time only as authorized in wriling by HARRIS. If HARRIS and SUBCONSULTANT are unable to agree as to the extent, if any, of an adjuslment in the cosl or time required for the scope of SUBCONSULTANT� S services, that should be allowed as a resuit of a change andlor adjustment in lhe Scope of Services, a claim may be made in accordance with ihe dispute resolution provisions of this AGREEMENT. K. Order of Precedence In the case of any inconsisiencies, wnflict or ambiguity, the documents shall govern in ihe following order: (1) Owner's Agreement (incorporated by reference). (2) SubconsultantAgreement (3) Atlachments to Subconsultant Agreement L. Other Tertns ln the event of a conflict 6etween this SUBCONSULTANT AGREEMENT for professional services and the SUBCONSULTANTS proposal, the terms of this SUBCONSULTANT AGREEMENT shall govern. City of Palm Desert Corporation Yard Expansion Projecl Tandy's Inspection Services, Inc. 9/21/2005 Rev. 06/22/2005 Page 7 of 8 M. EntireAgreement This SUBCONSULTANT AGREEMENT represents the entire agreement between HARRIS and SUBCONSULTANT and supercedes any priorwritten or orai representations. All understandings between HARRIS and SUBCONSULTANT are incorporated in this SUBCONSULTANT AGREEMENT. The terms are inlended bythe parties as a final, complete and exclusive expression of their agreement witn respects to the SUBCONSULTANTAGREEMENT, and may not be coMradicted by evidence of any prior agreement or contemporeneous oral agreemenL This SUBCONSULTANTAGREEMENT may be modified ony in writing signed 6y all parties hereto. 000 APPROVED FOR SUBCONSULTANT: Signature: �+1./ 1 ` � PrintName: \ ' Title: ��"� i Date: "l k �� `f.CN.� ACCEPTED FOR HARRIS & ASSOCIATES, INC.: Signature: Da e Seevers, PE Print Name: TiNe: Vice President October 14, 2005 Date: "'END OFSUBCONSUITANTAGREEMENT"' City of Palm Desert Corporation Yard Expansion Project Tandy's Inspection Services, Inc. 9/21/2005 Rev. 06/22/2005 Page 8 of 8 VICINITY MAP CORPORATION YARD EXPANSION PROJECT 715-00