Loading...
HomeMy WebLinkAbout06095 - AGUA CALIENTE BAND OF CAHUILLA INDIANS BELARDO RD BRIDGE & ROADWAY PROJECT RELEASE OF CLAIMS The undersigned subcontractor, pursuant to the terms of the Subcontractor Services Agreement dated May 18, 2011 ("AGREEMENT'), by and between the Aqua Caliente Band of Cahuilla Indians, a federally-recognized Indian Tribal Government ("TRIBAL GOVERNMENT'), with offices at 5401 Dinah Shore Drive, Palm Springs, California, 92264 and the City of Palm Springs ("SUBCONTRACTOR"), a municipal corporation, with its offices at 3200 East Tahquitz Canyon Way, Palm Springs, California 92262, to construct the Belardo Bridge and Roadway Project, hereby releases the TRIBAL GOVERNMENT from any and all claims arising under or by virtue of said AGREEMENT or any modification or change thereof except as follows: (Here list any claims against the TRIBAL GOVERNMENT and the amounts thereof. If none, so state.) A62 N G In witness whereof, the SUBCONTRACTOR has executed this release this \ — of ''"da y 201Ay CITY OF PALM SPRINGS APPROVED BY: David H. Ready, City Ma David J. Barakian, Director of Public Works/City Engineer ATTESTED BY: APPRO D AS TO FORM: )2s�Thompson, City Clerk Dougl s Holland, City Attorney SUBCONTRACTOR SERVICES AGREEMENT This AGREEMENT, made and entered into this _\Aay of WANg 2011, by and between Agua Caliente Band of Cahuilla Indians, a federal ly-recoo ized Indian Tribal Government ("TRIBAL GOVERNMENT"), with offices at 5401 Dinah Shore Drive, Palm Springs, California, 92264 and the City of Palm Springs ("SUBCONTRACTOR"), a municipal corporation, with its offices at 3200 East Tahquitz Canyon Way, Palm Springs, CA 92262. 1. Scope of Work 1.1 SUBCONTRACTOR is to furnish services as outlined in Exhibit 'A," attached hereto, to the TRIBAL GOVERNMENT. 1.2 SUBCONTRACTOR shall be an independent contractor and is responsible for the manner, means, methods, materials, licenses, permits, fees, employer's and other taxes, royalties, health and safety precautions, workers' compensation policy, and other conditions and qualifications necessary to perform the services and achieve the results required to professionally and competently furnish and complete the services outlined in Exhibit "A" hereto. SUBCONTRACTOR shall not be deemed an agent for, or engaged in a joint venture with, the TRIBAL GOVERNMENT. 2. Performance Standards and Other Conditions 2.1 All work performed by SUBCONTRACTOR shall be performed in accordance with industry practices and professional standards for similar professional consulting services. SUBCONTRACTOR agrees that it will retain the services of, at its own expense, all personnel reasonably necessary to timely and competently perform the services required by this AGREEMENT. All work required, and to be performed hereunder, shall be performed by fully qualified personnel and such personnel shall be authorized and licensed under applicable Tribal, federal and state laws to perform such work. 2.2 In addition to personnel employed directly by SUBCONTRACTOR, SUBCONTRACTOR shall have the right to engage such subcontractors as it may deem appropriate, qualified and reasonably necessary to the performance of its services hereunder with the prior written approval of the TRIBAL GOVERNMENT, which shall not be unreasonably withheld. 2.3 SUBCONTRACTOR shall schedule and perform its work with due diligence and in character, sequence and timing so that it will be coordinated with that of the TRIBAL GOVERNMENT. 2.4 SUBCONTRACTOR shall not be liable for any delays or other non-performance resulting from circumstances or causes beyond its reasonable control, including 7523331 1 ORIGIN" ANDIDR AGREEMEN without limitation, fire or other casualty, Act of God, strike or labor dispute, war or other violence, acts of third parties, or any law, order, or requirement of any governmental agency or authority. 3. Compensation 3.1 SUBCONTRACTOR shall be fully compensated for SUBCONTRACTOR'S and its subcontractors' services provided under this AGREEMENT by the payment of the sums set forth in Exhibit "A" hereto. 3.2 The compensation paid to SUBCONTRACTOR shall be considered as payment in full for the work product provided to TRIBAL GOVERNMENT under this AGREEMENT. 4. Payments 4.1 Between the 1 st and the 10th of each month, SUBCONTRACTOR shall submit invoices to the TRIBAL GOVERNMENT for payment of services provided during the previous month. 4.2 Invoices for services are subject to approval of and full audit by the TRIBAL GOVERNMENT. 4.3 The TRIBAL GOVERNMENT will pay the SUBCONTRACTOR's proper invoices within 15 days of receipt. 5. Additional Work 5.1 From time to time, the TRIBAL GOVERNMENT may change, alter or modify the scope of work provided by SUBCONTRACTOR under this AGREEMENT, provided that City is compensated for all work performed prior to alteration or modification of the scope of work. 6. Term and Termination 6.1 This AGREEMENT shall remain valid until such time as the services outlined in Exhibit "A" are completed, unless sooner terminated in accordance with the terms hereof. 6.2 The TRIBAL GOVERNMENT or SUBCONTRACTOR may each terminate this AGREEMENT at any time upon breach of this AGREEMENT by the non- terminating party, provided that the terminating party provides the other party at least thirty (30) days written notice of such termination. 6.3 In the event of such termination, the TRIBAL GOVERNMENT's sole liability will be to pay SUBCONTRACTOR for work performed up to the date of termination in accordance with the terms of this AGREEMENT. 752833A 7 6.4 In the event of such termination, the SUBCONTRACTOR shall immediately deliver all completed work product and all work-in-progress to the TRIBAL GOVERNMENT. No closeout payments shall be payable to SUBCONTRACTOR until all such deliveries are completed. 6.5 In the event of termination, there shall be no liability on the part of either party hereto for lost revenues or lost profit for unperformed services. 7. Special Provisions 7.1 SUBCONTRACTOR shall be responsible for complying with all applicable Indian Reservation Roads (IRR) and Federal Acquisition Regulations including, but not limited to, Davis Bacon Act provisions. 8. Records 8.1 Records of SUBCONTRACTOR's direct and indirect labor costs, payroll costs, and each reimbursable expense pertaining to work performed hereunder will be kept by SUBCONTRACTOR in a generally recognized accounting format, copies of which shall be forwarded as supporting documentation for all invoices submitted to the TRIBAL GOVERNMENT. 8.2 SUBCONTRACTOR shall maintain all records pertaining to the Scope of Work in legible and useable form. Original records shall be retained by SUBCONTRACTOR or forwarded to the TRIBAL GOVERNMENT in accordance with any applicable Tribal, state and federal guidelines. 8.3 All designs, as built drawings, specifications, notes, and other work developed in the performance of this AGREEMENT shall be and remain the joint property of the TRIBAL GOVERNMENT and SUBCONTRACTOR and may be used on any other work without additional compensation under this AGREEMENT. The TRIBAL GOVERNMENT and SUBCONTRACTOR reserve a royalty-free, nonexclusive, and irrevocable license to produce, publish, or otherwise use, for general purposes, the copyright or any other intellectual property right in any work developed under this AGREEMENT, or a subcontract under this AGREEMENT, and any rights of copyright or any other intellectual property right which the SUBCONTRACTOR, or its subcontractors, under this AGREEMENT purchases through this AGREEMENT. 8.4 SUBCONTRACTOR shall provide a report on a Quarterly Basis, not later than five (5) days after the end of each calendar quarter, which contains the following information: 8.4.1 the total amount of funds received from the TRIBAL GOVERNMENT; and 8.4.2 a detailed list of all activities for which IRR funds were expended, including: the name of the activity, a description of the activity, an evaluation of the completion status of the services outlined in Exhibit "A." 75283?.1 3 9. Insurance 9.1 After the execution of this AGREEMENT, SUBCONTRACTOR, and any subcontractor of the SUBCONTRACTOR, shall furnish the TRIBAL GOVERNMENT with copies of insurance policies (reflecting that they have obtained insurance) in the amounts and of the types specified in Exhibit "B" hereto. 10. Indemnification 10.1 SUBCONTRACTOR hereby agrees to fully defend, indemnify and hold the TRIBAL GOVERNMENT harmless from and against any and all claims, suits, actions, damages, loss, liability or costs of every nature or description (including reasonable attorney fees) arising from, or in any way attributable to or related to the negligence or willful misconduct of SUBCONTRACTOR hereunder, including SUBCONTRACTOR's officers, employees, agents, principals, shareholders, directors, and subcontractors. 10.2 TRIBAL GOVERNMENT hereby agrees to fully defend, indemnify and hold the SUBCONTRACTOR harmless from and against any and all claims, suits, actions, damages, loss, liability or costs of every nature or description (including reasonable attorney fees) arising from, or in any way attributable to or related to the negligence or willful misconduct of TRIBAL GOVERNMENT hereunder, including TRIBAL GOVERNMENT'S officers, employees, agents, principals, shareholders, and directors. 11. Successors and Assigns 11.1 SUBCONTRACTOR hereby binds itself, its successors, executors, administrators, assigns and legal representatives to this AGREEMENT with respect to all covenants and obligations of SUBCONTRACTOR under this AGREEMENT. 11.2 Except as set forth in this AGREEMENT, SUBCONTRACTOR shall not assign, sublet, or transfer any rights under, or interest in, this AGREEMENT without the prior written consent of the TRIBAL GOVERNMENT. 12. Entirety 12.1 This AGREEMENT and attachments hereto constitute the entire AGREEMENT between the parties hereto with respect to the subject matter hereof. No amendment or modification to this AGREEMENT shall be effective unless in writing and executed by both parties. 7528331 4 13. Damages 13.1 Except as set forth in this AGREEMENT, neither party shall be liable to the other, in any event, for any special or incidental damages arising out of the work performed hereunder, whether arising in contract, tort, California statutes or otherwise. 14. Default and Enforcement 14.1 This AGREEMENT is to be governed by federal law. 14.2 Failure or delay by any party to this AGREEMENT to perform any material term or provision of this AGREEMENT shall constitute a default under this AGREEMENT; provided however, that if the party who is otherwise claimed to be in default by the other party commences to cure, correct or remedy the alleged default within fifteen (15) calendar days after receipt of written notice specifying such default and shall diligently complete such cure, correction or remedy, such party shall not be deemed to be in default hereunder. 14.3 The party which may claim that a default has occurred shall give written notice of default to the party in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; provided, however, the injured party shall have no right to exercise any remedy for a default hereunder without delivering the written default notice, as specified herein. 14.4 Any failure or delay by a party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default. 14.5 In the event that a default of any party to this AGREEMENT may remain uncured for more than fifteen (15) calendar days following written notice, as provided above, a "breach" shall be deemed to have occurred. In the event of a breach, the injured party shall be entitled to seek any appropriate remedy or damages by initiating legal proceedings. 15. Miscellaneous 15.1 Whenever notice is required to be given herein, such notice shall be deemed given when mailed to the party to be notified via certified mail, return receipt requested, or by overnight delivery, at the address first written above, or at such other address as the party may, by written notice, provide to the other. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 752833 1 5 IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed as of the date first written above. AGUA C ENTE BAND OF CAHUILLA INDIANS A R Y: , Thom s J. Davis, Chief Planning & Development Officer APPROVED AS TO FORM: Michelle Carr, Tribal Counsel CITY OF PALM SPRINGS APPROVED BY: APPROVED BY CITY COUT,211- David H: Ready, alter ATTESTED BY: ames Thormp�son, City Clerk APPROVED AS TO FORM: xy -- ouglas Holland, City Attorney 75?833A 6 EXHIBIT "A" SCOPE OF WORK The City of Palm Springs will construct the Belardo Road Bridge and Roadway Project, Federal Aid Project No. PLHL-5282(020), City Project No. 87-49. The project is generally described in the final adopted environmental document as follows: The proposed project would construct a two-lane bridge on Belardo Road in Palm Springs over the Tahquitz Creek Channel, connect the noncontiguous sections of Belardo Road between Mesquite Avenue and Sunny Dunes Road, and widen the roadway as necessary from just west of South Palm Canyon Road to just north of Sunny Dunes Road to create a uniform roadway width. All work will be performed in accordance with the plans and specifications approved by the City in May 2011, and the City shall facilitate the bidding, construction contract, and construction engineering (inspection, materials testing and oversight) of the project. The City shall provide all labor, materials, and equipment necessary for construction of the project. COMPENSATION The attached preliminary estimate identifies the final engineer's detail estimate for construction of this project, including construction engineering and contingencies. The bid items and quantities identified on the detail estimate are subject to change during construction. As indicated on the attached preliminary estimate, the total construction phase of this project is estimated to cost $4,351,942. The City shall apply its federal Public Lands Highways Discretionary ("PLHD") funds to construction contract costs. The total PLHD funds available are $2,325,194. The balance of construction phase costs not covered by the City's PLHD funds is estimated at$2,026,748. The maximum funds available for reimbursement pursuant to this Agreement are $2,035,362. TERM The term of this contract shall commence upon its execution and shall extend through completion of the construction phase of this project. The following schedule is the estimated time for completion of this project, which is subject to change: Bidding: May/June 2011 Bid Opening: June 21, 2011 Contract Award: July 6, 2011 Start Construction: September 1, 2011 End Construction: April 1, 2012 Project Close-Out: May 1, 2012 752833 1 Detail Estimate Page 1 DETAIL ESTIMATE Participating Item Estimate Federal Aid Cade 4130 Item No. Item Description Unit Quantity Unit Price Amount 1 MOBILIZATION LS 1 00 $153.000 00 $ 153.000 00 2 TRAFFIC CONTROL LS 100 $14 000 00 $ 14,000 00 3 STORM WATER POLLUTION CONTROL MEASURES LS 1 00 $21.000 00 $ 21,000 00 4 AIR QUALITY AND DUST CONTROL MEASURES LS 100 $21.000 00 $ 21.000,00 5 CULTURAL RESOURCES MITIGATION MEASURES LS 100 $100,000 00 $ 100.000 00 6 BIOLOGICAL MITIGATION MEASURES LS 100 $18,000 00 $ 18,000 00 7 TEMPORARY FENCE(ESA) LF 4 250 00 $5 00 $ 21,250 00 8 CLEARING GRUBBING AND MISCELLANEOUS REMOVALS LS 100 $17,500 00 $ 17,500 00 9 REMOVE EXISTING A C PAVEMENT SF 27 070 00 $0 50 $ 13,535 00 10 REMOVE EXISTING CURB LF 2.34500 $4 00 $ 9,38000 11 REMOVE EXISTING SIDEWALK SF 8.69500 $2 00 $ 17 390 00 12 COLD PLANE EXISTING A C PAVEMENT(0 15'MAX i SY 85000 $3 00 $ 2.55000 13 ROADWAY EXCAVATION CY 3 500 00 $20 00 $ 70,000 00 14 ROCK EXCAVATION CY 1,50000 $50 00 $ 75,000 00 15 STRUCTURE EXCAVATION(BRIDGE) CY 27200 $200 00 $ 54,400 00 16 STRUCTURE EXCAVATION iROCK SLOPE PROTECTION) CY 92900 $200 00 $ 185.300 00 17 STRUCTURE EXCAVATION(RETAINING WALL) CY 31000 $2 00 00 $ 62,000 00 18 STRUCTURE BACKFILL(BRIDGE) CY 22000 $75 00 $ 16,500 00 19 STRUCTURE BACKFILL(RETAINING WALL) CY 50000 $75 00 $ 37,500 00 20 LEAN CONCRETE BACKFILL CY 4400 $200 00 $ 8.80000 21 IMPORTED BORROW CY 10 000 00 $15 00 $ 150.000 00 22 CLASS 2 AGGREGATE BASE CY 2.99000 $50 00 $ 149.500 00 23 SLURRY SEAL TON 7000 $150 00 $ 10,500 00 24 HOT MIX ASPHALT(TYPE A) TON 2.44500 $100 00 $ 244.500 00 25 PRE-STRESSING CAST-IN-PLACE CONCRETE LS 100 $80 000 00 $ 80,000 00 26 STRUCTURAL CONCRETE tBRIDGE FOOTING) CY 6500 $600 00 $ 39 000 00 27 STRUCTURAL CONCRETE(BRIDGE) CY 49900 $900 00 $ 449.100 00 28 STRUCTURAL CONCRETE(RETAINING WALL) CY 22500 $650 00 $ 146.250 00 29 ARCHITECTURAL TREATMENT(RETAINING WALL) SF 1,44000 $15 00 $ 21,600 00 30 STRUCTURAL CONCRETE,APPROACH SLAB(TYPE EQ) CY 3000 $600 00 $ 18,000 00 31 MINOR CONCRETE IMINOR STRUCTURE) CY 2800 $1 200 00 $ 33 600 00 32 MINOR CONCRETE iHEADWALL) CY 1300 $1,200 00 $ 15 600 00 33 JOINT SEAL(TYPE&MR 1") LF 10500 $25 00 $ 2.62500 34 BAR REINFORCING STEEL LB 2 132 00 $1 00 $ 2,132 00 35 BAR REINFORCING STEEL(BRIDGE) LB 91,641 00 $2 00 $ 183,282 00 36 BAR REINFORCING STEEL)RETAINING WALL) LB 13,500 00 $1 00 $ 13,500 00 37 18"REINFORCED CONCRETE PIPE LF 9900 $250 00 $ 24,750 00 38 24"REINFORCED CONCRETE PIPE LF 238,00 $275 00 $ 65,450 00 39 36"REINFORCED CONCRETE PIPE LF 6700 $400 00 $ 26,800 00 40 42"REINFORCED CONCRETE PIPE LF 7400 $400 00 $ 29,600 00 41 12"WELDED STEEL PIPE i0 250"THICK) LF 9800 $200 00 $ 19.600,00 42 ROCK SLOPE PROTECTION t112 TON,METHOD 8) CY 6800 $150 00 $ 10,200 00 43 ROCK SLOPE PROTECTION tFACING,METHOD B) CY 106,00 $150 00 $ 15,900 00 44 ROCK SLOPE PROTECTION(BACKING NO 1 METHOD Bi CY 178,00 $150 00 $ 26,700 00 45 CONCRETED-ROCK SLOPE PROTECTION(1,2 TON METHOD 8) CY 71500 $100 00 $ 71 500 00 46 ROCK SLOPE PROTECTION FABRIC) SY 66300 $7 00 $ 4.64100 47 MINOR CONCRETE(CROSS-GUTTER) CY 6600 $450 00 $ 29,700 00 48 MINOR CONCRETE tCURB AND GUTTER) LF 6 050 00 $10 00 $ 60,500 00 49 MINOR CONCRETE iSIDEWALK) SF 31,540 00 $4 00 $ 126.160 00 50 MISCELLANEOUS METAL(BRIDGE) LB 1,00600 $15 00 $ 15,090 00 51 PICKET RAILING LF 53600 $40 00 $ 21,440 00 52 CONCRETE BARRIER tTYPE 26) LF 22400 $400 00 $ 89,600 00 53 ARCHITECTURAL TREATMENT(BRIDGE) LS 100 $40.000 00 $ 40 000 00 54 CONSTRUCT 6'CHAIN LINK FENCE LF 16800 $15,00 $ 2 520 00 55 CONSTRUCT CHAIN LINK GATE(W=16') EA 400 $1.200,00 $ 4 800 00 56 ADJUST WATER VALVE TO GRADE EA 800 $325 00 $ 2.60000 57 ADJUST SEWER MANHOLE TO GRADE EA 200 $1,400 00 $ 2.800,00 58 BRIDGE LIGHTING SYSTEM LS 1 00 $20,000 00 $ 20,000 00 59 TRAFFIC STRIPING,SIGNAGE AND MARKINGS LS 100 $20 000 00 $ 20,000 00 60 FEDERAL TRAINEE PROGRAM LS 100 $4,000 00 $ 4,00000 Subtotal Contract Items 1-60 Improv Type 01,08 $ 3,212,145.00 Agency I State Furnished Materials $ 000 Force Account(Emergency Opening) $ 000 Total $ 3.212.145 00 Contingencies(Including supplemental work) 10 0% $ 321,215 00 Construction Total $ 3.533.360,00 Construction Engineering 15 0% $ 530.004 00 PARTICIPATING SUB-TOTAL COST $ 4,063,364.00 Detail Estimate (Continued) Page 2 DETAIL ESTIMATE,Continued Non-Participating Item Estimate Federal Aid Code 4130 Item No. Item Description Unit Quantity Unit Price Amount 61 MOBILIZATION LS 1 00 $11.000 00 $ 11.000 00 62 TRAFFIC CONTROL LS 100 $6,000 00 $ 6.00000 63 STORM WATER POLLUTION CONTROL MEASURES LS 100 $9,000 00 $ 9,00000 64 AIR QUALITY AND DUST CONTROL MEASURES LS 1 00 $9 000 00 $ 9,00000 65 BIOLOGICAL MITIGATION MEASURES LS 1 00 $2.000 00 $ 2,00000 66 TEMPORARY FENCE iESAi LF 1.06000 $5 00 $ 5 300 00 67 CLEARING,GRUBBING AND MISCELLANEOUS REMOVALS LS 100 $2,500 00 $ 2 500 00 68 REMOVE EXISTING A C PAVEMENT SF 22,650 00 $0 50 $ 11,325 00 69 COLD PLANE EXISTING A C PAVEMENT(0 15'MAXI SY 3,850 00 $3 00 $ 11 550 00 70 ROADWAY EXCAVATION CY 42000 $20 00 $ 8 400 00 71 IMPORTED BORROW CY 1 00000 $15 00 $ 15 000 00 72 CLASS 2 AGGREGATE BASE CY 52000 $50 00 $ 26 000 00 73 SLURRY SEAL TON 7000 $150 00 $ 10,500 00 74 HOT MIX ASPHALT(TYPE B) TON 81500 $100 00 $ 81 50000 75 MINOR CONCRETE(CURB AND GUTTER) LF 1 20500 $10 00 $ 12 050 00 76 TRAFFIC STRIPING,SIGNAGE AND MARKINGS LS 1 00 $7,000 00 $ 7.00000 Subtotal Contract Items 61-76 $ 228,125.00 Agency;State Furnished Materials $ 000 Force Account(Emergency Opening) $ 000 Total $ 228,12500 Contingencies(Including supplemental work) 10 0% $ 22,813 00 Construction Total $ 250.938 00 Construction Engineering 15 046 $ 37 641 00 NON-PARTICIPATING SUBTOTAL COST $ 288.579,00 Subtotal Contract Items 1-76 $ 3,440,270A0 Agency I State Furnished Materials $ 000 Force Account(Emergency Opening $ 000 Total $ 3 440.270 00 Contingencies(Including supplemental work) 10 0% $ 344 027 00 Construction Total $ 3.784.297 00 Construction Engineering 15 0% $ 567.645 00 TOTAL COST $ 4,351,942.00 EXHIBIT B INSURANCE 1.1 Overview. In an effort to standardize the TRIBAL GOVERNMENT's insurance program and coordinate insurance of subcontractors with the TRIBAL GOVERNMENT's program, the following are the requirements for SUBCONTRACTOR insurance coverage. 1.1.1 Liability Coverage. SUBCONTRACTOR, at the SUBCONTRACTOR's sole expense, shall obtain and pay for, and at all times maintain in full force and effect a Five Million Dollar ($5,000,000) combined single limit per occurrence, and a Five Million Dollar ($5,000,000) combined single limit aggregate, Commercial General Liability policy. Such policy shall insure against any and all losses arising out of, or in connection with the operations of the SUBCONTRACTOR. Such coverage shall also provide products and completed operations coverage. 1.1.2 Automobile Insurance. SUBCONTRACTOR, at the SUBCONTRACTOR's sole expense, shall obtain and pay for, and at all times maintain in full force and effect a One Million Dollar ($1,000,000) combined single limit per occurrence automobile liability policy. Such policy shall include coverage for non-owned and hired car coverage. 1.1.3 Worker's Compensation. SUBCONTRACTOR, at the SUBCONTRACTOR's sole expense, shall obtain and pay for, and at all times maintain in full force and effect, a worker's compensation policy in the statutory amount. Such coverage shall provide employer's liability of at least One Million Dollars ($1,000,000) and include a waiver of subrogation in favor of the Agua Caliente Band of Cahuilla Indians. 1.2 Common Provisions. 1.2.1 Certificates. Certificates of insurance shall be provided to the TRIBAL GOVERNMENT's Risk Manager at the following address: Agua Caliente Band of Cahuilla Indians c/o F.T. Kieley III, Risk Management Consultant P.O.Box 3275 Palm Springs, CA 92263-3275 Voice: (760) 327-9160 Fax: (760) 327-6450 1.2.2 Additional Named Insured Endorsements. The policies shall name the Agua Caliente Band of Cahuilla Indians, its employees and agents as additional named insureds. 1.2.3 Cancellation Provisions. Policies shall not be canceled or modified without at least thirty (30) days prior written notice, except for ten (10) days' notice of cancellation due to non-payment. 1.2.4 Suitability of Companies. All such coverage shall be written by admitted carrier in the State of California with a "Best's" insurance rating of A, Class X or better. 1.2.5 Primacy. All such coverage shall be primary insurance, and any insurance or self insurance programs of the Agua Caliente Band of Cahuilla Indians shall be non-contributing. 752833 1