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Home My Public Portal About07) 7D First Amendment with Ninyo and Moore for Environmental AssessmentDATE: TO : FROM : SUBJECT: MANAGEMENT SERVICES DEPARTMENT MEMORANDUM June 19 , 2018 The Hono rab le City Cou ncil Brya n Cook , City Manager c.~ By : Bri an Haworth , Assistant to the City Manage r ~ AGENDA ITEM 7.0 . CONTRACTUAL F IRST AMENDMENT WITH NINYO & MOORE FOR ENVIRONMENTAL SITE ASSESSMENT SERVICES RECOMMENDATION: T he City Council is req uested to ap prove a first amendment (Attachment "A ") to the professional services agreement wi t h Nin yo & Moore for add itiona l environmental site assessmen t serv ices not to exceed a tota l contract amount of $31 ,933 . BACKGROUND : 1. On August 2 1, 20 17 , the City entered into a $24 ,700 service agreement with Ninyo & Moore to cond uct env ironmenta l reviews perta ining to demolition of the City's Primrose pro pe rt ies (APNs 8587 -014-904 , -905) (Attachment "B"). The services spec ifically called for a hazardous buildi ng materials survey to assess the level of asbestos a nd lead -based paint in all buildings ; and to ove rsee the proper removal of said mate ria ls (d urin g demolition) purs uant to all applicable environmental st andards . 2 . On May 29 , 20 18, Counci l tentativ e ly approved ite ms in the City's proposed 20 18-1 9 Cap ita l Im prove me nt Program , whi ch in c ludes demoli tion of the City 's Pri mrose properties . Staff is currently working with Transtech to finalize a project scope and schedu le tha t antic ipates an A ug ust start date . (The information will soon be presented befo re t he Counci l's Futu re Development of City Properties Standing Committee .) 3. To date , a number of pre-demolition activities have been completed at the Pri mrose properties incl udi ng tenant relocat ion , utility c apping , env ironmental due d ili gence and t he hazardous building mater ials survey . Neve rt heless , in rev iewing project files , it was determ ined that one last act ivity remains : a Phase I environmental site assessment for o ne of the parce ls (AP N 8587-014-904 ), which was purchased in 2007 . City Council June 19, 2018 Page 2 of 3 ANALYSIS: The requested amendment calls for the following provisions : • Phase I Environmental Site Assessment Noted as a best practice for land and property purchases , a Phase I environmental site assessment (ESA) provides site-specific information regarding environmental cleanup liens , and activity and use limitations. The analysis is consistent with standards and practices prescribed by ASTM International and the US Environmental Protection Agency. A Phase I ESA was performed for APN 8587-014-905 as part of the City 's purchase in 2012 . Findings concluded no additional analyses needed , which can be presumed for APN 8587-014-904 given its size, close proximity and similar land use. Council could elect to forgo the Phase I ESA on APN 8587-014-904 w ith the assumption that the property is considered "clean ." Nevertheless , staff recommends against this as a Phase I ESA would : (1) formally document current env ironmental conditions; (2) be required should the City sell the property or bond against it for future redevelopment ; and (3) allow all project-related environmental due dil igence activities to be completed by July 13 , 2018 . Phase I ESA cost: $4 ,330 . • Project Contingency In the event of additional environmental analyses for APN 8587 -014-904 , the requested 10 % project contingency (current contract amount plus the Phase I ESA cost) would expeditiously allow for any additional reviews-e .g . a Phase II ESA- without affecting the start date for demolition activities. Project contingency cost: $2 ,907. • Contract Duration The requested amendment extends the co ntract expiration date from June 30 , 2018 to June 30 , 2019. The existing contract calls for the monitori ng and remova l of on -site hazardous materials , which will be completed later this year in conjunction with demolition activities . • Insurer Requirements As a legal formality , th e amendment revises Section 16 and 17 of the ori ginal agreement. This action respectively modifies indemnification terms and certain City Council June 19, 2018 Page 3 of 3 - language related to insurances to better comply with standards required of the City by its insurers. No other contract amendments are anticipated . C ITY ST RATEGIC GOAL: Actions contained in this report primarily align with the City's strategic goals of economic development and good governance. FISCAL IMPACT : None . Costs associated with the requested $7 ,233 contract amendment are to be funded by Account No . 01-910-42-4231 (Management Serv ices : Professiona l Services ). All unexpended conti ngency monies will be returned to the General Fund . ATTACHMENTS : A. First Amendment (incl. original agreement) B . Parcel Map FIRST AMENDMENT TO AGREEMENT FOR SERVICES by and between the CITY OF TEMPLE CITY and NINYO & MOORE Dated June 20, 2018 ATTACHMENT A FIRST AMENDMENT TO AGREEMENT FOR SERVICES This First Amendment to the Agreement ("'First Amendment'"), which is dated for refe rence as indicated on the cover page , is hereby ente red into by and betwee n the City of Te mpl e City , a Ca li fo rni a c harter c ity ("C ity"), and inyo & Moore , a Cal ifornia corporati on ('·Se rvice Provider''), as follows: RECITALS A. City and Service Pro v ider ente red in a $24 ,700 agreement for services on August 2 1, 20 17 ("Ag reemen t"). T he Agreement provides that Service Provide r wi ll prepa re a hazardou s build in g material survey and oversee the proper removal of sa id materials from the buildings located at 5922 and 5934 Primrose Ave (A P s 8587-014-904 , -905). B. Pursuant to forma l Council ac tion o n June 19, 20 18 , City and Service Provider entered int o a contrac tu al first amendmen t to the Ag re ement at an added cost of $7,233 (o r a total contract amou nt not to exceed $3 1 ,933). This Fir st Amendment a uth orizes Service Pro vider to perfo rm a Ph ase I envir onmental site assessment for AP 8587-014-904 at a cost not to exceed $4 ,330, a nd provi des a con tin gency amount of $2 ,907 for any unforesee n but required environmental work , e.g. a Phase I I environmenta l si te assessment. Furtherm ore. thi s amendment extends du ra ti on of the Agreement from June 30 , 2018 to June 30, 2019 to allow completion of a ll outstanding work item s. C. Thi s First Amendment also amends ections 16 and 17 of the Agreeme nt to re spec tively modify indemn ification term s and certain language related to in surances to better comply with sta ndard s requ ired of C it y by it s insure rs. OPERATIVE PROVI S IONS OW , THEREFORE , in consideration of the prom ises made and rec ited herein , the parties do hereby enter in to this First Ame ndm ent, which mod ifies and ame nd s the Agreement as fo ll ows: 1. AMENDMENT. The Agreement is he re by modified and amended as follow s: SECTION 1. TERM OF AGREEMENT: Subject to the provi s ions of Section 20 "Term in ation of Agreement " of this Agre e ment , the Term of thi s Agreement is until June 30 , 20 19 co mm encing on th e date first ascribed above. SECTION 4. COMPENSATION AND METHOD OF PAYM ENT: Subject to an y limi tati ons se t fo rth in th is Agree ment, City agrees to pa y Service Prov id er th e amo unt s s pecified in Exhibit "B'' "Compe nsation" and made a part of this Agreement by thi s re fe rence . The tot al compensa tion , includin g reimbursement fo r ac tual expense s, s hall not excee d thirty o ne thou sand nine hundred th irty three dol lars ($3 1 ,933) unl ess additiona l compensation is app roved in writing in accordance with Section 26 "Administration and Implementation" or ection 28 "Amendment'" of this Agreement . -2 - ~- EXHIBIT "A". SCOPE OF WORK: Added language , i.e.: As it pertains to AP 8587-0 14-904 o r "s it e'', Serv ice Provider s h a ll conduct a Phase I environmental assessment, of w hich a sco pe is prov ided be low. 1. In accordance w ith ASTM International (ASTM) 20 13 g ui dance (Designation No. E1527-1 3) a nd t he Uni ted St at es Environme ntal Protecti o n Agen cy Standards and P ractices for A ll Appropriate Inquires (AAI), Service Provider sh a ll provide City a questi01maire o r interv ie w for the follo w in g informati on : • Info rmation regarding envi ro nme nta l cleanup l ien s or activity a nd use l imitati ons associa t ed w ith th e s ite; • A n op ini on regarding the re la tionship of t he purchas e pnce to the fair market value of the site; • A s tatement of commonly known information a bout the s ite ; and • A state ment of any spec ialize d kno w le d ge or experience on the part of City. 2. City s ha ll conduct a review of record e d land t itl e a nd l ie n record s f or the s ite, or e ngage a title company t o re v iew such record s . Relevant information, if discovered by C ity, must be prov ided to Servic e P rovider. 3. As it pertains to the Phase I enviro nm ental site assessme nt, Service Provider s ha ll • Purchase a nd review e nv ironmental lien reco rds for the s ite for evidence of e nviro nm en tal l ien s a nd /or act iv ity and use limita ti ons; • • • • • If pro v id ed by City, review ownership reco rd s for t he s ite to evaluate probabl e pa st s ite u ses and the poss ib le impact on the c urrent enviro nm ental status of the site; Review readil y a vai lable maps and repo rts pert aining to th e s ite (City is requested to prov id e co pies of docume nts in its possess ion); Co nduc t interviews wi th property representat ives, if readil y avai lab le, regarding the environmental status of th e s it e ; P e rform a site reconnais san ce to v isually o b serve areas of possibly contaminated s urficial so il or s urface water, improperly s tored hazardou s materials, possible sources of poly chlo rinated b iphenyls, a nd possibl e ranks of co n tamination from activ it ies a t the s it e and adjac e nt p roperti e s; Rev iew readi ly avai lab le local regu latory age n cy files fo r the site with request s made to: LA County Departm ent of Hea lth Services , the local Air Quality -3- " " " Management Di stri ct, loca l fir e and building departments, a nd other agencies depending on s it e hi story a nd conditions (e.g. the Ca lifornia Regi o nal Water Quality Control Board a nd State of Ca li fo rnia Departm ent of Toxic ubstances Con tro l); Rev iew availabl e regu latory agency database s for th e s ite and for prope rt ies loca ted within a spec ifi ed rad ius of the si te to eva lu ate po te nti al impacts (e.g. known haza rdous waste s it es , landfi lls, leak in g undergrou nd sto ra ge tanks , facili ti es that sto re or di s po se of hazardous mate ri als, etc.); Rev iew readily ava il ab le hi storic al document s including ae ri a l photographs, anbo rn In surance maps, local bui lding department records, reverse ci ty direc to ri es and top ograp hi c map s as app ropriat e; and Prepare the Pha se I E A repo rt for the s ite (wit h co lo r ph otog raph s) that documents findings , and prov id es op ini ons and re co mm endati o ns regarding any envi ro nm e ntal impacts. e rv ice Pr ovider shall co mpl ete th e above ta sks by Jul y 13, 20 18 at a cost no t to exceed $4 ,3 30. 4 . Pr ov ide ad diti o na l env iro nm e nt a l rev iews as needed a t a cos t no t to exceed $2,90 7 , and o nl y after re ceiving wri tt e n approval by City. SECT IO N 16. IN DEMN IFICAT IO N. This secti o n is amen ded to read as fol lows: (a) In demn ifi ca tion for Pr o fe ss ion al Lia bili ty. Wh ere th e law establ ishes a professional standard of care for erv ice Prov ider's services, to th e fullest extent permitted by law, erv ice Pr ovider sha ll indemnify. protect, de fe nd an d hold harmless Cit y and any a nd a ll of its officia ls, employees and agents ("Ind em nifi ed Parti es") from a nd aga in st any an d all liab ili ty (includin g li ab il ity for claims, s uit s, ac ti ons , arb it ratio n pro ceedings, ad mini strative proceed in gs , regulatory proceed in gs, losses, expe nses or costs of any kind , wheth e r actual, alleged or threate ned. in clud in g attorn eys ' fees a nd cos ts, court cos ts, interest , defense costs, and ex pert w itn ess fees) a ri se out of, a re a con se qu e nce of, o r are in a ny way attrib ut abl e to, in who le o r in part, any neg li ge nt o r w ro ngful ac t, err or or o mi ss io n o f Service Pr ov id er. or by any indi v idu al or enti ty for wh ich erv ice Pro vide r is le ga ll y li ab le, in c ludin g but not limited to officers, agents, employees or sub-S e rv ice Providers of ervice Provider, in the performance of professional se rv ic es und er th is Agree men t. (b) Ind e mn ifi cation for Oth er th an Professiona l Li ab ilirv. Oth e r than in the performance of professional se rvices and to th e fu ll exten t permitted by law, ervic e P rovider shall indemnify. protect, defe nd and hold ha rml ess Ci ty , and any and a ll of its employees, officia ls and age nt s from and aga in st any liability (inclu ding li abi lit y fo r claims, sui ts , actions, a rbitra ti o n proceedings , admin istrative pr oceed in gs, regu latory pr ocee din gs , losses, expenses or costs of -4- any kind, whether actual, alleged or threatened. including a tt orneys· fees and costs, court costs, interest, defen se costs, and expert witness fees), where the sa me arise out of, are a conseq ue nc e of, or are in any way attributable to, in whole or in part, the performance of thi s Agreement by Service Prov ider or by any individual or e ntity for which ervice Provider is legally liable including but not limited to office rs, agent s, emp loyees o r s ub-erv ic e Providers of ervice Pr ov id er. (c) Indemnificati on from ub-ervice Pr oviders. ervice Pro vide r agrees to obtai n executed in demnity agreements with provisions identical to tho se se t forth in this section from each and eve ry ub-ervice Pr ov id er or any o ther person or entity in vo lve d by, for, with or o n beha lf of ervice Provide r in the perfo rm anc e of th is Ag re ement naming the Ind emnified Parties as additional indemnitees. In the eve nt Serv ice Pr ovider fails to obtain suc h indemnity ob ligation s from ot hers as required herein. ervice Provider agrees to be fully responsible according to the terms of this section. Failure of Ci ty to monitor comp li ance with these requi rement s imposes no addi tional obligatio ns on City and wi ll in no way act as a waive r of any rights hereunder. This obliga ti on to indemnify and defend City as set forth he rein is binding on th e successo rs, assigns or heirs of ervice Provider and sha ll su rvive the termina ti on of this Agree ment or this section. (d) Li mita ti on of Ind emnification. otwi th stan din g any provision of this section to th e con tr ary , de s ig n profess ionals are re quired to defe nd a nd in demni fy the C ity on ly to the extent perm itted by Civi l Code Section 2782.8, which limits the liabil ity of a design professiona l to claim s, s uit s, actions , arbitra tion pro ceed in gs, adm ini strati ve proceedings, re gu latory proceedings, losses, expe nses or costs that arise out of, pertain to, or relate to the neg li gence, recklessness, or willful misconduct of the des ig n professional. The term ''design pr ofessional," as defined in ection 2782.8 , is limited to licensed architects, licensed landscape arc hit ec ts, registered professional engineers, profess io na l land s urveyors, and the business entities that offer such services in accordance with the applicable provisio ns of th e Ca liforn ia Busines and Pr ofessio ns Code. (e) City's egligence. T he pro visions of thi s sect ion do not a ppl y to clai ms occurring as a result o f City 's so le negligence. Th e provisions of thi s sectio n sha ll not release City from li a bility a ri si ng from gross ne glig ence or willful acts or omi ss ions of City o r any and all of its offi c ia ls , emplo yees an d agents. SECT IO N 17. INSU RA NCE. Thi s section is amended to read as follows: ervice Pro vid er agrees to ob tain and maintain in full force a nd effec t dur ing th e term of this Agreement the insurance policies se t forth in Exhibit "C" "In surance" and made a part o f thi s Agreement. All insurance policies sha ll be subjec t to approval by City as to form and content. These requirements are subj ect to amendme nt or waiver if so approved in writing by the C it y Manager. ervice Provider ag rees to provide City with copies of requir ed policies upon request. -5- 2. GENERAL PROVISIO S. 2.1 R e mainder U nch a n ged. Except as speci fic a ll y modified and amen ded in thi s First Amendm e nt , th e Agreem e nt re ma in s in full fo rce and effect a nd binding upo n the parti es. 2.2 Integ ration . T hi s Fir st Am endm ent co ns ists o f pages I throu gh 6 inclu sive, whi ch con stitut e th e e ntir e und e rstandin g and ag reeme nt o f th e part ies and s uper sede s all nego ti ation s or prev io us ag reem e nt s betw ee n th e parti es w ith res pect to all or any pa rt of th e tr a nsactio n di scu ssed in thi s Fir st Am e ndment. 2.3 Effective Date. Thi s Fir st Am endm e nt sha ll not beco me effec ti ve until the date it has been f o rm a ll y ap pr ove d by th e City Co uncil and execut ed by the a pp ro pri ate au th o rities of th e City and Se rv ice P rovide r. 2.4 Ap plicable Law . Th e la ws of t he St ate of Ca l ifo rni a sha ll govern th e int e rpretati on and enfo rce me nt of this First Ame ndm ent. 2.5 Refere nces. A ll refe re nces to th e Ag ree me nt inc lude a ll th e ir respect ive te rm s and provi s ion s. A ll de fined te rm s utili ze d in thi s First Amendment have the same meaning as prov id ed in th e Agree me nt , un less ex press ly s ta ted to th e co ntrary in thi s First Am e ndm e nt. IN WITNESS WH E REOF . the parti es he reto have exec ut ed thi s Firs t A me nd me nt to th e Agree ment o n th e date a nd yea r fi rst writt e n above. -6 - ATTEST : Peggy Ku o, C ity C le rk A PPROV ED AS TO FORM Eri c S. Vai l, C ity Attorn ey CITY : T H E C ITY OF TEMPLE C ITY By: __________ _ Bryan Cook , City Manager SERVIC E PROVID E R: By: _____________ _ a rn e: ___________ _ Ti tl e : ___________ _ (2"d s ignature required if Corporation , Incorporation or Limited Liability Corporation) By: _____________ _ a rne : ___________ _ Ti tle :------------ NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED , AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE PROVIDER 'S BUSINESS ENTITY. -7- A notary publi c or other o ffi cer completing th is certificate verifies only the identity of the individu al who signed the document to which this certificate is attached, and not the truthfu l ness , accurac , or valid it of th at document. ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________________ ~2=0 ____________________________________________ __ before me , ------=----------------------::---:--:-=-::--:::-::::-::---:----:-:-----::----:-:--::-:-' Dale Name And Tn le Of ON !COr (e g ·Jane Doe. No1ary Pubhc") personally appeared _______________ ----,.,---:-::---,-,------------- Name of S~gner(s) who proved to me on the basis of satisfactory ev idence to be the person (s) whose name (s ) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/t he i r authorized capacity(ies), and that by his/her/their s ignature(s) on the i nstrument the person(s ), or the entity upon behalf of wh ich th e person(s) acted , executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Califo rnia that the foregoing paragraph is true and correct. WITNESS my hand and official seal. S1gnature of Not ary Pubhc OPTIONAL Though th i s section is optional, complet ing th is information can deter alternation of the document or fraudulent reattachment of th is form to an unintended document. CAPACIT(IES) CLAIMED BY SIGNER(S) Signer's Name : 0 Ind ividual 0 Corporate Officer Title(s) 0 Partner (s) 0 Attorney-In-Fact 0 Trustee(s) 0 Guardian/Conservator 0 Other: Signer is representing : Name Of Person(s) Or Entity(ies) 0 Lim ited 0 Genera l DESCRIPTION OF ATTACHED DOCUMENT T1tle or Type of Document Number Of Pages Date Of Document Signer(s) Other Than Named Above A notary publi c or other o ffi cer completing thi s certificate verifies on ly the identity of the indiv idu a l who s ig ned the doc um ent to whic h th is certificate is anached, and not the tr uthfu lnes s, accurac , or validi of that docu ment. ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA STATE OF CALIFORNIA COUNTY OF LOS ANGELES On 20 ---------------------L~----------------------------------------------------- before me , ----=---------------------------------------:-:--~=-:---::-:-:::-:::-------=-----,----=-' Date Name And Tit le Of Officer (e g -Jane Doe. Nota ry Public") personally appeared ----------------,---:-:-------------- Name of S>gner(s) who proved to me on the basis of satisfactory evidence to be the person (s) whose name(s ) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s ) acted , executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signatu re of Notary Publ ic OPTIONAL Though th is section is option a l, comp let i ng th is in format ion can deter alternation of the document or fraudulent reattachment of th is form to an un intended document. CAPACIT(IES) CLAIMED BY SIGNER(S) S ign er 's Name : 0 In divi dual 0 Corporate Officer Title (s) 0 Partner(s) 0 Attorney-In-Fact 0 T ru stee (s) 0 Gu a rd ian /Conservator 0 Other: S igner is representing : Name Of Perso n(s) Or Ent ity (ies ) 0 Li mited 0 Genera l DESCRIPTION OF ATTACHED DOCUMENT Title or Type of Docu ment Number Of Pages Date Of Docum ent Signer(s) Other Than Named Above EXHIBIT "C" INSURANCE A. Insurance Requi rements. ervice Provider shall provide and maintain insurance, acceptable to the City, in full force and effec t throughout the te rm of this Agree me nt , agai nst cla im s for injuries to perso ns or damages to property whic h may arise from or in connection with the performance of the erv ices by Service Provider, its agents, representatives or employees . In su rance is to be placed with in surers with a current A.M . Best's rating is an assigne d po licyholders' Rati ng of A (or higher) and Financial ize Category Class VII (or larger). Onl y the fol lowing "ma rked " requi rements are applicable and Se rvice Provide r shall provide the fol lowing scope and limits of insurance: I . Mini m um Scope of Insu ra nce. Coverage sha ll be at least as broad as : Commercial Genera l L iability. Insurance ervices Office form Commercial General Liability coverage (Occurrence Form CG 000 I). Automobile Liability. Service Prov ide r shall maintain a utomobile insurance at leas t as board as Insurance ervices Office form CA 00 0 I covering bodily injury and prope rty damage for all act ivities of the ervice Provider arising out of or in connection with wo rk to be performed under this Agreement , inc lu ding co erage fo r a ny owned , h ired, no n-owned or rented veh icles. Workers' Compensati on . Workers' Compensation I nsura nce (S tatutory L imits) and Emp loyer 's Liabi lity In s urance as required by the La bor Code of State of California coveri ng all persons providing ervices on behalf of the Service Provider and all risk s to such persons under this Agreement. Professional (Errors a nd Omissions) Liab il ity. Profe ss iona l liability insurance appropriate to the Service Provider 's profession. Thi s coverage may be written on a ··claims made" basis. and must include coverage for contractual liability . The in s urance must be maintained for at lea st three (3) consecutive years following the co mpletion of erv icc Provider· s se rv ices or the termination of this Agreement. Dur in g this addit iona l three (3) year per iod, ervicc Provider s hall annua lly and upon request of the City subm it written evidence of this continuous coverage . Se rv ice Provider sha ll ma intain professio na l liability insuran ce that covers t he ervices to be perfo rmed in co nn ection wi th thi s Ag ree men t. Any po licy inceptio n d ate, co nti nui ty da te, o r re troactive date mu st be before the effec tive da te of this agree ment and Se rvice Provider agrees to maintain conti nuous coverage through a pe riod of no less than three years after completion of the services required by this agreement. l . Minimu m Limits of Insurance . ervice P rov ider shall mainta in limit s of insurance no less than : (I) Commercial Genera l Liabilit . S I ,0 00 ,000 per occurrence, $2,000,000 general aggregate for bodily injury, pe rso nal injury and prope rt y damage. (2) Au tomobile Liabil ity . o le ss than $1,000 .000 combined si ngle limit fo r each accide nt. (3) Workers' Compensation. Workers' Compensation as required by the Labor Code of the State of Cal ifo rn ia o f not less than $1,000 ,000 pe r occurrence and Employer's Liability In sura nce with limits of at least $1,000 ,000. (4) Pr ofessional Liabi lit y. $1,000,000 pe r claim and in the aggregate. B. Other Pr ovis ions. In sur ance po li cies re qu ired by thi s Agree men t sha ll co nt a in the fo ll owing prOVISIOnS: 1. All Polici es. Each insurance policy requ ired by this Ag reement shall be e ndorse d and state the cove rage sha ll not be s us pended , vo id ed, cance ll ed by the in sure r o r e ith e r Pa rt y to thi s Ag ree ment , reduced in cove rage or in limits except after 30 days' prior written notic e by certified mail , return rec eipt reques ted , has been given to C ity. 2. Co mmercial General Liab ilit y and Automob il e Li ab ility Coverages. (I) City, and its res pec tiv e elected and appointed officer s, officials, and employees and voluntee rs are to be covered as add iti ona l in su reds as respects: liability aris in g ou t of activi ti es Service Pr ovider pe rform s; products and completed o perati ons of e rvice Provid er; premi ses owne d, occupied or used by Service Pr ov id er; o r aut o mobil es owned, leased , hired o r bo rrowed by Service Provid er. The cove rage s hall con tai n no special limitatio ns on th e sco pe of pr otecti on affo rd ed to City, an d th e ir res pec ti ve elected and appointed officers. offic ia ls, o r employees. (2) Service Pro vi der 's in su rance s hall apply se para te ly to eac h in s ure d agai ns t who m c la im is made or s uit is bro ug ht , except with res pect to th e lim it s of th e in s urer's liabil it y. (3) Requirements of specific coverage fea tures or limits con tained in this ectio n are not intended as a limi tati on o n coverage, limit s o r o th e r requireme nt s, or a waive r of any cove rage normally pro v ided by any in sur an ce. Specific refere nce to a g iven coverage featu re is for purpose s of clarification o nl y as it pertains to a g iven issue an d is no t intended by any party or insured to be al l inclu s ive , o r to the exc lusion of other coverage, or a waiver of any type. If the ervice Provider maintains higher limit s than the minimums shown above, the Agency require s and shall be entitled to coverage for the higher limit s maintained by the erv ice Provid er. Any ava ilable in surance proceeds in excess of th e spec i fied minimum limit s of in suranc e and coverage shall be avai lab le to th e Agency. ( 4) Coverage provided by th e ervice Provider shall be primary and any insu ra nce or self-insurance or maintained by Agency sha ll not be required to co nt ribute to it. The limi ts of in suranc e required he re in may be sa ti sfi ed by a combi nat io n o f prim ary and umbre ll a o r e xcess in surance. Any umbre ll a or excess in su rance shal l co ntain or be endorsed to contain a provis ion that such cove rage s hall a lso app ly on a primary and non -contributory basis for the benefit of gency before the Agency's own insurance or self- insurance shall be called upon to protect is as a named insured. (5) Any fai lure to co mpl y w ith the repo rtin g or ot he r provi sions of the in s urance policies , including breaches of warranties. sha ll not affect coverage provided to City, and its respective e lec ted and appoin ted officers. officia ls, employees o r vo lunteers. 3. Workers' Co mpensat io n Co ve rage. Un le ss the C it y Manager otherw ise ag rees in wr itin g, the insurer s hall agree to waive a ll rights of subroga ti on against C ity , and it s respective elected and appointed officers, officials , employees and agents for losses a ri sing from wo rk performed by ervice Provider. C. Oth e r Requiremen ts. Service Pr ov ide r agrees to de po s it with Ci ty, at or before th e effective da te of thi s Agreemen t, ce rtificates of insurance necessary to sa ti sfy C ity th at the in s uranc e prov is io ns of thi s contract hav e been complied with . T he Ci ty ma y req ui re that Service Pr ovider furnish City with copies of ori gi na l endorse ments effec ting co verage required by thi s Ex hibit ··c ·. The certificates and endorsements are to be signed by a person authorized by th at insurer to bind coverage o n it s beh a l f. C it y res erves th e ri g ht to in spect complete , certified copies of all required insurance polici es , at any time. 1. Service Prov id e r sha ll furnish certificates and endorse me nt s from each s ub-ervtce Prov ider id entical to tho se Service Pro vi d er pro vide s. 2. Any deductibl es or se lf-insured retentions must be dec lared to and approved by City. At the option o f City, e ither the in sure r shall reduce or e limin ate such deductible s or se lf-insured retentions as re spect s Cit y or it s res pective elected or appo inted officers, officia ls, emp loyees and volunt ee rs or the Service Provider sha ll pr oc ure a bond guaranteeing payment of losses and rel ated in ves tigation s, cl aim admini stration , defense ex pen se s and claims . 3. The procuring of suc h re quired policy or po licie s of insurance sha ll not be construed to limit ervice Pr ovi der's I iabi I i ty hereunder no r to ful fi II the ind e mnification provisions and requi rement s of thi s greemen t. EXHIBIT "C" INSURANCE A. In surance Requirements. erv ice Provid er shall provide and maintain insu rance, acceptab le to the C ity, in full force and effect thro u g ho ut th e term of thi s Agreement, aga in st c la im s for injuries to persons or damages to p roperty which may arise fro m or in connection w ith the perfo rmance of the ervices by Service Provider, its agent . representatives or emplo yees. In s uran ce is to be placed with insurers with a c urrent A .M . Bes t's rating is an assigne d pol icy ho lde rs· Rating o f A (or higher) a nd Financial Size Category C lass VII (o r larger). Only the following ··marked" requirements are appli cable and erv ice Prov ider s hall provide the following scope and limits of in surance: 1. Minimum Scope o flns urance. Coverage s hall be at leas t as broad as: Comme rci al Gen e ral Liabili ty. In surance Services Office form Commercial Gene ral Liabil ity coverage (Occurrence Form CG 0001 ). Automobile Liability. Service Provider s hall maintain automobile insurance at least as board as In s urance er ices Office form CA 00 0 1 cove ring bodi ly injury and property damage for all activ ities of t he Service Provider arising out o f or in connection with work to be pe rfonned under this Agreement, including cove rage for any owned, hire d , no n-owned or re nted vehicles. Workers· Compensation . Workers' Compensation Insurance ( tatuto ry Limits) and E mployer's Liability Insurance as requi red by the Labor Code of tate o f California covering all per o n s providing Services on behalf of the Service Provider and all ri sks to such persons under th is Agreement. Professio nal (Erro rs a nd Omission s) Liabi li ty. Profess ional liab ili ty in s urance appropriate to the Service Provide r"s profess io n. Th is coverage m ay b e written o n a ··claims made'' basis, a nd must include coverage for contr actua l liability . T h e in s urance mus t be m aintained fo r at least three (3) consecut ive years following the compl e ti on of e rv ice Provid er·s serv ic es or the te rminati on of this Agreem e nt. During thi s ad diti o nal three (3) yea r period, Ser ice Provid e r sha ll annu ally and upo n request of the City s ubmit written e id e nce of thi s continuous coverage. Service Provid er s hall maintain professio na l liability insurance that covers th e Services to be p erformed in connectio n wi th thi s A greement . A n y po li cy in ceptio n date, contin uity date, o r r e troactive date must be before the effective da te of thi s agr eement and Service Provi der agrees to maintain continuous coverage through a period of no le ss t han three years after completio n of the services required b y this agre ement. 1. Minimum Limits of Ins urance. er ice Provider s hall maintai n limits of insurance no le ss th an: ( 1) Commercial General Liabili ty. $1 ,000,000 per occurrence, $2,000 ,000 general aggregate for bo dil y injury, personal inju ry and property da mage. (2) Automob il e Liabi li ty . o less than $1,000.000 com bined s in gle limit for each accid ent. (3) Workers' Compen sati on. Workers' Compensation as requ ired by the Labor Code of the tate of California of not less than $1,000,000 per occurrence and Employer's Liability Insurance with limits of at least $1 ,000.000. (4) Professional Liability. $1.000.000 per claim and in the aggregate. B. Other Provision s. In suran ce po li c ies required by this Agreement s hall contain the fol lowing proviSions: I . All Poli c ies. Each in s uran ce policy required by thi s Agreeme nt shal l be endor sed and state the coverage s hall not be s uspended, vo ided , cancelled by the insurer o r e it her Party to this Agreement, reduced in coverage or in limits except after 30 days' prior wri tten notice by cert ifi ed mail. return receipt requested, has been g iven to C ity. 2. Commercial General Liab ili ty and Automobi le Liability Coverages. (I) City , and its res pective elected and appointed officers, officials. and emp loyees and volunteers are to be cover ed as additiona l insureds as respects: liability arising out of activi ties Service Provider performs: products and completed operati ons of Service Provider; premises owned, occupied or used by ervice Provider; or automobi les owned. lease d , hired or borrowed by Service Provider. The coverage shaJI contain no special limitations on the s cope of protection afforded to City, and their respective elected and appo inted officers, offic ial s, o r employees. (2) Service Provider's in su ran ce s hall apply separatel y to each insured against whom cl a im is m ad e or s uit is brought, except w ith respect to the limits of the insurer's liability. (3) Requirements of s pecifi c coverage features or limits contained in this Secti on are not intended as a lim ita ti on o n coverage, limits or other requirements, or a wa iver of any coverage normally provided by any insurance. pecific reference to a g iven coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. I f the Service Provider maintains hi g her limits than the minimums s hown above, the Agency requires and shall be entitled to coverage for the higher limit s maintained by the Service Provider. Any avai labl e in surance proceeds in excess of the specified minimum limits of insurance and coverage s hall be avai lable to th e Agency. (4) Coverage provided by the ervice P ro vider shall be primary and any insurance or self-ins uran ce or maintai n e d by Agency s ha ll no t be required to contribute to it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess ins urance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that s uch coverage sha ll also apply on a primary and non-contributory basis for th e be ne fit of Agency before the Agency's own insurance or self- insu rance shall be called upon to protect is as a named insured. (5) Any failure to co mply with the reporting or other provisions of the insurance policies, including breaches of warranties. s hall not affect coverage provided to City, and its respective elected and appoi nted officers, offic ia l s, employees or vo lu nteers. 3. Workers' Compensation Coverage. Unless the City Manager ot herwise agrees in writing, th e insurer shall agree to waive a ll rights of s ubrogation against City, an d its re spective elected and appointed officers, officials, emp loyees and agents for lo sses arisi ng from work performed by ervice Pro ider. C. Other R eq uire me nt s. Se rvice Provide r agrees to deposit with C ity, a t or before the effective date of th is Agreement. certificates of ins urance necessary to sati sfy C ity that th e in s uran ce provisions of thi s con tr act have been compli e d w ith. The C ity m ay req u ire that Serv ice Prov ider furnish C ity with copies of original endor sements e f fecti ng coverage req ui red by thi s Exhibit ··c '·. The certificates and e nd o rsements are to be s igned by a person a uthorized by th a t in surer to bind coverage on its behalf. City reserves the ri g ht to in spect complete, certified copies of a ll req ui red in su ra nce policies, at any t ime. I. Service Prov ider s hall furni s h certifi c ates and endorsements from each s ub-Service Provider ide ntica l to those Se rv ice Provider prov id e s . 2. Any deduc t ible s o r se lf-i ns u red re tentions must be declared to and a pproved by City. At the opti o n of City, either the ins ure r s ha ll reduce o r e l im inate s uch deductibles or self-i ns ured retentions as re spects C ity o r its respective elected or appo in ted officers, official s, employees and volunteers or the Serv ice Provi der s ha ll procure a bond g u aranteeing pay me nt of lo sses and r e lated investi g ations, claim administ ration, defen se expen se s a nd cl a im s. 3. The procuri ng of s uch req u ired po licy or polic ies of in su rance s ha ll not be construed to l imit Service Pro v ider's lia bil ity hereunder nor to ful fi ll the indemn ification p rovisions and requirements of thi s Agreement. AGREEMENT FOR SERVICES By and Between THE CITY OF TEMPLE CITY, a municipal corporation and NINYO AND MOORE AGREEMENT FOR SERVICES BETWEEN THE CITY OF TEMPLE CITY , CALIFORNIA AND NINYO AND MOORE Th is Agreement for Services ("A greement") is entered in to as of th is 21st day of August , 2017 by and between the City of Temple City , a municipal corporatio n ("C 1ty ") and N inyo and Moore , an environmental sciences consultant ("Service Prov ider'') City and Service Provider are sometimes here inafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties .·· RECITALS A. City has sought the performance of the services defined and described particularly in Section 2 of th1s Agreement. B. Service Prov ider was selected by the City to perform those serv1c es . C . Pursuant to the City of Temple C1ty 's Mun icipal Code. City has auth or ity to enter in to th 1s Services Agreement and the C 1ty Manager has authority to execute this Agreement. D . The Parties desire to formalize the selection of Service Prov1der for performance of those services defi ned and described particularly in Section 2 of this Agreement and desire that the terms of that performance be as particularly defined and described herein . OPERATIVE PROVISIONS ---- NOW. THEREFORE . in consideration of the mutual promises and covenants made by the Parties and contamed here a nd other conside r ation , the va lu e and adequacy of which are hereby acknowledged the Parties agree as follows : SECTION 1. TERM OF AGREEMENT. Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement , the Term of this Agreement is until June 30, 2018, commencing on the date first ascribed above. SECTION 2. SCOPE OF SERVIC ES AND SCHEDULE OF PERFORMANCE. (a) Scope_Qf Services . Service Prov1der agrees to perform the serv ices set forth in Exhibit "A " "Scope of Services" (hereinafter, the "Serv ices ") and made a part of this Agreement by this reference . (b) Sched ul e of Performance. The Services shall be completed pursuant to the schedule specified in Exh ibit "A." Should the Services not be completed pursuant to that schedule, the Service Provider shall be deemed to be in Default of th is Agreement. The City , in 1ts sole discretion , may c hoose not to e nforce the Default provisions of this Agreement and may instead allow Service Prov ide r to continue performing t he Services . SECTION 3. ADDITIONAL SERVICES . Service Provider shall not be compensated for any work rendered in connection with its performa nce of this Agreement that are in addition to or outside of the Services unless such additional services are authorized in advance and in writing in accordance with Section 26 MAdm inistration and Implementation " or Section 28 MAmendment" of this Agreement. If and when such additional work is authorized , such additional work shall be deemed to be part of the Serv ices. SECTION 4 . COMPENSATION AND METHOD OF PAYMENT . (a) Subject to any limi tations set forth in this Agreement, City agrees to pay Service Provider the amounts specified in Exhibit "8 " "Compensation " and made a part of this Agreemen t by this reference. Th e total compensation , includin g reimbur sement for actual expe ns es, shall not exceed twenty four thousand seve n hundred dollars ($24 ,700), unless additional compe nsation is approved in writing in accordance with Section 26 "Administration and Implementation " or Section 28 MAmendment" of this Agreement. (b) Every two weeks Service Provider shall furnish to City an orig i nal invo ice for all work performed and expenses incurred during the preceding two weeks . The invoice shall detail charges by the following categories: labor (by sub-category ), travel , materials , equip ment , supplies , and subcontractor contra cts. Subcon t ractor charges shall be detailed by the following categories : labor, travel , materials, equipment and supplies . If the compensation set forth in subsection (a) and Exhibit "8 " include payment of labor on an hourly basis (as opposed to labor and materials being pa id as a lump sum), the labor category in each invoice shall incl ude detailed descriptions of task performed and the amount of time incurred for or allocated to that task . City shall independently review each invoice submitted by the Service Provider to determine whether the work performed and expense s incu rred are in compli ance w ith the provisions of this Agreement. In the event that no charges or expenses are disputed , the invoice sha ll be approved and paid according to the terms set forth in subsection (c). In the event any charges or expenses are disputed by City , the original invoice shall be re turned by City to Servi ce Provider for correction and resubmission . (c) Except as to any cha rg es for work performed or expenses incurred by Service Provider which are disputed by City, City will use its best efforts to cause Service Provider to be paid withi n forty-fi ve (45) days of receipt of Service Provider's correct and undisputed invoice . (d) Paym ent to Service Provider for work performed pursuant to this Agreement sha ll not be deemed to waive any defects in work performed by Serv ice Provider. SECTION 5 . INSPECTION AND FINAL ACCEPTANCE. City may inspect and accept or reject any of Service Provider's work under this Agreement , eit her du ring performa nce or when co mpleted . City shall reject or finally accept Service Provider's work wit hin sixty (60) days after submitted to City . City shall reject work by a timely written explanation , otherwise Service Provider's work shall be deemed to have been accepted . City's acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud . Acceptance of any of Service Provider's work by City shall not constitute a waiver of any of the provisions of this Agreement in cluding, bu t not limited to , Se ction 16 "Indemn ification " and Section 17 "Insurance ." SECTION 6. OWNERSHIP OF DOCUMENTS. All original maps , models, designs , drawings , photographs , studies , surveys , reports , data , notes, computer files, files and other documents prepared, developed or discovered by Service Provider in the course of providing the Services pursuant to this Agreemen t shall become the sole prop erty of City and may be used , reused or otherwise disposed of by City without the permission of the Service Provider. Upon completion , expiration or termination of this Agreement , Service Provider shall turn over to City all such original maps , models , designs , drawings , photographs , studies , surveys , reports, data , notes , computer files , files and other documents. If and to the extent that City utilizes for any purpose not related to this Agreement any maps, models, des igns , d rawi ngs, photographs , studies , surveys, reports , data , notes , com puter files , files or other docum ents prepared, developed or discovered by Service Provider in the course of providing the Services pursuant to this Agreement , Service Provider's guarantees and warranties in Section 9 "Standard of Performance" of this Agreement shall not extend to such use of the maps , models , designs , drawings, photographs, studies, surveys, reports , data , notes, computer files , files or other documents . SECTION 7. SERVICE PROVIDER'S BOOKS AND RECORDS. (a) Service Provider shall maintain any and all documents and records demonstrating or relating to Service Provider's performance of the Services . Service Provider shall maintai n any and all ledgers , books of account , invoices , vouchers, cance led checks, or other documents or records evidencing or relating to work , serv ices , expenditures and disbursements charged to City pursuant to this Agreement. Any and all such documents or record s sha l l be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Servi ce Provider pursuant to this Agreemen t. Any and all such documents or records shall be maintained for three (3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures. (b) Any and all records or docume nts required to be maintained pursuant to this section shall be made available for in spection , audit and copying, at any time during regular business hours, upon request by City or its designated representative . Cop ies of such documents or records shall be provide d directly to the City for inspe ction , audit and copying when it is practical to do so ; otherwise , unless an alternative is mutually agreed upon, such documents and records shall be made available at Service Provider's address indicated for receipt of notices in this Agreement. (c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Service Provider's business, C ity may, by written request, ~-----~~~----------- I ~. ------------------------------------------------------ 1 require that custody of such documents or records be given to the City. Access to such documents and records shall be granted to City , as well as to its successors-in-interest and authorized representatives . SECTION 8. INDEPENDENT CONTRACTOR. (a) Service Provider is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City . Service Provider shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise , unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City . (b) The personnel performing the Services under this Agreement on behalf of Service Provider shall at all times be under Service Provider's exclusive direction and control. Neither City, nor any elected or appointed boards, officers , officials , employees or agents of City, shall have contro l over the conduct of Service Provider or any of Service Provider's officers, employees, or agents except as set forth in this Agreement. Service Provider shall not at any time or in any manner represent that Service Provider or any of Service Provider's officers, employees, or agents are in any manner officials , officers, employees or agents of City . (c) Neither Service Provider, nor any of Service Provider's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City 's employees . Service Provider expressly waives any claim Service Provider may have to any such rights . SECTION 9. STANDARD OF PERFORMANCE. Service Provider represents and warrants that it has the qualifications , experience and facilities necessary to properly perform the Services required under this Agreement in a thorough , competent and professional manner. Service Provider shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services . In meeting its obligations under this Agreement , Service Provider shall employ , at a minimum , generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Service Provider under this Agreemen t. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exh ibit "A " "Scope of Work" that shall also be applicable to Service Provider's work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria , the specific standard or criteria shall prevail over the general. SECTION 10 . COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES . Service Provider shall keep itself informed of and comply with all applicable federal , state and local laws , statutes, codes , ordinances, regulations and rules in effect during the term of this Agreement. Service Provider shall obta in any and all licenses , permits and authorizations necessary to perform the Services set forth in this r---------------------------------------------------------- Agreement. Neither City, nor any elected or appointed boards, officers , officials, employees or agents of City , shall be liable , at law or in equity , as a result of any failure of Service Provider to comply with this section . SECTION 11. PREVAILING WAGE LAWS It is the understanding of City and Service Provider that California prevailing wage laws do not apply to this Agreement because the Agreement does not involve any of the fo llowing services subject to prevailing wage rates pursuant to the Cal ifornia Labor Code or regulations promulgated thereunder : Construction, alteration , demolition , instal lation , or repair work performed on public buildings, facilities , streets or sewers done under contract and paid for in whol e or in part out of pub lic funds. In this context , "construction" includes work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work . SECTION 12. NONDISCRIMINATION. Service Provider shall not discriminate, in any way, against any person on the basis of race , color , religious creed, na tional origin, ancestry, sex, age , physical handicap , medica l cond ition or marital status in connection with or related to the performance of this Agreement. SECTION 13. UNAUTHORIZED ALIENS. Serv ice Provider hereby promises and agrees to comply with all of the provisions of the Federal Immigratio n and Nationa lity Act , 8 U.S.C .A. §§ 1101 , et seq ., as amended , and in connection therewith , shall not employ unauthorized aliens as defined there in. Should Service Provider so employ such unauthorized aliens for the performance of the Services, and shou ld the any liability or sa nction s be imposed against City for such use of unauthorize d aliens , Service Provider hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees , incurred by City. SECTION 14. CONFLICTS OF INTEREST. (a) Service Provider covenants that neither it , nor any officer or principal of its firm, has or shall acqu ire any interest , directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Service Provider's performance of the Services . Service Provider further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Service Provider agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. (b) City unders tands and acknowledges that Service Provider is , as of the date of execution of this Ag reem ent , independently involved in the performance of non- related services for other governmental agencies and private parties . Service Provider is unaware of any stated position of City relativ e to such projects . Any future pos iti on of City on such projects shall not be cons idered a conflict of interest for purposes of this section . (c) City understands and acknowledges that Service Provider will , perform non -related services for other governmental agencies and private Parties following the completion of the Services unde r this Agreem ent. Any such future service shall not be considered a con flict of interest fo r purposes of th is section . SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION . (a) All information gained or work product produ ced by Service Provider in performance of this Agreement shall be considered confidential, unless such information is in the public domai n or already known to Service Provider. Service Provid er shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law . (b) Service Provider, its officers , emp loyees, agents or subco ntractors , shall not, without prior written authorization from the City Manager or unless req uested by the City Attorney of City, vo l untari ly provide declarations, letters of support, testimony at depositions, response to interrogatories or other inform ation conce rn ing the work performed under this Agreement. Response to a subpoena or court order shall not be considered "volu ntary" provided Service Provider gives City notice of such court order or subpoena . (c) If Servi ce Provider, or any officer, employee, agent or subcontractor of Service Provider, provides any inform ation or work product in violation of this Ag reement , then City sha ll have th e right to reimbursement and indemnity from Service Provider for any damag es , costs and fees , includi ng attorneys fees, caused by or incurred as a result of Service Provider 's conduct. (d) Service Provider sha ll promptly notify City should Service Provider. its officers , emp loyees , agents or subcontractors be served with any summ on s, complaint, subpoena , notice of deposi tion , request for documents, interrogatorie s, request for admissions or other discovery request, court order or subpoena from any party regarding this Agre emen t and the work performed thereunder. City retai ns the right , but has no obligation, to represent Service Prov ider or be present at any deposi tion , hearing or similar proceeding . Service Provider agrees to cooperate fully w ith City and to provide City with the opportun ity to review any response to discovery requests provided by Service Provider. However, this right to review any such response does not imply or mean the right by City to control , direct, or rewrite said response . SECTION 16. INDEMNIFICATION. (a) Indemn ification fo r Professional Liabi l ity . Where the law establishes a profess io nal sta nd a rd of care for Service Provider's services , to the fullest extent perm itted by law, Servi ce Provider sha ll indemnify, protect , defend and hold harmless City and any and all of its officia ls, employees and agents ("Indemnified Parties ") from and against any a nd a ll liabi lity (i ncluding liability for claims , suits , actions, arbitration proceedings , administrative proceed ing s , regulatory proceedings , losses , expenses or costs of any kind, whether actual, alleged or threatened, including attorneys fees and costs , court costs, interest , defense costs , and expert witness fees ) arise out of, are a consequence of, or are in any way attributable to , in whole or in part, any negligent or wrongful act, error or omission of Service Provider, or by any individual or entity for wh ich Service Provider is legally liable , including but no t limited to officers , agents , employees or sub-contractors of Service Prov ider, in the performance of professional services under this Agreement. (b) Indemnification for Other than Professional Liabil ity . Other than i n the performance of profess ional services and to the full extent permitted by law, Service Provider shall indemnify, protect , defend and hold harmless City , and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings , administrative proceedings , regulatory proceedings, losses , expenses or costs of any kind , whether actual, alleged or threatened , including attorneys fees and costs , court costs , interest, defense costs , and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Service Provider or by any individual or entity for which Service Provider is legally liable , including but not limited to officers , agents , employees or sub-contractors of Service Provider. (c) Indemnification from Subcontractors . Service Provider agrees to obtain executed indemnity agreements with provis ions identical to those set forth in this section from each and every subcontractor or any other person or entity involved by , for, with or on behalf of Service Provider in the performance of this Agreement naming the Indemnified Parties as additional indemnities . In the event Service Provider fa ils to obtain such indemnity obligations from others as required herein , Service Provider agrees to be fully responsible according to the terms of this section . Failure of City to mon itor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors , assigns or heirs of Service Provider and shall survive the termination of this Agreement or this section . (d) Limitation of Indemnification . Notwithstanding any provision of this section to the contrary, design professionals are required to defend and indemnify the City only to the extent permitted by Civil Code Section 2782 .8, which limits the liability of a design professional to claims , su its , actions , arbitration proceedings, adm inistrative proceedings , regulatory proceedings , losses, expenses or costs that arise out of, pertain to, or relate to the negligence , recklessness , or willful misconduct of the design professional. The term "design professional ," as defined in Section 2782 .8, is limited to licensed architects , licensed landscape architects, registered professional engineers , professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code . (e) City's Negligen ce . The provisions of this section do not apply to claims occurring as a result of City 's sole negligence . The provisions of this section shall not release City from liability ar ising from gross negligence or willful acts or omiss ions of City or any and all of its officials , employees and agents. SECTION 17. INSURANCE . Service Provider agrees to obtain and maintain in full force and effect during the term of th is Agreement the insurance pol ic ies set forth in Exh i bit "C" "Insurance " and made a part of t hi s Agreement. All insuran ce policies shall be subject to approva l by City as to form and content. These requirements are subject to amendment or wa iver if so approved in writing by the City Manager. Service Provider agrees to prov ide City with copies of required policies upon request . SECTION 18 . ASSIGNMENT. The expertise and experience of Servi ce Provider are material consid erat ions for this Agreement. City has an interest in the qualifications and capab ility of t he perso ns and entities who will fulfill the duties and obl igations imposed upon Service Provi der under this Agreement . In recognition of that interest , Service Provider shall not ass ign or transfer this Agreement or any port ion of this Agreement or the performance of any of Service Provider 's duties or obliga t ions under this Agreement w ithout the pr ior written consent of the City. Any attempted assignment shall be ineffe ctive , null and void , and shall constitute a material breach of th is Agreement entitl i ng City to any and all remedies at law or in equity, including terminat ion of this Agreement pursuant to Se ction 20 "Termination of Agreement." City acknowledges , however, tha t Service Provi der, in the performance of its duties pursuant to this Agreement, may util ize subcontractors . SECTION 19. CONTINUITY OF PERSONNEL. Service Provider shall make every reasonable effort to mai ntain the stab ili ty and continu ity of Service Provider's staff and subcontractors , if any, assigned to perform the Services . Service Provider shall notify City of any changes in Service Provi de r's staff and sub-contractors, if any , assigned to perfo rm the Services prior to and du rin g any such performance . SECTION 20. TERMINATION OF AGREEMENT. (a ) City ma y term inate this Agreem e nt, with or without cause , at a ny ti me by giving th irty (30) days written notice of termination to Service Pro vider. In the event such notice is given, Service Prov ide r shall cease immediately all work i n progress . (b) Service Provider may terminate this Agreemen t for cause at an y time upon thirty (30) days written notice of term ination to City . (c ) If e ith er Service Provider or City fail to perform any material obl igation under th is Agreeme nt , then , in addition to an y other remedies , e ither Servi ce P ro vider, or City may terminate this Agreement immediately upon written notic e. (d ) Upon term ination of this Agreement by either Service Provider or Ci ty, a ll property belonging ex cl usively to City whi ch is in Service Provi der's possess io n sha ll be returned to City. Service Provider sha ll furni sh to City a fina l invo ice for work perfo rmed and expenses incurred by Service Provide r , prepared as set forth in Se ctio n 4 "Compensation and Method of Payment " of th is Agreement. Thi s fina l invo ice shall be reviewed and paid in the same manner as set fo rth in Se cti o n 4 "Compensa t ion and Method of Payment" of this Agreemen t. SECTION 21. DEFAULT. In the event that Service Provider is in default under the terms of this Agreement , the City shall not have any obl igation or duty to continue compensating Service Provider for any work performed after the date of default. Instead , the City may give notice to Service Provider of the default and the reasons for the default. The notice shall include the timeframe in which Service Provider may cure the default. This t imeframe is presumpt ively thirty (30) days , but may be extended , though not reduced , if circumstances warrant. During the period of ti me that Servi ce Provider is in default , the City sha ll hold all invoices and shall, when the default is cured , proceed with payment on the invoices. In the alternative , the City may , in its sole d iscret ion, elect to pay some or all of the outstanding invoices during the period of default. If Service Provider does not cure the default, the City may take necessary steps to terminate this Agreement under Section 20 "Term ination of Agreement." Any failure on the part of the C ity to give notice of the Service Provider's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. SECTION 22. EXCUSABLE DELAYS. Service Provider shall not be liable for damages, includ ing liquidated damages , if any , caused by delay in performance or failure to perform due to causes beyond the control of Service Provider. Such causes include , but are not limited to, acts of God , acts of the public enemy, acts of federal , state or local governments , acts of C ity , court orders , fires , floods, epidemics , strikes , embargoes , and unusually severe weather. The term and price of this Agreement shall be equ itably adjusted for any delays due t o such causes . SECTION 23 . COOPERATION BY CITY. All public information , data , reports , re cords , and maps as are existing and available to City as publi c records, and which are necessary for carry ing out t he Services shall be furnished to Service Provider in every reasonable way to facilitate , without undue delay, the Services to be performed under this Agreement. SECTION 24. NOTICES. All notices required or permitted to be given under this Agreement sha ll be in writing a nd shall be personally delivered , or sent by telecopier or certified mail , postage prepaid and return receipt requested, addressed as follows : To City: To Service Provider: City of Temple C ity Attn : City Manager 9701 Las Tunas Dr. Temple City , CA 91780 Ninyo and Mo o re Attn : Mi chael Cushner 475 Goddard #200 Irvine, CA 92 618 Notice shall be deemed effective on the date personally delivered or transm itted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service . SECTION 25. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of Service Provider represents and warrants tha t he/she/they has/have the authority to so execute this Agreement and to bind Service Provider to the performance of its obligations hereunder. SECTION 26. ADMINISTRATION AND IMPLEMENTATION. This Agreement shall be administered and executed by the City Manager or his or her designated representative . The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds , consistent with Section 28 "Amendment" and the City Manager's contracting authority under the Temple City Municipal Code . SECTION 27. BINDING EFFECT. This Agreement shall be binding upon the heirs , executors, admin istrators , successors and assigns of the Parties. SECTION 28. AMENDMENT. No amendment to or modification of th is Agreement shall be valid unless made in writing and approved by the Service Provider and by the City . The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager's contracting authority under the Temple City Municipal Code . All other amendments shall be approved by the City Council. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be vo id . SECTION 29. WAIVER. Waiver by any Party to this Agreement of any term, condition , or covenant of this Agreement shall not constitute a waiver of any other term , condition , or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of th is Agreement. Acceptance by City of any work or services by Service Provider shall not constitute a waiver of any of the provisions of this Agreement. SECTION 30. LAW TO GOVERN; VENUE . This Agreement shall be interpreted , construed and governed according to the laws of the State of California . In the event of litigation between the Part ies , venue in state tria l courts shall lie exclusively in the County of Los Angeles , California . In the event of litigation in a U.S . District Court , venue shall lie exclusively in the Central District of California , in Los Angeles . SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES . In the event litigation or other proceed ing is required to enforce or interpret any provision of this Agreement , the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees , costs and expenses , in addition to any other relief to which it may be entitled. SECTION 32. ENTIRE AGREEMENT . Th is Agreement, including the attached Exhibits "A" through "C", is the entire , complete, final and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Service Provider and City prior to the execution of this Agreement. No statements, representations or other agreements , whether oral or written, made by any Part y which are not embodied here in shall be valid and binding . SECTION 33. SEVERABILITY . If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid , void or unenforceable , the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s). SECTION 34. CONFLICTING TERMS. Except as otherwise stated herein , if the terms of this Agreement conflict wi th the terms of any Exhibit hereto , or with the terms of any document incorporated by reference into this Agreeme nt, the terms of th is Agreement shall control. IN WITNESS WHEREOF , the Pa rties hereto have execu ted t his Agreement on the d ate and year first-a bove written . ATTEST: Pe ggy Ku City Clerk q ,...(p -'2.<>{ 7 CITY OF TEMPLE CITY z=== Bryan Co ok City Ma nag er R. Scott Kurtz, Director. Env. Sciences NOTE : SERVICE PROVIDER 'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE PROVIDER 'S BUSINESS ENTITY. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer complet ing th is certificate venfi es only the identity of the tnd ividua l who signed the document to wh ich this certificate is att ached, an d not the truthfu lness , accurac y, or validity of that docume nt. State of Cal ifornia County of Qc 4n~ On S?-~1-1/ before me, ___ __:_M__;_, -=L=-I-("'_ot_..,-'--_C._o._-<_6_o_A ________ _ Date Here Insert Name and Title of the Officer personally appeared __ R_._Sc....;;:__Gl_"t_t __ )(.::.....:u'-'-y--':"\_2-=------------------ Name(s) of Signer(s) who proved to me on the basis of satisfactory ev tdence to be the person ~ whose nam~) is/1!1fe subscribed to the within instrument and acknowledged to me that he/st'tefntey executed the same in his/herftfleir authorized capacity(i~, and that by his/~r sig nat ure(~ on the instru men t the person(~. or the entity upon behalf of wh ich the perso n(a) acted , executed the instrument. ) Place Notary Sea/ Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true an d correct. WITNESS my hand and official seal. Signature J l LL t~ #;flnature of Notary Public -----------------------------oPnONAL----------------------------- Though this section is optional, comple ti ng this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Ti t le or Type of Doc ument: f c~WltV\T ~6 Do cument Date: ~ '3 , 2..01) Number of Pages: /3~ M."bSi er(s) Other Th an Named Above: ------------ ' 2. ~ 'i ~ {C>tl\t Capacity(ies) Claimed by Signer(s) Signer's Name : R. &. ott Ku rh Signer's Name:------------- >(Corporate Officer -Title(s): Pf'l i oc. f2ct I Corporate Officer -Title(s): ______ _ Partner -Limited Genera l Partner -Limited General Indivi dual Attorney in Fact Individual Attorney in Fa ct Tru stee Guardian or Conservator Trustee Guardian or Conservator Other: Other: -------------- Signer Is Representing : Signer Is Representing : --------- .;<.~~'C(,'C'(,'U,.~'C<,'C(..'C(.'C(,'C(,'C<.:~;'!;,;~,·~;.(.;~.;C'!;<~;.~"<.;c<;;(.:<::;(,.~~~~ ©2014 National Notary Association· www.NationaiNotary .org • 1-800-U S NOTARY (1 -800-876-6827) Item #5907 r~~~ .. ~\4~···--.. '\: l '' • ------------------------ EXHIBIT "A " SCOPE OF SERVICES I. Service Provider will perform the following Services: A . Conduct a hazardous building material survey (HBMS) for buildings situated on Assessor Parcel Numbers 858-014-904, -905 . 1. Provide a California Certified Asbestos Consultant (CAC) or Site Surveillance Technician (SST) to survey and inspect all buildings in order to assess homogeneous areas and suspected Asbestos Conta ini ng Materials (ACMs) in accordance with local , state, and federal requirements for asbestos surveys. Up to 100 bulk samples of suspected ACMs will be collected from the buildings, which will eventually be demolished. Analysis by the U.S. Environmental Protection Agency recommended method of Pola rized Light Microscopy will be performed on the samples by an independent, sub-contracted laboratory certified by the National Voluntary Labora tories Accreditation Program . 2. Screen accessible painted surfaces for lead content with an X-Ray Fluorescence (XRF) analyzer by a California Department of Publ ic Health Cert ified Lead Inspector/Assessor (C DPH) or a Lead Sampling Technician . The XRF will be operated in accordance with the Performance Characteristic Sheet associated with the instrument . Pain ted and varnished surfaces in every "room equivalent," including bu ilding exteriors, will be screened for the presence of lead based paint. The survey of the painted surfaces will be patterned after the U.S . Department of Housing and Urban Deve lopme nt guidelines in spection protocol. In every "room equ ivalent" within the tested area, one representative surface of each "testing comb ination" will be sampled . Other non-painted surfa ces that often contain lead (e .g., ceramic tile, porcela in fixtures ) will also be tested. Del iv erables 1. Prepare a HBMS report for all buildings to document the field procedures; survey data, including field drawn sampling locations of ACMs and LCS (Lead Containing Surfaces); estimated quantities of hazardous building materials ; laboratory reports ; general photograph ic docum entation ; find ings ; and recom mendations . 2. Prepare an es timated cost of abatement document for all buildings based on survey findings . 3. The above deliverables must be completed by October 15 , 2017. B. Abatement Monitoring Services 1. Assist the City by participating in a job-bid walk for abatement contractors to bid on the abatement activities, which may be needed in preparation for demolition of the buildings. Dur ing the job-bid walk a tour of the structures will be performed , inclu ding locations of hazardous bu ilding materials, which will require remov al based on the abatement bid specification documents . 2. Evaluate the abatemen t contractor project submittals on the first day of work including, but not limited to CDPH Form 8551 , SCAQMD notifications , and contractor licensure as needed . Worker training and certifications , medical surveillance records , and respiratory fit testing will also be reviewed on the first day of abatement act ivit ies and wheneve r new personnel perform abatement services after the first day . 3. Provide a California Division of Occupational Safety and Health CAC or SST who is also certified as a CDPH Lead Related Construction (LRC) Project Monitor (PM) or LRC Sampling Technician under the supervi sion of a LRC PM , to perform monitoring services during the abatement activities . Asbestos monitoring w ill be performed in a manner cons istent with 29 Code of Federal Regulat ions 1929 .1101 and the SCAQMD Rule 1403 requirements . Lead monitoring will be performed in accorda nce with the Lead in Construction Standard , Title 8 CCR, Section 1532 .1 for lead abatement. 4 . Submit asbestos perimeter air samples to an analytical laboratory for analysis in accordance with the National Institute of Occupational Safety and Health (NIOSH) Phase Contrast Microscopy (PCM) 7400 test method . PCM air samples will be analyzed using a 48-hour turn-around time . Lead in air samples will be analyzed in accordance with NIOSH method 7082 using a 48-hour turnaround time . Deliverab le s 1. Closeout report documentation from the abatement contractor. The report will be prepared for all structures, which will summarize the hazardous material abatement and removal activities completed, inspection field logs , a summary of air monitoring and clearance results , laboratory reports , and contractor's proj ect submittals includ ing but not limited to regulatory letters , permits , and fully signed waste disposal manifests . 2. The above del iverables must be completed by June 30 , 2018 or earlier pursuant to City's assigned project manager. EXHIBIT "B " COMPENSATION I. Service Provider shall use the following rates of pay in the performance of the Services : All services shall be completed with a cumulative total not to exceed $24,700 by June 30 , 2018 . Service Provid er's rate sheet is attached. All costs shall include out-of- pocket and reimbursable expenses , i.e .: • Costs of copying , printing , reprodu ction and sales tax . • Costs of long distance telephone , telecommunications , data commu nica tions, facsimi le , and postage and delivery serv ices. • Subconsultant or professional services (when necessary) to comp lete work items described in Exhibit "A". • Trave l expenses , i ncluding airfare , parking and mileage (at the IRS mileage re imbursement rate). • Fees related to business licenses and in su ran ce documents , as required by t his Agreement. The C ity will compensate Service Provider for services prov ided under Exhibit UA " upon submission of a valid invoice . Ea ch invoice is to include: line item s for all personnel describing the work performed , the number of hours worked , and the hourly rate ; and individual line items for all supp lies, travel , equipment, material and sub contractor costs necessary to complete said services . SERVICE PROVIDER 'S SCHEDULE OF FEES (as of August 2017) HOURLY CHARGES FOR PERSONNEL Princ ipa l Engineer/Geologi sVEnvironmen tal Scie ntist . . .. .. ..... ........ .. ........ .... .... ...... .. ... ..... ..... ... .............. ..... .......... S 168 Senior En gineer/GeologisVEnv1ronmental Scientist............................................................................................... S 164 Senior Project Enginee r/G eolog isVEnvironmental Scientist .................................................................................. S 160 Project Engin eer/GeologisVEnvironmental Scient1st .............................................................................................. S 156 Sen ior Staff Engineer/GeologisVEnvironmenta l Scien tist ...................................................................................... S 14 1 Staff Engineer/GeologisVEnvironmental Scientist .................................................................................................. S 128 G IS Ana lyst ............................................................................................................................................................ S 11 4 Field Operation s Manager ................................................................................................................................... S 104 Supervisory Technician .......................................................................................................................................... S 95 Nondestructive Examination Technician, UT , MT, LP .......................................................................................... S 95 Sen ior Field/Laboratory Technician ...................................................................................................................... S 87 Field/Laboratory Technician ................................................................................................................................... S 87 ACI Concrete Technician ........................................................................................................................................ S 87 Concrete/Asphalt Batch Plant Inspector ................................................................................................................ S 87 Special Inspector (Concrete, Masonry, Stee l, Welding, and Fireproofing) ............................................................ S 87 Te chnical Illustrator/CAD Operator ..................................................................................................................... S 86 GeotechnicaVEnviron m entalllaboratory Ass istant ....... ....................... ..... ................... ........................... .......... ..... S 73 Information Speciali st. ............................................................................................................................................ S 73 Data Processing, Technical Ed it ing, or Reproduction ............................................................................................ S 64 OTHER CHARGES Concrete Cori ng Equipment (includes one techn ic ian) ............................................................................... S 160 lhr P ID/FID Usage .............................................................................................................................................. S 140 /day Anchor load test equ ipment (includes te c hnic ian ) ....................................................................................... S 97 /h r Hand Auger Equ ip me nt ................................................................................................................................ S 65 /day Inclinometer Usage ....... .............. .............. .... .............. ..... .... .. ... .......... .... ......... .... ............ ........ ... ........ ......... S 40 lhr Vapor Emission Kits ...................................................................................................................................... S 40 /kit Level D Personal Protective Equipment (per person p er day)..................................................................... S 30 /p/d Reba r Locator (Pachometer) ........................................................................................................................ S 30 /h r Nuclear Density Ga uge Usage ..................................................................................................................... S 15 /hr Field Vehicle Usage ..................................................................................................... ........... ..................... S 12 /hr Direct Proj ect Expenses....................................................................................................................... Cost plus 15 % LaboratOfy testi ng , geophysica l equi pmen t, and other special equipment provided UQQn reguest. EXHIBIT "C" INSURANCE A Insurance Requ irements . Service Provider shall provide and maintain insurance , acceptable to the City , in full force and effect throughout the t erm of th is Agreem ent , against claims for inju ries to persons or damages to property which may arise from or in connection with the performance of the Serv ices by Service Prov ider , its agents , representatives or employees . Insurance is to be placed w ith insurers with a current A.M . Best's rating of no less than A:V II. Service Provider shall provide the following scope and limits of insurance : 1. Min imum Scope of Insurance. Coverage sha ll be at least as broad as: (1) Commercia l General Liabi lity. Insurance Services Office form Commercial General Liab i lity coverage (Occurrence Form CG 0001 ). (2) Automobile. Insurance Services Office form number CA 0001 (Ed . 1/87) covering Automobile Liability , including code 1 "any auto" and endorsement CA 0025 , or equivalent forms subject to the written approval of the City . (3) Workers ' Compensa tion . Workers' Compensation insurance as required by the Labor Code of State of California covering all persons prov iding Services on behalf of the Service Prov ider and all risks to such persons under this Agreement. (4) Professional Liability . Professional liability insurance appropriate to the Service Provider's profession . This coverage may be written on a "claims made" basi s, and must include coverage for contractual liab ili ty. The professional liability insurance required by th is Agreement must be endorsed to be appl icable to claims based upon , arising out of or related to Services performed under this Agreement. The insurance must be maintained fo r at least three (3) consecutive years followi ng the comp letion of Service Provider's servi ces or the termination of this Agreement. During this additional three (3) year period , Service Provider shall annua ll y and upon request of the City submit written ev idence of this continuous coverage . 2 . Minimum Limits of Insurance . Service Provider shall ma i ntain li mits of in surance no less than : (1) Commercial General Liability. $1 ,000 ,000 general aggregate for bodi ly injury , personal i njury and property damage . (2) Automobile . $1 ,000,000 per accident for bodily injury and property damage. A combined single limit policy with aggregate limits in an amount of not less than $2 ,000,000 shall be considered equivalent to the said required minimum limits set forth above . (3 ) Workers' Compensation . Workers' Compensation as required by the Labor Code of the State of California of not less than $1 ,000 ,000 per occurrence . (4) Professional Liabilit . $1 ,000 ,000 per occurrence . B. Other Provisions . Insurance policies required by this Agreement shall contain the following provisions: 1. All Policies . Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended , voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in lim its except after 30 days' prior written notice by certified mail , return receipt requested , has been given to City. 2 . Commercial General Liability and Automobile Liability Coverages. (1) City, and its respective elected and appointed officers , officials, and employees and volunteers are to be covered as additional insureds as respects: liability aris ing out of activities Serv ice Provider performs ; products and comp leted operations of Service Provider; prem ises owned , occupied or used by Service Provider; or automob iles owned, leased , hired or borrowed by Servi ce Provider. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers , officials , or employees . (2) Service Provider's insura nce coverage shall be primary insurance with respect to City , and its respe ctive elected and appointed, its officers, officials , employees and voluntee rs . Any insurance or self-insurance mainta in ed by City, and its respective elected and appointed officers , officials, employees or volunteers , shall apply in excess of, and not cont ribute with , Service Provider's insurance. (3) Serv ice Provider's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the lim its of the insurer's liability . (4) Any failure to comply with the report ing or other prov isions of the insurance policies, including breaches of warranties, shall not affect coverage -----------------------------------------------·----------------------------------------- provided to City, and its respective elected and appointed officers , officials, employees or volunteers. 3. Workers ' Compensation Coverage . Unless the City Manager otherwise agrees in writing , the insurer shall agree to waive all rights of subrogation against City , and its respective elected and appointed officers, officials , employees and agents for losses arising from work performed by Service Provide r. C . Other Requirements . Service Prov ider agrees to deposit with City , at or before the effective date of this Agreement , certificates of insurance necessary to satisfy City that the insurance prov isions of this contract have been complied with . The City may requ ire that Service Provider furnish City with copies of original endorsements effecting coverage required by this Exhibit "C". The certificates and endorsements are to be signed by a person author ized by that insurer to bind coverage on its beha lf. City reserves the right to inspect complete, certified copies of all required insurance pol icies , at any time . 1. Serv ice Provider shall f urnish certificates and endorsements from each subcontractor identica l to those Service Provider provides . 2. Any deducti bles or self-insured retentions must be declared to and approved by City. At the opt ion of City, either the insurer shall reduce or el iminate such deduct ib les or self-insured retentions as respects City or its respective el ec ted or appo inted officers, officials , employees and volunteers or the Service Provider shall procure a bond guarantee ing payment of losses and related investigations , cl aim administrat ion , defense expenses and cla ims . 3. The procuring of such requ i red policy or policies of insurance shall not be construed to limi t Service Provider 's liability hereunder nor to fu lfill the indemnification provisions and requirements of this Agreement.