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HomeMy Public PortalAboutC-20-023 - Revenue and Cost Specialists, LLC., Fee Studyv CONTRACT SERVICES AGREEMENT By and Between CITY OF CARSON and REVENUE AND COST SPECIALISTS, LLC AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF CARSON AND REVENUE AND COST SPECIALISTS, LLC THIS AG EEMENT�R CONTRACT SERVICES (herein "Agreement") is made and entered into this day of 020 by and between the CITY OF CARSON, a California municipal corpora ion ("City"), and�VENUE AND COST SPECIALISTS, a California limited liability company ("Consultant"). City and Consultant may be referred to, individually or collectively, as "Party" or "Parties." RECITALS A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement. B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Carson's Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 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 contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Consultant 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, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest 01007.00071626983 1 -1 professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Consultant's Proposal. The Scope of Service shall include the Consultant's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 Licenses Permits Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such Iosses or damages as may be caused by City's own negligence. 01007,00071626983.1 -2- 1.7 Further Responsibilities-o�arties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit `B" shall govern. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum, Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Sixty -Seven Thousand Nine Hundred and Forty Dollars ($67,940) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8. 2.2 Method of Comp nsation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services. less 01007.00071626983 1 "3.. contract retention; (iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 01007.0007/626983.1 -4- 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes. freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding four (4) years from the date hereof, except as otherwise provided in the Schedule of PerformanceExhibit 4;DD. ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Consultant. The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Eric Johnson President (Name) (Title) Chu Thai Vice President J (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all 01007 00071626983.1 -5- activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or 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. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant'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. Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be 1A T }w_�_Gi n_I__ or] such person as may be designated by the City Manager. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 01(W 00071626983 1 .6_ 4.5 Prohibition Against S_ubcontractin or Assi nment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof the following policies of insurance which shall cover all elected and appointed officers. employees and agents of City: (a) General Liability Insurance (Occurrence Form CG0041 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance Form CA 0001 Ed 1/87 including "an auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars and any automobile. (d) Professional Liability- Professional liability insurance appropriate to the Consultant's profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years 01007 0007'626983.1 -7- following the completion of Consultant's services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit "B". 5.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following "cancellation" notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30) -DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] Cir? Consultant Initials 01007 00071626483 1 -8- City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims, The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as provided in Section 5.3. In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5. 1, and such certificates and endorsements shall be provided to City. 5.3 Indemnification. To the full extent permitted by law. Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant 01007.0007/626963.1 -9- hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 5.4 Sufficiency of Insurer. Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts 01007.00071626983 1 -10- from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee: and warranties shall not extend to such use, reuse or assignment, Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101. such documents and materials are hereby deemed "works made for hire" for the City. 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such 01007.0007/626983.1 -11 - information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.I California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes, Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall 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 discretion, elect to pay some or all of the outstanding invoices 01007 00471626983,1 -12- during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant'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. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4 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 or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement. 01007.0007/626983.1 43- 7.7 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non -liability of City _Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may 01007.0007/626963.1 -14- become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant 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 Contract Officer. Consultant 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. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement_ 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class, 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant 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. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and 01007.0007/626983.1 -15- to the attention of the Contract Officer (with her/his name and City title), City of Carson, 701 East Carson, Carson, California 90745 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.4 Integration, Amendment, This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warran & Representation of Non -Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be 01007 00471626983.1 -16- "remote" or "non -interests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to. any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value willpnder this Agreement void and of no force or effect. Consultant's Authorized Initials 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement. and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] 01007.00071626983.1 -- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first -above written. CITY: CITY OF CARSON, a ip 1 corporation Atbgft Robles, Mayor r�Nrnrrv.v: r v:: N SV r'rt•..• rr: r.•rrrrr —4 Ink $ NAW c U plc APPROVED ASfk%", FORM: a ALESIfIRE & DER, LLP! So)fanVCityLMorney [BWB] CONSULTANT: REVEN€f: AND COST SPECIALISTS, LLC, a California imited liability company Nam \:'] O+ C ,�N3-2rJ Title: PP -es I h (_ r3 By: Name: C /a w 7A4,-f'L^ Title: y t C (" P/t Address: Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'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 CONSULTANT'S BUSINESS ENTITY. 01007.0007/626983.1 -18- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. E STATE OF CALIFORNIA COUNTY OF CAA�-* On T , 2020 before me, ou e d ' pers�pp,,n'ally appearedj5t^rir 5o Hn Sovt , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/%I hey executed the same in hislhe eir authorized capacity(ies), and that by histlweir 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, W1188Ei,90CA31--- YOUNG NOTARY FUBUC • CJWFORMA Signature comOm. EGi COUNTY o � e�za¢� OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER 01007.00071626983 l TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT IGNER 5 OTHER THAN NAMED ABOVE TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01007.00071626983 l TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT IGNER 5 OTHER THAN NAMED ABOVE CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the I 1 document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF C9�P+u� On , 2020 before me,Opt W dt�i perrsorrally appeared CIA u 0 V% , proved to me on the basis of satisfactory evidence to be the person(s) whose names(&) is/are subscribed to the within instrument and acknowledged to me that helsheAhey executed the same in his/herk#reir authorized capacity(!%), and that by his/herftheir signature(s) on the instrument the person(, or the entity upon behalf of which the person(s) acted, executed the instrument. 1 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. YOUNG WAN CHOICOW mom : NDTARY PUBLIC +C!WFORMrA s ORANGE COUNTY Signature: - ��i _ c°'"'" e.2WI OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER 01007 00471626983 1 TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01007 00471626983 1 TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE EXHIBIT "A" SCOPE OF SERVICES I. Consultant will perform the following Services: A. Cost Allocation Plan Task 1: Prepare City Data RCS will review and prepare necessary files for the project. This includes obtaining and reviewing of current CAP reports, line item budget details, salary schedules, MOU's and fringe benefit details. Task 2: Review Central Services and Allocate Staff Time RCS will meet with City staff of various departments to identify and review central services for indirect departments. We will allocate staff time and costs to those central services. City staff time would be approximately 1-2 hours per central; servi6e- department in this process and would need to meet with RCS to establish the central service listing, quantify the department staff time involved in those central services, and review the results. Task 3: Review. Allocation Factors RCS will meet with City staff to review the factors for allocating each central service identified. These factors will form the basis for determining fully burdened hourly rates and allocating the central service costs. This meeting will be concurrent with the time allocation meeting. City staff involvement for data gathering is a function of the availability of the required information, but RCS will use its experience to develop allocation factors which are easily reproducible from year to year but still fairly allocate the central service costs. RCS will calculate allocations to the functional centers and review the results with the managers of the various central service departments. City staff time for this process will be less than 1 hour per department to review the results of the allocations. Task 4: Prepare. and Review Draft with Ci#y_ RCS will make any changes and prepare a Draft Report with allocations to end user departments using our 20 -step allocation model. RCS will review this Draft Report with the City's management group and make any necessary adjustments. Task 5: Prepare Final Cost Allocation Plan RCS will make any changes and prepare a Final Report with allocations to end user departments. It will be these results that will be used for the City general overhead component of the Fee Study and can also be used to determine the amounts for transfers to the General Fund for support provided to other funds. RCS will provide six bound copy and a PDF file of the final Cost Allocation Plan. Task 6: CAP Updates RCS will update the CAP in the 2rd. P. and 41h years of this Agreement to reflect current information provided by the City. B. User Fee Study Task 1: Kick-off Meeting RCS will conduct a meeting with City staff explaining the operational methodology of the study and the role of City staff. We will review any possible issues that may arise as well as answer any questions from City staff about the process. This 01007 00071626483 1 A-1 meeting is crucial for the process as we want to ensure that everyone understands the various steps in the process and what is expected of them. Task 2: Review the Service List with Departmental Staff RCS will review the service list through meetings with City staff. We will also work with Departmental staff to determine any changes to the fee calculation methods. The end result, whichever method is utilized, will be a fee structure that best fits the City going forward. While this list will change during the course of the Study as it is refined, it will be the initial basis from where we start. City staff time for this review will be less than 1 hour per department. Task 3: Staff Time Allocations RCS will interview personnel providing end-user services to ensure that costs from all functional areas directly involved with a service are included in the cost of that service. This component will form the bulk of the time spent by staff. There will be two to four meetings with supervisory level staff in each functional area to create and verify the amount of time spent by staff on the services identified in the task above. We do not ask City staff to do aur job by filling out forms detailing where they spend their time. This interactive process, and the fact that we allocate 100% of all departmental staff, allows everyone to ensure that the information being generated is valid and reliable. A sample Time Detail Report is included in the following pages. Task 4: Develop Fully Allocated Hourly Rates RCS will develop a fully allocated hourly rate for each departmental employee, including salaries and benefits, miscellaneous operating service and supply costs, overhead costs from the above Cost Allocation Plan, debt service, and other direct costs as identified, which can be used for all charging and costing processes. A Sample Hourly Rate Report is included in the following pages. Task 5: Prepare Draft Report RCS will prepare a Draft Report that identifies the total costs for each service, the current fees, and makes fee recommendations for each service presented. RCS will review this draft report with the departments, so that each department will have final input on the fees presented in the final report. City staff time would be approximately 1-2 hours per department for those departments that have fee services. A sample of the Service Summary and Cost Detail Reports that are provided for each service is included in the following pages. Task 6: Prepare Final Report Based on staff input, RCS will prepare a Final Report, which will have recommendations for new fees and subsidy percentages and projections of new revenues from those fees. The Report will also include explanatory text and various summary tables to easily explain the results and the context. All recommended fees will be in compliance with Propositions 4, 218, 26, and any other applicable laws. RCS will provide the number of requested bound copies and a PDF file of the Final Report. RCS can print and deliver additional bound copies to the city at cost. Task 7: Present Report to the City Council RCS will assist the City Council in the review and adoption of revised service fees and subsidy percentages and assist the staff in the implementation of the revised service fees at up to two meetings. C. Fee Collection Audit 01007.0007/626963.1 A- To ensure that each department is collecting the most current fee and coding the information to the correct account, Consultant will perform an audit on these practices and recommend any needed changes. This includes one on-site day to verify proper setup of fees within the permitting software, review of inter -departmental reconciliation of deposits, communications about fully burdened hourly rates, and review of cash handling procedures. D. Software Consultant will provide City with Costing Software, which the City is Iicensed to use in perpetuity. Consultant will provide City with training for the use of the software and lifetime technical support and software updates for as long as the City uses the software, including beyond the term of the this Agreement. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A. Cost Allocation Plan and Updates B. Cost of Services Fee Study C. Fee Collection Audit Report D. Cost Allocation Software III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City apprised of the status of performance by delivering the following status reports: A. Consultant will provide updates on the project during each trip to the City to perform the work. IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. V. Consultant will utilize the following personnel to accomplish the Services: A. Eric Johnson, President B. Chu Thai, Vice President 01007.0007/626983.1 A-3 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) 01007.00071626983 1 B-1 EXHIBIT "C" SCHEDULE OF COMPENSATION 1. With the exception of the Fee Collection Audit, Consultant shall perform the services as a rate of $165/hour. The following is an estimated schedule of costs per task - Total H Task MHestone9/DLA1VtNbIes Cost Cost Allocation Plan (CAP) Build Budget and Positions Schedule of positions and budget 3,960 Review Central Services/Time Develop Allocation Factors Review Results with Departments Prepare Final Cost Allocation Plan User Fee Study Kick -Off Meeting Develop Service List Develop Staff Time Allocations List of Central Services 1,320 Index of Allocation Factors 2,640 Review of Initial Results 2,640 Final Report 1,320 Total Cost Allocation Plan $11,880 Informational Meeting 1,320 Preliminary Service List 2,640 Time Detail Reports 9,900 Develop Fully Allocated Hourly Rates Fully Alloc Hourly Rate Reports Prepare Draft Report Draft Fee Study Report Prepare Final Report Final Report Present Report to City Council Council Presentation(s) Total User Fee Study Cost Allocation Plan Updates Fee Collection Audit 3 years at $8,000 each year 1,320 5,280 3,960 2,640 $27,060 $24,000 $5,000 lump sum *The cost of the Costing Software, training, and technical support and software updates is included in the fees above. IL A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services. III. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub -budget to another so long as the 01007 00071626983 1 C-1 Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8. IV. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. V. The total compensation for the Services shall not exceed $67,940 as provided in Section 2.1 of this Agreement. 01007.0007/626983.1 C- EXHIBIT "D" SCHEDULE OF PERFORMANCE I. The term of the Agreement is four (4) years, except that Consultant will provide technical support and updates to the Costing Software for as long as the software is used by the City, including beyond the 4 -year term of this Agreement. Consultant shall perform all Services timely in accordance with the following schedule: 4 Task iv4an Feb Mar Apr - - May Cost Allocation Plan Pre are Ox Data Review of Central Services ime Review Allocation Factors Review Results with City Prepare Final Cost Allocation Plan I User Fee Stud Kick -Off Meeting_ Review Service List Review Staff _Time Allocations Develcp Fully Alloc. Hpurl Rates Prepare Draft Report��� Prepare Final Repgrt� ... �_ Present Reports to the Councll� II. Consultant shall deliver the following tangible work products to the City by the following dates. A. The final User Fee Study is due by the end of June 2020. B. The final CAP is due at the end of April 2020. C. Yearly updates to the CAP are due at the end of April in years 2, 3, and 4. D. The Fee Collection Audit Report is due at the end of June 2020. III. The Contract Officer may approve extensions for performance of the Services in accordance with Section 3.2. 01007.0007/626983.1 D-1 gl�rov�� 322 O AC R & CERTIFICATE 4F LIABILITY INSURANCE lia_� INDICATED NOTWITHSTANDING ANY REOUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT Ta WHICH THIS DATE IMMIDDIYYYY) 2/6/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(iss) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, ceriain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Kessler Alalr Insurance Services, Inc License 9 OA 91387 124B7 N. Mainstreet, Ste. 240 Rancho Cucamonga CA 91739 NAME: Mary Strohman PHONEe E+ (909) 931-1500 A!C Na. ie09I N7 -tiff E -MAL ADDRESS: mstrohmanQkessleralasr.com INSURERS AFFORDING COVERAGE NAIC s IN3URERA Philadelphia Insurance 18058 INSURED Revenue 6 Cost Specialists, LLC 1519 E. Chapman Ave., Suite C Fullerton CA 92831-3623 INSURERB t:m 10 ers Compensation Ina Co t11170900t 11512 INSURERC INSURER INSURER E INSURER COVERAGES CERTIFICATE NUMBER:2019-20 GL AUTO PROF s we REVISION NUMBER: THIS 15 TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REOUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT Ta WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IL78RR TYPE OF INSURANCE L BURR POLICY NUMBER POLICY EFF MMILDoNICY YYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1 , 00o, 000 A CLAIMS -MADE �X OCCUR PREMISES Ea ocomrenu f 500.000 MED EXP (Any one person) S 15+000 y Y PHSD1590359 12/31/2019 12/31/2020 PERSONAL B ADV INJURY y 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER POLICY ❑ JECT LOC q GENERAL AGGREGATE S 2,000,000 PRODUCTS -COMPIOP AGG S 1,000,000 S OTHER AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Es am demi S 1, 000, DDO BODILY INJURY {Per penin) 5 A ANY AUTO ALL ONMEO :C,IF L'��_F:] AUTOS AUTOS Y Y PHSDI540350 12 31/2014 12/31/2070 BODILY INJURY {Peracadenll S XX NON-0VJNED HIRED AUTOS AUT05 PROPERTY DAMAGE S Per ecWent S X UMBRELLALIAB Hx OCCUR EACH OCCURRENCE S 1,000,000 AGGREGATE S 1,000,000 A EXCESS LIAR CLAIMSMADE DEL' I X I RETENTION 5 IO.Vda S PHVB706" 4 1213112019 12.-31/2020 B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y 1 N ANY PROPRIETOR,YARTNERfEXECUTIVE OFFICERIMEMBER EXCLUDEDT ❑ {Mandatory in NH) NIA N 0102980142-00 12131/2019 1113I11020 X PER OT STATUTE ER E L. EACH ACCIDENT $ 1, 000, DOD E,L- DISEASE - EA EMPLOYEE S 1,000,000 It yes describe order E L DISEASE - POLICY LIMIT S 1,000,000 DESCRIPTION OF OPERATIONS below A Professional Liability PHSDIS09358 12/3I/2029 12/31/2020 Liabaty Each Clam Ind Esp $1,000,000 Retro Date 04/27/1990 S2300DassMmralA"egals $2,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS r VEHICLES IACORD 101, Additional Remarks Schedule, may be attached H mon space is required) City of Carson, its elected and appointed officers, employees, volunteers and agents are additional with respect to General Liability and Automobile Liability per attached PI -BP -001 109/05) endorsement Primary and Non -Contributory applies per attached PI -BP -001 (09/05) endorsement. waiver of Subrogation applies to the General Liability and Automobile per attached PI -BP -001 (09/05) endorsement_ 30 day cancellation applies per attached endorsement NIL0270 09-12 CERTIFICATE HOLDER CANCELLATION RHayes@carson.ca.us SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carson THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn r Ron Hayes ACCORDANCE WITH THE POLICY PROVISIONS. 701 E Carson Street AUTHORIZED REPRESENTATIVE Carson, CA 90745 Marl, Strohman/MARY `T71aSw}.C. .Aap9� ACORD 26 (2014101) INS025 © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMENTS/REMARKS `THIS CERTIFICATE REPLACES THE PREVIOUS CERTIFICATE DATED 02/05/2020 OEREMARK COPYRIGHT 2000, AMS SERVICES INC. PI -BP -001 (9105) THIS ENDORSEMENT CHANGES THE POLICY___ PLEASE_ READ IT CAREFULLY. BUSINESSOWNERS POLICY -ELITE ENHANCEMENT This endorsement modifies insurance provided under the following BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM It is understood and agreed that the following extensions only apply In the event that no other specific coverage for the Ind-cated loss exposures are provided under this policy If such specific coverage applies, the terns, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy - Throughout this endorsement the words 'you* and "your' rarer to the Named Insured shown In the Declarations. The words "we%'us" and 'our' refer to the Company providing this insurance. Part 1: Property Coverage F-nhancemen : The foll rwing amendments are a part of the SUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM. 1, Increased Glass Limits Section A. Coverage, hem 4 b is replaced by: b. With respect to glass (other than glass building blocks) that is part of the Interior We building or structure, or part of an outdoor sign, we will not pay more than $3,000 for the total of all loss or damage in any one occurrence. This Limitation does not apply to loss or damage by the "specified causes of loss", except vandalism. 2. Increased l=ire Department Service Charge Section A. Coverage, item 5.c, is replaced by: c. Fire Department Service Charge When the fire department Is called to save or protect Covered Property from a Covered Cause or Loss, we will pay up to $3,01)0 for your liability for fire department service charges: (1) Assumed by contract or agreement prior to loss; or (2) Required by local ordinance 3. Reduced WalUng Period and Longer duration for Civil Authority Coverage Section A. Coverage, item 5.f is replaced by - Civil Authority We will pay for the actual loss of Business Income you sustain and necessary Extra Expense caused by action of civil authority that prohibits access to the described premises due In direct physical loss of or darnage to property, other than at the described premises, caused by or resulting from any Covered Cause of Loss. The coverage for Business Income will begin 48 hours after the time or that action and will apply for a period of up to three consecutive weeks after coverage begins. Page 1 of 5 Includes coMegtN malarial of the Insuranco StMm Cihce. Inc used with Its permisslon. PI -BP -001 (9105) The coverage for necessary Extra Expense will begin immediately after the time of that action and ends - 11) 5 consecutive weeks after the time of that action. or (2) When your Business Income coverage ends, whichever is later. The definitions of Business Income and Extra Expense contained in the Business Income and Extra Expense Additional Coverages also apply to this Civil Authority Additional Coverage. The Civil Authority Addil*nal Coverage Is not subject to the Limits of Insurance. 4. Broadened Personal Property Coverage Section A. Coverage, item 1 b . the first paragraph is replaced by - b. Personal Property located in or on the buildings at the described premises or in the open (or in a vehicle) within 1.250 feet of the described premises. Including - 5. Increased limits for Personal Property Off premises Section A. Coverage, Item 6.b_ is replaced by= b. Personal Property Off Premises You may extend the insurance that applies to Business Personal Property to apply to covered Business Personal Property, other than "money" and "securities". "vetuable papers and records" or accounts receivable. while it is in the course of lransil or temporarily at a premises you do not own, lease or operate The most we will pay for loss or damage under this Extension is 510,000. S. Increased limits for Outdoor Property Section A. Coverage, item 6.c. is replaced by: G Outdoor Property You may extend the Insurance provided by this policy to apply to your outdoor fences, radio and television antennas (including satellite dishes), signs (other than signs attached to buildings), trees, shrubs and plants, Including debris removal expense, caused by or resulting from any of the following causes of toss: (1) Fire; (2) Lightning; (3) Explosion; (4) Riot or Civil Commotion; or (5) Aircraft. The most we will pay for loss or damage under this Extension is $5,000, but not more than $1.000 for any one tree, shrub or plant. 7. Fire Extinguisher Recharge Section A. Coverage, item 6. Coverage Extensions will also include: You may extend the insurance provided by this coverage form to cover expenses you incur to recharge portable fire extinguishers, dry chemical, carbon dioxide, or liquid automatic fire extingulshing systems and the cost of resetting automatic fuel shut-off connections, if any of the above are discharged to fight a fire or are discharged due to a mechanical malfunction The most we will pay for loss or damage under this extension is $3,000. Page 2 of 5 Indudes cepyr6 1 materW of the Insu nrre Services 011ioe. Ire. used ►Nth its peffWssk n PI -BP -001 (9/05) No deductible shall apply to this coverage S. Business income Enhancement Section A. Coverage. item 5. Additional Coverages, seclion f. Business Income is amended as follows: The reference to '60 days' as the limitation on payroll expenses is replaced by '365 days 9. Lock Replacement Section A Coverage, hem 6. Coverage Extensions will also include. You may extend the insurance provided by this coverage form to cover necessary expense to repair to replace exterior or interior door locks of a covered building a) If your door keys are stolen In a covered theft loss, or b) When your property is damaged and your door keys are stolen by the burglars The most we will pay under this extension or s25o for any one occurrence. 10. Removal of Sewer Backup Exclusion Section B, Exclusions, item g(3) is amended to include: Backups of sewers will not be excluded, but the most we will pay for such losses is $500 in the policy period_ Part 2: Liability Coverage EnbancemInts. The following amendments are a part of the BUSINESSOWNERS LIABILITY COVERAGE FORM: 1. Medical Payments If Medical Payments Coverage (Coverage A.P.) Is not otherwise excluded from this Coverage Part. The Medical Expense Limit is changed subject to all the terms of Limits Of Insurance (Section D) to the greater of. a. $10,000; or b. The Medical Expense Umit shown in the Declarations of this Coverage Part. 2. Supplementary Payments In the Supplementary Payments — (Coverage A.1.d.): 1. The limit for the cost of bail bonds (item (2)) is changed from $250 l0 5500; and 2. The limit for loss of earnings (item (<)) is changed from $250 a day to $500 a day 3. Blanket Additional Insureds Who is An insured (Section C) is amended to include the following, but only for liability arising out of the negligence of the Named Insured: Each of the following is also an Insured: a. any Contractor, including contracting governmental entities, who hires you as their subcontractor, b. any person or organizalion who has an ownership interest in you: c. any lessor of leased equipment, who rents equipment to you, but only with respect to liability arising out of the maintenance, operation, or use by you, provided however that this Page 3 of 5 (ndudes eof Nht materia! of me Immnca SerAces Office. Ine used with its penrlssim D \,.) 5 t. i �JVYC Id�r�IAn c�ii1'`C_,,6i 4 n _ Pr/_ , n n 'n . _ .. Ll a 1'r. IN a PI -SP -401 (9105) item c. will not apply to (1) any occurrence which takes place after the equipment lease expires; nr (2) *Bodily Injury" or *Property Damage* arising out of the negligence of the lessor or contractor engaged to operate the leased equipment; and any owner, mortgagor, lessor, landlord, condominium association or manager of a premises leased by you, but only for *occurrences" that take place while you occupy the premises, provided however that this item d. will not apply to structural alterations, new construction, or demolition operations: and With regard to parties applicable under items a. through d. above, the insurer and the Named Insured agree to waive rights of recovery, as provided within the policy. Nothing contained in this section C. shall serve to nullify matters excluded under section B of the policy - 4. Bodily Injury - Mental Anguish The definition of 'bodily Injury' is changed to read: 'Bodily Injury% a. Means bodily injury, sickness or disease sustained by a person, and Includes mental anguish resulting from any of these; and b. Except for mental anguish, Includes death resulting from the foregoing (item a. above) at any time, S. LiberaltxaUon If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective In your state. 6. Employee Indemnification Defense Coverage Under SUPPLEMENTARY PAYMENTS -- COVERAGES A.i.d., the following Is added (8) We YAK pay on your behalf defense costs incurred by an 'employee' In a criminal proceeding, provided, however that you must have a prior written agreement with such 'employee" whereby you agree to Indemnify the 'employee' for such defense costs, and the agreement Includes a provision for repayment of defense costs In the event of an adverse judgment The most we will pay for any "employee" who is alleged to be directly Involved In a criminal proceeding is 52,504 regardless of the number of employees, claims or "sults" brought or persons or organizations making claims or bringing "suits." 7. Amendment of Aggregate t-Imit SUCTION DA. — Aggregate Limits, item B is replaced by: b. All other injury or damage, Including medical expenses, arising from all "occurrences" during the policy period is three times the Liability and Medical Expenses lim;t This limitation does not apply to "proparty damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire or explosion S. Amendment to Watercraft Exclusion Part B- Exclusions, item 9.(2)(a) Is amended by the following: The phrase 'less than 26 feel" is replaced by 'less than 51 feet` Page 4 of 5 Inckides copyright material of the hUramd SwAms Office. Inc used Tris, Its permoom PI -HP -001 (9105) Part 3- Amendmeni of C nd I n 1. Other provisions of the policy notwithstanding, this policy will be printery for aA Wst s covered herein. and the existence or other insurance will not serve to reduce our obligation 2_ You will have the right to waive our rights of recovery prior to a loss with respect to any party This must be done in writing to affect our rights Page 5 of 5 kuiudes wpAht material or the Insurance Services 011re Inc usM with its permission IL 02 70 09 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA CHANGES -- CANCELLATION AND NONRENEWAL This endorsement modifies insurance provided under the following: CAPITAL ASSETS PROGRAM (OUTPUT POLICY) COVERAGE PART COMMERCIAL AUTOMOBILE COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART CRIME AND FIDELITY COVERAGE PART EMPLOYMENT-RELATED PRACTICES LIABILITY COVERAGE PART EQUIPMENT BREAKDOWN COVERAGE PART FARM COVERAGE PART LIQUOR LIABILITY COVERAGE PART MEDICAL PROFESSIONAL LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTSICOMPLETED OPERATIONS LIABILITY COVERAGE PART A. Paragraphs 2. and 3, of the Cancellation Common Policy Condition are replaced by the following; 2. All policies In Effect For 60 Days Or Less It this policy has been In effect for 60 days or less, and is not a renewal of a policy we have previously issued, we may cancel this policy by mailing or delivering to the first Named Insured, at the mailing address shown in the policy, and to the producer of record, advance written notice of cancellation, stating the reason for cancellation, at least: a. 10 days before the effective date of cancellation if we cancel for (1) Nonpayment of premium; or (2) Discovery of fraud by: (a) Any insured or his or her representative in obtaining this insurance; or Ib) You or your representative in pursuing a claim under this policy. b. 30 days before the effective date of cancellation if we cancel for any other reason. 3. All Policies In Effect For More Than 60 Days a. If this policy has been in effect for more than 60 days, or is a renewal of a policy we Issued, we may cancel this policy only upon the occurrence, after the affective dale of the policy, of one or more of the following: (1) Nonpayment of premium, Including payment due on a prior policy we Issued and due during the current policy term covering the some risks. (2) Discovery of fraud or material misrepresentation by: (a) Any insured or his or her representative in obtaining this insurance; or (b) You or your representative In pursuing a claim under this policy. (3) A judgment by a court or an administrative tribunal that you have violated a California or Federal law, having as one of Its necessary elements an act which materially increases any of the risks insured against. IL 02 70 09 12 0 Insurance Services Office, Inc., 2012 Page 1 of 4 (4) Discovery of willful or grossly negligent B. The following provision Is added to the acts or omissions, or of any violations of Cancellation Common Policy Condition: stale laws or regulations establishing safety standards, by you or your 7, Residential Property representative, which materially This provision applies to coverage on real Increase any of the risks Insured Property which is used predominantly for against. residential purposes and consisting of not more 15) f=ailure by you or your representative to than four dwelling units, and to coverage on implement reasonable loss control requirements, agreed to by as a tenants household personal property in a residential unit, if such coverage is written you condition ofpolicy issuance, or which under one of the following: were conditions precedent to our use of Commercial Property Coverage Part a particular rate or rating plan, if that Farm Coverage Part — Farm Property — Farm failure materially increases any of the Dwellings, Appurtenant Structures And risks Insured against. Household Personal Property Coverage Form (6) A determination by the Commissioner of a. If such coverage has been in effect for 60 Insurance that the; days or less, and is not a renewal of (a) Loss of, or changes in, our coverage we previously issued, we may reinsurance covering all or part of cancel Ibis coverage for any reason, except the risk would threaten aur financial as provided in b. and c. below. integrity or solvency, or b. We may not cancel this policy solely (b) Continuation of the pollcy coverage because the first Named Insured has: would: (1 ) Accepted an offer of earthquake {t) Place us In violation of California coverage; or law or the laws of the state where (2) Cancelled or did not renew a policy we are domiciled; or Issued by the California Earthquake (Il) Threaten our solvency. Authority (CEA) that included an (7) A change by you or your representative earthquake policy premium surcharge. In the activities or property of the However, we shall cancel this polity if the commercial or industrial enterprise, first Named Insured has accepted a new or which results in a materially added, renewal policy issued by the CEA that Increased or changed risk, unless the Includes an earthquake policy premium added, increased or changed risk is surcharge but fails to pay the earthquake included in the policy. policy premium surcharge authorized by the b. We will mail or deliver advance wrklen CEA. notice of cancellation, staling the reason for c• We may not cancel such coverage solely cancellation, to the first Named Insured, at because corrosive soil conditions exist on the mailing address shown In the policy, the premises. This restriction (c.) applies and to the producer of record, at least: only if coverage is subject to one of the (1) 10 days before the effective date of following, which exclude loss or damage caused by or resulting from corrosive soil cancellation if we cancel for conditions: nonpayment of premium or discovery of fraud; or (1) Commercial Property Coverage Part — (2) 30 days before the effective dale of Causes Of Loss — Speclal Form; or cancellation If we cancel for any other (2) Farm Coverage Pari -- Causes Of Loss reason listed in Paragraph 3.a. Form — Farm Property, Paragraph D. Covered Causes Of Loss -- Special, Page 2 of 4 0 Insurance Services office, Inc., 2012 IL 02 70 0912 C. The following is added and supersedes any (2) The Commissioner of Insurance finds provisions to the contrary: that the exposure to potential losses will Nonrenewal threaten our solvency or place us In a 1. Subject 10 the provisions of Paragraphs C.2. hazardous condition. A hazardous and C.3. below, if we elect not to renew this condition includes, but is not limited to, a policy, we will mail or deliver written notice, condition in which we make claims staling the reason for nonrenewal, to the first payments ayments for losses resulting from an pa Named Insured shown in the Declarations, and that accreted within the e to the producer of record, at least 60 days, but preceding two years and that required reduction In policyholder surplus of at not more than 120 days, before the expiration or anniversary dale. least 25% for payment of those claims; We will mail or deliver our notice to the first or (3) We have: Named Insured, and to the producer of record. at the mailing address shown in the policy. (a) Lost or experienced a substantial 2. Residential Property reduction in the availability or scope of reinsurance coverage; or This provision applies to coverage on real property used predominantly for residential (b) Experienced a substantial increase purposes and consisting of not more than four in the premium charged for reinsurance coverage dwelling units, and to coverage on tenants' household property contained in a residential of our residential property insurance unit, N such coverage is written under one of policies; and the following: the Commissioner has approved a plan Commercial Property Coverage Part for the nonrenewals that Is fair and Farm Coverage Part — Farm Property — Farm equitable, and that Is responsive to the changes in our reinsurance position. Dwellings, Appurtenant Structures And Household Personal Property Coverage Form c. We will not refuse to renew such coverage a. We may elect not to renew such coverage a solely because the first Named Insured has n for any reason, except as provided in b., cancelled or did not renew a policy, issued by the California Earthquake Authority, that and below. included an earthquake policy premium b. We will not refuse to renew such coverage surcharge. solely because the first Named Insured has accepted an offer of earthquake coverage d. We will not refuse to renew such coverage However, the following applies only to solely because corrosive soil conditions exist on the premises. This restriction (d.) insurers who are associate participating applies only if coverage is subject to one of Insurers as established by Cal. Ins. Code the following, which exclude loss or Section 10089.16. We may elect not to damage caused by or resulting from renew such coverage after the first Named corrosive soil conditions: Insured has accepted an offer of earthquake coverage, tf one or more of the (1) Commercial Property Coverage Part — fallowing reasons applies; Causes Of Loss — Special Form; or henone (1) The nonrenewal Is based on sound (Z1 Farm Coverage Part —Causes Of Lass underwriting principles that relate to the Form — Farm Property, Paragraph D. coverages provided by this policy and Covered Causes Of Loss — Special. that are consistent with the approved 3. We are not required to send notice of rating plan and related documents filed nonrenewal in the following situations: with the Department of Insurance as a. If the transfer or renewal of a policy, without required by existing law; any changes in terms, conditions or rates, Is between us and a member of our insurance group, IL 02 70 0912 Q Insurance Services Office, Inc. 2012 Page 3 of 4 b. If the policy has been extended for 90 days or less, provided that nonce has been given in accordance with Paragraph C.I. c. If you have obtained replacement coverage, or if the first Named Insured has agreed, in writing, within 60 days of the termination of the policy, to obtain that coverage. d. If the policy is for a period of no more than 60 days and you are notified at the time of Issuance that it will not be renewed, e. If the first Named Insured requests a change in the terms or conditions or risks covered by the policy within 50 days of the end of the policy period. f. If we have made a written offer to the first Named Insured, In accordance with the timeframes shown in Paragraph CA., to renew the policy under changed terms or condillons or at an increased premium rale when the increase exceeds 25%. Page 4 014 t0 Insurance Services Office, Inc., 2012 IL 02 70 0912 POLICY NUMBER: PHSD1590358 BUSINESSOWNERS BP 04 04 0196 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. HIRED AUTO AND NON -OWNED AUTO LIABILITY This endorsement modifies insurance provided under the following: BUSINESSOWNERS POLICY SCHEDULE Coverage Hired Auto Liability Non -Owned Auto Liability A. Insurance is provided only for those coverages for which a specific premium charge is shown In the Declarations or in the Schedule. 1. HIRED AUTO LIABILITY The insurance provided under the Businessown- ers Liability Coverage Form, Paragraph A.I. Business Liability. applies to "bodily injury" or "property damage" arising out of the mainte- nance or use of a "hired auto" by you ff your "employees" in the course of your business. 2. NON -OWNED AUTO LIABILITY The insurance provided under the Businessown- ers Liability Coverage Form, Paragraph A.I. Business Liability, applies to "bodily Injury' or "property damage" arising out of the use of any "non -owned auto" in your business by any per- son other than you. B. For insurance provided by this endorsement only; 1. The exclusions, under the Businessowners Liability Coverage Form, Paragraph B.I. Appli- cable to Business Liability Coverages, other than exclusions a., b., d., f. and L and the Nu- clear Energy Liability Exclusion, are deleted and replaced by the following: a. "Bodily Injury" to. (1) An "employee" of the insured arising out of and In the course of: (a) Employment by the insured; or Additional Premium (b) Performing duties related to the con- duct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a conse- quence of Paragraph (1) above. This exclusion applies: (a) Whether the insured may be Gable as an employer or In any other capacity; and (b) To any obligation to share damages with or repay someone else who must pay damages because of injury, This exclusion does not apply to: (1) Liability assumed by the insured under an "insured contract"; or (iii) "Bodily injury" arising out of and in the course of domestic employment by the insured unless benefits for such injury are In whole or in part either payable or e- quired to be provided under any workers compensation law. b. "Property damage" to: (1) Property owned or being transported by, or rented or loaned to the insured; or (2) Property in the care, custody or control of the Insured, BP 04 04 0196 Copyright, Insurance Services Office. Inc., 1996 Page 1 of 2 13 2. WHO IS AN INSURED in the Businessowners (3) Any person while employed in or other- Uability Coverage Form, Paragraph C., Is re- wise engaged In duties in connection with placed by the following: an "auto business", other than an "auto Each of the following is an insured under this business" you operate; endorsement to the extent set forth below: (4) The owner or lessee (of whom you are a a. You; sublessee) of a "hired auto" or the owner b. Any other person using a "hired auto" with of a "non -owned auto" or any ivent or "employee" your permission; of any such owner or lessee; c. For a 'nun -owned auto", any partner or "ex- (5) Any person or organization for the can- duct of any current or past partnership or ecutive officer" of yours, but only while such "non -owned auto" is being used In your bus!- joint venture that is not shown as a ness; and Named Insured in the Declarations. d. Any other person or organization, but only for C. The following additional definttions apply: their liability because of acts or omissions of I. "Auto Business" means the business or cccu- an insured under a., b. or c. above. pation of selling, repairing, servicing, storing or None of the following is an insured: parking "autos". (1) Any person engaged in the business of 2. "Hired Auto" means any "auto" you lease, hire his or her employer for "bodily injury" to or borrow. This does not Include any "auto" you any co•"employee" of such person Injured lease, hire or borrow from any of your "employ - in the course of employment, or to the ees" or members of their households, or from spouse, child, parent, brother or sister of any partner or "executive officer" of yours. that co -"employee" as a consequence of 3. "Non -Owned Auto" means any "auto" you do such "bodily injury", or for any obligation not own, lease, hire or borrow which Is used in to share damages with or repay someone connection with your business. However, if you else who must pay damages because of are a partnership, a "non -owned auto" does not the injury; include any "auto" owned by any partner. (2) Any partner or "executive officer" for any "auto" owned by such partner or officer or a member of his or her household; Page 2 of 2 Copyright, Insurance Services Office, Inc., 1996 BP 04 04 0196 0