Loading...
HomeMy Public PortalAboutC-21-084 - ADVANTEC CONSULTING ENGINEERSCONTRACT SERVICES AGREEMENT By and Between CITY OF CARSON and ADVANTEC CONSULTING ENGINEERS, INC. AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF CARSON AND ADVANTEC CONSULTING ENGINEERS, INC. THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this 0-4 day of c:l—Q,tti. , 2021 by and between the City of Carson, a California municipal corporation ("City") and Advantec Consulting Engineers, Inc., a California corporation ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "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 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. WORK OF CONSULTANT 1.1. Scope of Work. In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the "Scope of Work" 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 work 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 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 in Consultant's bid proposal. The Consultant's bid proposal 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. The Consultant's bid proposal shall be escrowed with a neutral third parry mutually agreed upon by the parties. 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, registrations, 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. (a) By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of work 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. (b) Consultant shall promptly, and before the following conditions are disturbed, notify the City, in writing, of any: (i) material Consultant believes may be hazardous waste as defined in Section 25117 of the Health & Safety Code required to be removed to a Class I, II, or III disposal site in accordance with existing law; (ii) subsurface, unknown or latent conditions, materially different from those indicated; or (iii) unknown physical conditions at the site of any unusual nature, different from those ordinarily encountered and generally recognized 01007.0006/690783.2 -2- as inherent in work of the character provided for in this Agreement, and will materially affect the performance of the services hereunder. (c) City shall promptly investigate the conditions, and if it finds that the conditions do materially differ, or do involve hazardous waste, and cause a decrease or increase in Consultant's cost of, or the time required for, performance of any part of the work, shall issue a change order per Section 1.10 of this Agreement. (d) In the event that a dispute arises between City and Consultant whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Consultant's cost of, or time required for, performance of any part of the work, Consultant shall not be excused from any scheduled completion date set, but shall proceed with all work to be performed under the Agreement. Consultant shall retain any and all rights provided either by contract or by law, which pertain to the resolution of disputes and protests between the contracting parties. 1.6. Protection and Care of Work and Materials. Consultant shall adopt reasonable methods, including providing and maintaining storage facilities, 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 losses or damages as caused by City's own negligence. Stored materials shall be reasonably accessible for inspection. Consultant shall not, without City's consent, assign, sell, mortgage, hypothecate, or remove equipment or materials which have been installed or delivered and which may be necessary for the completion of the work. 1.7. Warranty. Consultant warrants all Work under the Agreement (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non -conforming materials incorporated into the Work) to be of good quality and free from any defective or faulty material and workmanship. Consultant agrees that for a period of one year (or the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later) after the date of final acceptance, Consultant shall within ten (10) days after being notified in writing by the City of any defect in the Work or non-conformance of the Work to the Agreement, commence and prosecute with due diligence all Work necessary to fulfill the terms of the warranty at its sole cost and expense. Consultant shall act soon as requested by the City in response to an emergency. In addition, Consultant shall, at its sole cost and expense, repair, remove and replace any portions of the Work (or work of other contractors) damaged by its defective Work or which becomes damaged in the course of repairing or replacing defective Work. For any Work so corrected, Consultant's obligation hereunder to correct defective Work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected Work. Consultant shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply 01007.0006/690783.2 -3- with the requirements of the Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Consultant. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Consultant for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Consultant agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Consultant fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non -conforming Work and any work damaged by such work or the replacement or correction thereof at Consultant's sole expense. Consultant shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand. 1.8. Prevailing Waaes. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates, that Consultant and all subcontractors be registered with and pay the registration fee to the Department of Industrial Relations ("DIR"), Consultant be subject to the monitoring and enforcement by the DIR, and the performance of other requirements on "Public Works" and "Maintenance" projects. If the services are being performed as part of an applicable "Public Works" or "Maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 1.9. Further Responsibilities of Parties. 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. 1.10. Additional Work and Change Orders. (a) 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 Work or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the Contract Officer 01007.0006/690783.2 -4- to the Consultant, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant ("Change Order"). All Change Orders must be signed by the Consultant and Contract Officer prior to commencing the extra work thereunder. (b) Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or any increase in the time to perform of up to one hundred eighty (180) days; and does not materially affect the Work and which are not detrimental to the Work or to the interest of the City, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. (c) Any adjustment in the Contract Sum for a Change Order must be in accordance with the rates set forth in the Schedule of Compensation in Exhibit "C". If the rates in the Schedule of Compensation do not cover the type of work in the Change Order, the cost of such work shall not exceed an amount agreed upon in writing and signed by Consultant and Contract Officer. If the cost of the Change Order cannot be agreed upon, the City will pay for actual work of the Change Order completed, to the satisfaction of the City, as follows: (i) Labor: the cost of labor shall be the actual cost for wages of workers and subcontractors performing the work for the Change Order at the time such work is done. The use of labor classifications that would increase the cost of such work shall not be permitted. (ii) Materials and Equipment: the cost of materials and equipment shall be at cost to Consultant or lowest current price which such materials and equipment are reasonably available at the time the work is done, whichever is lower. (iii) If the cost of the extra work cannot be agreed upon, the Consultant must provide a daily report that includes invoices for labor, materials and equipment costs for the work under the Change Order. The daily report must include: list of names of workers, classifications, and hours worked, description and list of quantities of materials used; type of equipment, size, identification number, and hours of operation, including loading and transportation, if applicable; description of other City authorized services and expenditures in such detail as the City may require. Failure to submit a daily report by the close of the next working day may, at the City's sole and absolute discretion, waive Consultant's rights for that day. (d) It is expressly understood by Consultant that the provisions of this Section 1.10 shall not apply to services specifically set forth in the Scope of Work. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Work 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. (e) No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 01007.0006/690783.2 -5- 1.11. 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 One Hundred Sixty -Nine Thousand Five -Hundred Thirty - Seven Dollars ($169,537.00) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.10. 2.2. Method of Compensation. 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 the 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 sub -contractor contracts. Sub -contractor charges shall also 01007.0006/690783.2 -6- 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 cause Consultant to be paid within thirty (30) 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 the City of 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. 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 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 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 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 01007.0006/690783.2 -7- 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. Inspection and Final Acceptance. City may inspect and accept or reject any of Consultant's work under this Agreement, either during performance or when completed. City shall reject or finally accept Consultant's work within forty-five (45) days after submitted to City. City shall accept work by a timely written acceptance, otherwise work shall be deemed to have been rejected. City's acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as to amount to fraud. Acceptance of any work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Articles 1 and 5, pertaining to warranty and indemnification and insurance, respectively. 3.5. 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 one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D"). 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: Carlos Ortiz Chief Operating Officer (Name) (Title) Leo Lee Chief Executive Officer (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 Principals shall be responsible during the term of this Agreement for directing all 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 Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subconsultants, 01007.0006/690783.2 -8- if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subconsultants, 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 City's Contract Officer (also sometimes referred to as "Contract Administrator") shall be Ryan Kim, Traffic Engineer, 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 Contractor. 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. 4.5. Prohibition Against Subcontracting or Assignment. 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. All subcontractors shall 01007.0006/690783.2 -9- obtain, at its or Consultant's expense, such licenses, permits, registrations and approvals (including from the City) as may be required by law for the performance of any services or work under this Agreement. 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, INDEMNIFICATION AND BONDS 5.1. Insurance Coverages. 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) Commercial General Liability Insurance (Occurrence Form CG0001 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) Workers Compensation Insurance. A policy of workers 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 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 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 "any 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 following the completion of Consultant's services or the termination of this 01007.0006/690783.2 -10- Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit `B". (f) Subcontractors. Consultant shall include all subconsultants/subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 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 parry 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] A � nitials 79 01007.0006/690783.2 -11- 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/subconsultants, 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 01007.0006/690783.2 -12- with the negligent performance of or failure to perform such work, operations or activities of Consultant 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. In addition, Consultant agrees to indemnify, defend and hold harmless the Indemnified Parties from, any and all claims and liabilities for any infringement of patent rights, copyrights or trademark on any person or persons in consequence of the use by the Indemnified Parties of articles to be supplied by Consultant under this Agreement, and of which the Consultant is not the patentee or assignee or has not the lawful right to sell the same. 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 and work 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. Performance and Labor Bonds. Concurrently with execution of this Agreement Consultant shall deliver to the City, the following: (a) A performance bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement. (b) A labor and materials bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the payment of all persons furnishing labor and/or materials in connection with the work under this Agreement. Both the performance and labors bonds required under this Section 5.4 shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain 01007.0006/690783.2 -13- in force during the entire term of the Agreement and shall be null and void only if the Consultant promptly and faithfully performs all terms and conditions of this Agreement and pays all labor and materials for work and services under this Agreement. 5.5. Sufficiency of Insurer or Surety. Insurance and bonds 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 and the performance bond required by Section 5.4 may be changed accordingly upon receipt of written notice from the Risk Manager. 5.6. Substitution of Securities. Pursuant to Public Contract Code Section 22300, substitution of eligible equivalent securities for any funds withheld to ensure performance under this Agreement may be permitted at the request and sole expense of the Consultant. Alternatively, the Consultant may, pursuant to an escrow agreement in a form prescribed by Public Contract Code Section 22300, request payment of retentions funds earned directly to the escrow agent at the sole expense of the Consultant. 5.7. Release of Securities. City shall release the Performance and Labor Bonds when the following have occurred: (a) Consultant has made a written request for release and provided evidence of satisfaction of all other requirements under Article 5 of this Agreement; (b) the Work has been accepted; and (c) after passage of the time within which lien claims are required to be made pursuant to applicable laws; if lien claims have been timely filed, City shall hold the Labor Bond until such claims have been resolved, Consultant has provided statutory bond, or otherwise as required by applicable law. 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, certified and accurate copies of payroll records in compliance with all applicable laws, or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as 01007.0006/690783.2 -14- 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 from such records. Such records shall be maintained for a period of 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 an unrestricted 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 01007.0006/690783.2 -15- 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 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 seek 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 TERNIINATION 7.1. 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. 01007.0006/690783.2 -16- 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 proceed with payment on the invoices only when the default is cured. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices 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 01007.0006/690783.2 -17- 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 parry 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 claim pursuant to Government Code Sections 905 et seq. and 910 et. seq., in order to pursue a legal action under this Agreement. 7.7. Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Consultant and its sureties shall be liable for and shall pay to the City the sum of Seven Hundred Fifty Dollars ($750) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit "D"). The City may withhold from any monies payable on account of services performed by the Consultant any accrued liquidated damages. 7.8. 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. 7.9. 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 01007.0006/690783.2 -18- 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. 7.10. 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 parry 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. 7.11. Unfair Business Practices Claims. In entering into this Agreement, Consultant offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials related to this Agreement. This assignment shall be made and become effective at the time the City renders final payment to the Consultant without further acknowledgment of the Parties. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1. Nan -liability of City Officers and Employ 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 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. 01007.0006/690783.2 -19- 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 effects his financial interest or the financial interest of any corporation, partnership or association in which 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, 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 to the attention of the Contract Officer (with her/his name and City title), City of Carson, 701 East Carson, Carson, California 93203 and in the case of the Consultant, to the person 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. All correspondence relating to this Agreement shall be serialized consecutively. 01007.0006/690783.2 -20- 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. Warran1y & 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 "remote" or "noninterests" 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, 01007.0006/690783.2 -21- 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 will render 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 parry 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] 01007.0006/690783.2 -22- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first -above written. CITY: <tG��SON, Cq�r CITY F CARSON, a municipal corporation z Ia Davis -Holmes, Mayor ATTEST: �'.MfY M►1� E UN nesia Gause-Aldana, City Cle k (/ APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Sunny K. Soltani, City Attorney [BRJ] CONSULTANT: ADVANTEC CONSULTING ENGINEERS, INC., a California corporation By: Name: L aj f Ie Title: Ct Address: i 20o -r-V 1yu , ()A 01 Z wZk 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. 01007.0006/690783.2 -23- CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 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. State of California 1 County of J} On 1() ile. before me, I ► r t ���J1 GltV�Q1 F'V�[)i1C, Date Here Insert Name and Title of the Officer personally appeared Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 0---�.My ANA PATRICIA RIVERA Notary Public - California z Orange CountyCommission # 2242728 Comm. Expires May 14, 2022 Place Notary Seal and/or Stamp Above 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. Signature .���•( Signature of Notary Public Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Co*R(+, , Qex (tes Document Date: t)o NumberofPages: 2-3 Signer(s) Other Than Named Above: 14 -1,01/1QMS Capacity(ies) Claimed by Signer(s) Signer's Name: ilZ.¢ ('ec, §9Corporate Officer — Title(s):(kO 'J ►ye- K&)A�' ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: %L•r:'.'•, x: •q v:,s i',`x,5; ":,"s:.aq National• • • CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 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. State of California 1 County of he J} On ciU roc 3, 2a� before me, /I ►' �l ��iCl ► U1GA. �-\V'M , N Q�TA f�A�1C Date Here Insert Name and Title of the Office personally appeared s\ bs�A el :�CQ Nome(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. — —� OMY ANA PATRICIA RIVERANotary Public - CaliforniaOrange CountyCommission k 2242728 Comm. Expires May 14, 2022 Place Notary Seal and/or Stamp Above 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. Signature Signature of Notary Public Completing this information can deter alteration of the document or fraudulent reattachment of this form to on unintended document. Description of Attached Document Title or Type of Document:Y'QI Document Date: Signer(s) Other Than Named Above: 00 (AA? V Sl�✓►,Pit S Capacity(ies) Claimed by Signer(s) ��iY'V1c2S Number of Pages:_ Signer's Name: �)I)V42'h 0, ft,VAJU . , Signer's Name: VCorporate Officer — Title(s): Pffl ap(AI Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General�(?)Lj El Partner — ❑ Limited ❑ General 11 Individual 11 Attorney in Fact �J ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Trustee ❑ Guardian or Conservator ❑ Other: ❑ Other: Signer is Representing: Signer is Representing: ©2019 National Notary Association EXHIBIT "A" SCOPE OF WORK A. Consultant Services. General Overview: Provide Traffic Signal Design Services to Prepare the Plans, Specifications, and Estimates for Upgrading Traffic Signals at Six (6) City intersections pursuant to City Request for Proposals No. 20-222 for City Project No. 1649 (Federal Aid Project No. HSIP — 5403(030)), as specified below. The project is an upgrade of traffic signal systems at the six (6) project intersections- Avalon Boulevard at Victoria Street; Main Street at Sepulveda Boulevard; Main Street at 220th Street; Main Street at 223rd Street; Figueroa Street at 223rd Street; and Figueroa Street at Torrance Boulevard. The upgrade would provide left -turn phasing, new signal heads, ADA ramps, service upgrades, LED safety lighting, bike detection, audible pedestrian signals, signal poles, signal mast arms, signal cabinets, raised median modifications, signing, striping, and countdown pedestrian heads. The City secured a Highway Safety Improvement Program (HSIP) funding grant to design and install the traffic signal update. Consultant's Services shall be performed in a manner consistent with that degree of skill and care ordinarily exercised by practicing design professionals performing similar services in the same locality, at the same site, and under the same or similar circumstances and conditions (the standard of care). Except as provided in Section 1.7, Consultant makes no other representations and warranties, whether expressed or implied, with respect to the services rendered hereunder. Consultant will perform the work below. Acceptance criteria are set forth in the RFP Scope. Consultant shall sign all Plans, Specifications and Estimate (PS&E) and engineering data furnished under the Agreement, including registration number. 1. Task 1 — Project Management. Consultant will coordinate with the City to develop a Project Development Team (PDT) that includes: City staff, Consultant Team, and other agency representatives. Consultant will schedule and attend a kick-off meeting and monthly PDT meetings to discuss issues pertinent to the analysis and design of the project. Consultant will also be responsible for preparing agendas and minutes for all meetings and activities. A monthly progress report, which includes accomplished tasks for the month, anticipated progress for the next month, pending issues and actions, and updated schedule along with other necessary supporting data will be attached. Project schedules will be updated itemizing all activities and subtasks to support project milestones for City's review prior to distributing to the PDT meeting participants. A digital and hard copy of the schedule will be submitted to the City. Consultant's project manager will be responsible for the project management, resource allocation, and ensuring that all project tasks are being completed on time and under budget. A total of seven meetings are proposed in this task. 2. Task 2 — Traffic Engineering Design Plans, Specifications, and Estimates ("PS&E"). Consultant will prepare PS&E to accommodate the construction requirements for the proposed improvements at the six (6) project intersections - Avalon Boulevard at Victoria Street; Main Street at Sepulveda Boulevard; Main 01007.0006/690783.2 A- I Street at 2201h Street; Main Street at 223rd Street; Figueroa Street at 223rd Street; and Figueroa Street at Torrance Boulevard. Based on the RFP and Consultant's field review, Consultant anticipates producing plans for the following: • Street Improvement Plan - to accommodate ADA compliant curb ramps and raised median noses cutback; • Signing and Striping Design - to be shown in the traffic signal plan; • Traffic Signal Plan - to propose agreed upon traffic signal improvements and operations based on the developed recommendations. Consultant believes a detailed field review and as -built plan verification will provide a good base plan for a high-quality design plan and will result in higher efficiencies (less time and costs). Prior to preparing a base plan for the street improvement and traffic engineering design, Consultant will obtain copies of available as -built drawings and other available database/information pertaining to the project from the City, the City of Los Angeles, the County of Los Angeles, and Caltrans. The field review will include identifying design constraints, verifying as -built information, and observing general site conditions. Consultant will document its findings with photos taken as part of its field review. Consultant will review the preliminary utility information and prepare and send notifications to all utility companies known to operate within the project area. Underground and overhead utilities will be identified, and potential conflicts will be noted and resolved during final design. i. Task 2.1 — Topographic Land Survey. The survey covers the area of the six (6) project intersections - Avalon Boulevard at Victoria Street; Main Street at Sepulveda Boulevard; Main Street at 220th Street; Main Street at 223rd Street; Figueroa Street at 223rd Street; and Figueroa Street at Torrance Boulevard. Horizontally, the survey will be tied to the California State Plane coordinate system (NAD83) and based upon the current County of Los Angeles adjustment. Vertically, the survey will be tied to the County of Los Angeles benchmark network (NAVD88). The design survey will be developed at 1 "=20' scale and will include the following items: Sufficient spot elevations and breaklines to accurately develop contours at a 1.0' interval; Curbs, right-of-way (and jurisdiction boundary line), flowlines, and gutters; Paving types; Roadway crown elevations and striping; and, Above ground evidence of utilities. Additionally, the existing roadway centerline and Right of Way will be mapped within the project area based upon recovered survey monumentation and record document information. Consultant shall prepare a survey drawing in accordance with standard acceptable surveying practices and in accordance with all applicable and appropriate requirements of the State of California. The final survey drawing will be delivered in AutoCAD latest version format that will include an interactive surface model and specific survey point layers. All survey work performed 01007.0006/690783.2 A-2 on this project will be done under the direct supervision of a Professional Surveyor Licensed in the State of California. ii. Task 2.2 — Street Improvement Plan. Consultant will modify the existing curb ramps to comply with ADA guidelines at the six (6) project intersections. Consultant will utilize the topographic land survey to produce the street improvement plan. The street improvements will be limited to ADA curb ramp reconstruction. Consultant will perform a detailed ADA evaluation. Consultant will design all proposed curb ramps per the standards agreed upon with the City. The plans will clearly show limits of construction and curb ramp grades and details. The curb ramp details will be prepared at V=10' scale. If required, Consultant will perform raised median nose cutback design per Los Angeles County Public Works Department Traffic Signal Drafting Manual to show existing and proposed improvements. iii. Task 2.3 — Signage and Striping Design. Consultant will incorporate any minor striping and signage modifications at the project intersection on the corresponding traffic signal plan. Consultant anticipates minor striping and signage such as improving existing bike lane signages, reinstalling faded striping, or other striping or signage that may be required within the project intersection. iv. Task 2.4 — Traffic Signal Plan. Utilizing the traffic signal as -built plans, survey, and field investigation data, Consultant will prepare traffic signal base plans at the six (6) project intersections. The base plan is the backbone to accurately design proposed improvements. At this stage of the process, a thorough review is performed on the base plan to ensure accuracy prior to design. The base plan will include centerline, right-of- way, relevant existing street improvements, and existing traffic controls. Consultant will prepare the base plan in accordance with City's format and standards and required LADOT standard plans. Consultant has extensive experience in traffic signal design and will utilize that knowledge to identify potential conflicts before the project goes into construction. For example, proposed signal poles will be strategically placed in the optimum location for driver/pedestrian visibility and will adhere to ADA guidelines. Consultant will also evaluate any current deficiencies or sub -standard equipment that should be upgraded to meet current City and City agreed-upon standards. The traffic signal modification plan will be prepared per the recommendations for traffic signal improvements agreed upon with the City. Consultant will provide a detailed traffic signal plan per City agreed-upon format, standards and specifications. The plan will propose approved signal phases, clearly identify all existing, proposed and removed traffic signal equipment to correspond the overall design intent and shown 01007.0006/690783.2 A-3 existing and proposed improvements. The traffic signal plan will be 1 "=20' scale unless directed otherwise. LADOT may require preparing a street lighting plan with circuit for proposed safety lighting mounted on the signal pole. Consultant assumed the traffic signal plan will be prepared per City standard and format. Therefore, the street lighting plan and coordination with Los Angeles City Bureau of Street Lighting (LABSL) coordination are excluded from this work scope. V. Task 2.5 — Utility Verification and Coordination. Consultant will request a contact list from the City of utility companies with facilities at the project intersection. Consultant will request utility maps and compile underground and above ground utilities in a separate digital file. This file will be referenced into all relevant design plans and clearly labeled to identify utility type, size, and owner. Consultant will also send a notification to all utility companies within the project limits at the 70%, and/or final design stage for their review to determine if there are any possible conflicts with the proposed improvements. Consultant will work closely with the utility companies and other City departments to resolve conflicts prior to final design. A communication log will be preserved throughout the project and provided to the City upon request. Consultant will provide coordination with Southern California Edison (SCE) if the design includes modification to the service pedestal and/or point of connection (POC). vi. Task 2.6 — Specifications and Cost Estimates. Consultant will prepare the technical specifications using the City's boilerplate template or Caltrans HS1P required template and required format. Consultant will use the City - required standards and specifications. The PS&E certification and checklist, engineering cost estimate, and bid document will be prepared using E-76 or City -required format and language. Consultant will apply market construction costs for each bid item to quantities measured. Cost estimate will be derived from a combination of available sources including Caltrans published data, LA County Public Works Department bid history, recent bid prices from other local projects, and any other data that the City may choose to provide for Consultant's use. A detailed quantity takeoff list of the proposed improvements will be provided to the City as part of engineering cost estimate service. The specifications and cost estimates will be submitted at the 70%, 100% and final design stages. Consultant will update the cost estimates based on the refinement of the quantities throughout the project. vii. Task 2.7 — Pre -Construction Support. Consultant will provide pre - construction support services for this project after plans have been 01007.0006/690783.2 A-4 approved by the City and other agency. Consultant will attend each pre- bid meeting and answer questions during the construction bidding process regarding the design and specifications. If there are omissions or conflicts in the design prior to the award to contractor, Consultant will provide a plan revision. 3. Task 3 — Construction Support. i. Task 3.1 — Construction Support. Consultant will provide construction support services for this project during construction. These services include, but are not limited to, attending a pre -construction meeting, responding to questions during the construction, reviewing contractor submittals within 72 hours, responding to contractor's requests for information (RFIs) or Change Request (CR), revising design plans per CR, maintaining a log of all changes to approved plan set, reviewing and making recommendations to Contract Change Order (CCO), and providing progress reports to Caltrans. Consultant will attend up to 4 construction site meetings during the construction duration. ii. Task 3.2 — As -Built Plan Preparation. After the completion of project construction, Consultant will request the redline markings prepared by the project inspectors and/or contractors on the signed design plans, for preparation of as -built plans. The as -built plans will be signed and submitted to the City for the completion of the project. 4. Task 4. — Additional Tasks. Task 4.1 — HSIP Funded Project Requirement Processing Assistance. HSIP funded projects typically require the applicant (City) to provide E-76 Federal -aid program form (E-76) for design and construction authorization, preliminary environmental study (PES), and right-of-way certification. Consultant will provide the services to prepare and assist in processing the E-76 for design and construction, PES, and right-of-way certification. Scope will include the following: • Existing Records Review, Project Initiation, and Coordination • Review PES Submittal for NEPA Certification • Prepare Right -of -Way Certification Submittal (Caltrans) • Prepare Request for Authorization to Proceed with Construction (E-76 for CON) • Prepare DBE Goal Methodology ii. Task 4.2 — Traffic Signal Timing. If requested by the Contract Administrator, Consultant will prepare a signal timing sheet at the six (6) project intersections to accommodate proposed signal operation, update signal timing per current CA MUTCD and other requirements and 01007.0006/690783.2 A-5 improve timing. Consultant will obtain the existing signal timing sheet at the project intersection and neighboring intersections for analysis to provide timing coordination. If there are peak -hour turning movement traffic count data available at project and neighboring intersections, a simulation and optimization traffic analysis will be performed by using Synchro program. Consultant will prepare and submit the signal timing per City required format for approval and coordinate with LADOT under City's direction. iii. Task 4.3 — Potholing Services. Potholing is also known as vacuum excavation and is used for the purpose of identifying the axis of an underground utility. When the utility is revealed, the type of material and utility size are documented. The data collected during these excavations are beneficial in all phases of construction. Based upon the soils conditions or scope, Consultant will choose to use air or water to create the pothole. Potholes made to expose facilities encased in concrete, will stop at the encasement. The top of the encasement will then be recorded as the top of the facility. After documenting Consultant's findings, each pothole will be backfilled, compacted, and a perm -a -patch or hot patch will be provided depending upon City specifications. A potholing report complete with photographs are provided at the conclusion of the job documenting the location, utility found, depth to top of pipe, utility size, material and the soil conditions. If no utility is found within the predetermined depth of the pothole, it will be considered a dry hole. Additional holes may be necessary to provide a positive location of the utility. 5. LOCATIONS: i. Six (6) Intersections - Avalon Boulevard at Victoria Street; Main Street at Sepulveda Boulevard; Main Street at 220d` Street; Main Street at 223`d Street; Figueroa Street at 223`d Street; and Figueroa Street at Torrance Boulevard. B. Environmental documents are not considered complete until a Caltrans District Senior Environmental Planner signs the Categorical Exclusion, a Caltrans Deputy District Director signs the Finding of No Significant Impact, or the Caltrans District Director signs the Record of Decision (see LAPM Chapter 6: Environmental Procedures, available at https://dot.ca.gov/programs/local-assistance/guidelines-and procedures/ /local -assistance procedures-manual-lapm, and the Standard Environmental Reference). C. Consultant shall prepare the following Drawings, Plans, and other documents, which are hereby made a part of this Agreement, as Agreement Deliverables: 1. Prepare traffic signing, striping, and pavement marking plans. 01007.0006/690783.2 A-6 2. Prepare reproducible final construction plans, utilizing AutoCAD at 20 scale (or whatever scale is most feasible), on the City title blocks. All construction shall be per City standards, unless indicated differently on the plan. 3. Prepare final CADD plan files, specifications, and cost estimate, to be delivered to the City on compact CD -R disc. All final CADD plan files shall become the property of the City and may be used subsequently by the City or its assignee without additional compensation to the Consultant. 4. Provide "as built" plans 30 days after project completion. D. In addition to the requirements of Section 6.2, during performance of the work, Contractor will keep the City apprised of the status of performance by delivering the following status reports: 1. Assist City staff with preparation of progress reports for Caltrans, as deemed necessary by the Contract Officer. E. Right of Way. State whether Right of Way requirements are to be determined and shown by Consultant, whether land surveys and computations with metes and bounds descriptions are to be made, and whether Right of Way parcel maps are to be furnished. [NOT APPLICABLE TO THIS AGREEMENT] F. Surveys. Consultant has the responsibility for performing preliminary surveys for the preparation of the Plans, Specifications and Estimates. Consultant shall conduct field reconnaissance and measurements/surveys to document the existing conditions on the study area roadways, including but not limited to curb -to -curb widths, lane widths, sidewalk widths, sign locations, pavement markings, traffic control, a parking inventory, and above -ground utility infrastructure. G. Subsurface Investigations. State specifically whether or not Consultant has responsibility for making subsurface investigations. [NOT APPLICABLE TO THIS AGREEMENT] H. City Obligations. All data applicable to the project and in possession of City, another agency, or government agency that are to be made available to Consultant are referred to in the Agreement. Any other assistance or services to be furnished to Consultant are to be stated clearly. [NOT APPLICABLE TO THIS AGREEMENT] I. Conferences, Site Visits, Inspection of Work. Consultant, in addition to complying with Section 6.2 and any other applicable requirements of this Agreement, shall meet with City staff to initiate the project, conduct at least two public workshops, and provide at least two City Council presentations prior to the completion of the final plans (all included within the Contract Sum). J. Checking Shop Drawings. For agreements requiring the preparation of construction drawings, make provision for checking shop drawings. Payment for checking shop drawings by CONSULTANT may be included in the Agreement fee, or provision may be made for separate payment. [NOTAPPLICABLE TO THISAGREEMENT] 01007.0006/690783.2 A-7 K. CONSULTANT Services During Construction. The extent, if any, of Consultant's services during the course of construction is as follows: 1. Attend and participate in one pre -construction meeting. 2. Be available to answer City staff questions during project design and provide technical advice during the construction phase. 3. Review contractor submittals for materials and respond within 72 hours of receipt of each submittal. 4. Respond to contractor's Requests for Information (RFI) as necessary. 5. Participate in at least one walk-through final check of the project to assure the work is in substantial conformance with the approved construction documents. 6. Prepare minutes for meetings. L. Documentation and Schedules. Consultant shall document the results of the work to the satisfaction of City's Contract Officer, and if applicable, the State and Federal Highway Administration ("FHWA'). This may include preparation of progress and final reports, plans, specifications and estimates, or similar evidence of attainment of the Agreement objectives. M. Deliverables and Number of Copies. One physical copy of the final set of construction plans shall be provided to City. Specifications, drawings and all other deliverables may be provided electronically in word, PDF, and/or AutoCAD, as applicable. N. All work is subject to review and acceptance by the City, and must be revised by the Contractor without additional charge to the City until found satisfactory and accepted by City. Q. Contractor will utilize the following personnel to accomplish the work: 1. Carlos Ortiz, PE, TE, PTOE 2. Wayne Ko, PE, TE, PTOE 3. John Dorado, PE 4. Roy Null, PE 5. Ron Stone, PE 6. Enrique Biche 7. Madeline Harriot 8. Vivian Sy 9. Catlynn Godoy 01007.0006/690783.2 A-8 10. Kevin Acuna 11. David Declue 12. Approved subconsultant — BESS Testlab, Inc., a Calfornia corporation — for Potholing services 13. Approved subconsultant - CL Surveying and Mapping, Inc., a California corporation — for Topographic Survey and Right of Way Engineering 14. Approved subconsultant - Counts Unlimited, Inc., a California corporation — for Traffic Data Collection Services 01007.0006/690783.2 A-9 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Agreement Boilerplate) I. Section 1.5, "Familiarity with Work" is hereby amended to read in its entirety as follows (additions in bold italics, deletions in stfikedwough): (a) By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of work 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. (b) Consultant shall promptly, and before the following conditions are disturbed, notify the City, in writing, of any observed: (i) material Consultant believes may be hazardous waste as defined in Section 25117 of the Health & Safety Code required to be removed to a Class I, II, or III disposal site in accordance with existing law; (ii) subsurface, unknown or latent conditions, materially different from those indicated; or (iii) unknown physical conditions at the site of any unusual nature, different from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement, and will materially affect the performance of the services hereunder. (c) City shall promptly investigate the conditions, and if it finds that the conditions do materially differ, or do involve hazardous waste, and cause a decrease or increase in Consultant's cost of, or the time required for, performance of any part of the work, shall issue a change order per Section 1.10 of this Agreement. (d) In the event that a dispute arises between City and Consultant whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Consultant's cost of, or time required for, performance of any part of the work, Consultant shall not be excused from any scheduled completion date set, but shall proceed with all work to be performed under the Agreement. Consultant shall retain any and all rights provided either by contract or by law, which pertain to the resolution of disputes and protests between the contracting parties. H. Section 1.8, "Prevailing Wages," is hereby replaced with the following: (a) No Consultant or subconsultant may be awarded an Agreement containing public work elements unless registered with the Department of Industrial Relations (DIR) pursuant to Labor Code §1725.5. Registration with DIR must be maintained throughout the entire term of this Agreement, including any subsequent amendments. 01007.0006/690783.2 B-1 (b) The Consultant shall comply with all of the applicable provisions of the California Labor Code requiring the payment of prevailing wages. The General Prevailing Wage Rate Determinations applicable to work under this Agreement are available and on file with the Department of Transportation's Regional/District Labor Compliance Officer http://www.dot.ca. og v/hg/construc/LaborCompliance/documents/ District-Region_Map_Construction_7-8-15.pdf). These wage rates are made a specific part of this Agreement by reference pursuant to Labor Code §1773.2 and will be applicable to work performed at a construction project site. Prevailing wages will be applicable to all inspection work performed at City construction sites, at City facilities and at off-site locations that are set up by the construction contractor or one of its subcontractors solely and specifically to serve City projects. Prevailing wage requirements do not apply to inspection work performed at the facilities of vendors and commercial materials suppliers that provide goods and services to the general public. (c) General Prevailing Wage Rate Determinations applicable to this project may also be obtained from the Department of Industrial Relations Internet site at http://www.dir.ca.gov. (d) Payroll Records (i) Consultant and each subconsultant shall keep accurate certified payroll records and supporting documents as mandated by Labor Code §1776 and as defined in 8 CCR §16000 showing the name, address, social security number, work classification, straight time, and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the Consultant or subconsultant in connection with the public work. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following: (A) The information contained in the payroll record is true and (B) The employer has complied with the requirements of Labor Code § 1771, § 1811, and § 1815 for any work performed by his or her employees on the public works project. (ii) The payroll records enumerated under paragraph (i) above shall be certified as correct by the Consultant under penalty of perjury. The payroll records and all supporting documents shall be made available for inspection and copying by City representatives at all reasonable hours at the principal office of the Consultant. The Consultant shall provide copies of certified payrolls or permit inspection of its records as follows: (A) A certified copy of an employee's payroll record shall be made available for inspection or furnished to the employee or the employee's authorized representative on request. 01007.0006/690783.2 B-2 (B) A certified copy of all payroll records enumerated in paragraph (i) above, shall be made available for inspection or furnished upon request to a representative of City, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards of the Department of Industrial Relations. Certified payrolls submitted to City, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards shall not be altered or obliterated by the Consultant. (C) The public shall not be given access to certified payroll records by the Consultant. The Consultant is required to forward any requests for certified payrolls to the City Contract Officer by both email and regular mail on the business day following receipt of the request. (iii) Each Consultant shall submit a certified copy of the records enumerated in paragraph (i) above, to the entity that requested the records within ten (10) calendar days after receipt of a written request. (iv) Any copy of records made available for inspection as copies and furnished upon request to the public or any public agency by City shall be marked or obliterated in such a manner as to prevent disclosure of each individual's name, address, and social security number. The name and address of the Consultant or subconsultant performing the work shall not be marked or obliterated. (v) The Consultant shall inform City of the location of the records enumerated under paragraph (i) above, including the street address, city and county, and shall, within five (5) working days, provide a notice of a change of location and address. (vi) The Consultant or subconsultant shall have ten (10) calendar days in which to comply subsequent to receipt of written notice requesting the records enumerated in paragraph (i) above. In the event the Consultant or subconsultant fails to comply within the ten (10) day period, he or she shall, as a penalty to City, forfeit one hundred dollars ($100) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated. Such penalties shall be withheld by City from payments then due. Consultant is not subject to a penalty assessment pursuant to this section due to the failure of a subconsultant to comply with this section. (e) When prevailing wage rates apply, the Consultant is responsible for verifying compliance with certified payroll requirements. Invoice payment will not be made until the invoice is approved by the City Contract Administrator. (f) Penalty (i) The Consultant and any of its subconsultants shall comply with Labor Code § 1774 and § 1775. Pursuant to Labor Code § 1775, the Consultant and 01007.0006/690783.2 B-3 any subconsultant shall forfeit to the City a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of DIR for the work or craft in which the worker is employed for any public work done under the Agreement by the Consultant or by its subconsultant in violation of the requirements of the Labor Code and in particular, Labor Code §§1770 to 1780, inclusive. (ii) The amount of this forfeiture shall be determined by the Labor Commissioner and shall be based on consideration of mistake, inadvertence, or neglect of the Consultant or subconsultant in failing to pay the correct rate of prevailing wages, or the previous record of the Consultant or subconsultant in meeting their respective prevailing wage obligations, or the willful failure by the Consultant or subconsultant to pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rates of prevailing wages is not excusable if the Consultant or subconsultant had knowledge of the obligations under the Labor Code. The Consultant is responsible for paying the appropriate rate, including any escalations that take place during the term of the Agreement. (iii) In addition to the penalty and pursuant to Labor Code §1775, the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Consultant or subconsultant. (iv) If a worker employed by a subconsultant on a public works project is not paid the general prevailing per diem wages by the subconsultant, the prime Consultant of the project is not liable for the penalties described above unless the prime Consultant had knowledge of that failure of the subconsultant to pay the specified prevailing rate of wages to those workers or -unless the prime Consultant fails to comply with all of the following requirements: (A) The Agreement executed between the Consultant and the subconsultant for the performance of work on public works projects shall include a copy of the requirements in Labor Code §§ 1771, 1775, 1776, 1777.5, 1813, and 1815. (B) The Consultant shall monitor the payment of the specified general prevailing rate of per diem wages by the subconsultant to the employees by periodic review of the certified payroll records of the subconsultant. (C) Upon becoming aware of the subconsultant's failure to pay the specified prevailing rate of wages to the subconsultant's workers, the Consultant shall diligently take corrective action to halt or rectify the 01007.0006/690783.2 B-4 failure, including but not limited to, retaining sufficient funds due the subconsultant for work performed on the public works project. (D) Prior to making final payment to the subconsultant for work performed on the public works project, the Consultant shall obtain an affidavit signed under penalty of perjury from the subconsultant that the subconsultant had paid the specified general prevailing rate of per diem wages to the subconsultant's employees on the public works project and any amounts due pursuant to Labor Code § 1813. (v) Pursuant to Labor Code § 1775, City shall notify the Consultant on a public works project within fifteen (15) calendar days of receipt of a complaint that a subconsultant has failed to pay workers the general prevailing rate of per diem wages. (vi) If City determines that employees of a subconsultant were not paid the general prevailing rate of per diem wages and if City did not retain sufficient money under the Agreement to pay those employees the balance of wages owed under the general prevailing rate of per diem wages, the Consultant shall withhold an amount of moneys due the subconsultant sufficient to pay those employees the general prevailing rate of per diem wages if requested by City. (g) Eight (8) hours labor constitutes a legal day's work. The Consultant shall forfeit, as a penalty to the City, twenty-five dollars ($25) for each worker employed in the execution of the Agreement by the Consultant or any of its subconsultants for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of the Labor Code, and in particular §§1810 to 1815 thereof, inclusive, except that work performed by employees in excess of eight (8) hours per day, and forty (40) hours during any one week, shall be permitted upon compensation for all hours worked in excess of eight (8) hours per day and forty (40) hours in any week, at not less than one and one-half (1.5) times the basic rate of pay, as provided in § 1815. (h) Employment of Apprentices (i) Where either the prime Agreement or the subagreement exceeds thirty thousand dollars ($30,000), the Consultant and any subconsultant under him or her shall comply with all applicable requirements of Labor Code §§ 1777.5, 1777.6 and 1777.7 in the employment of apprentices. (ii) Consultant and subconsultants are required to comply with all Labor Code requirements regarding the employment of apprentices, including mandatory ratios of journey level to apprentice workers. Prior to commencement of work, Consultant and subconsultants are advised to contact the DIR Division of Apprenticeship Standards website at https://www.dir.ca.gov/das/, for additional information regarding the employment of apprentices and for the specific journey- to- apprentice ratios for the Agreement work. The Consultant is responsible for 01007.0006/690783.2 B-5 all subconsultants' compliance with these requirements. Penalties are specified in Labor Code § 1777.7." III. A new Section 1.13, "Equipment Purchases and Other Capital Expenditures," is hereby added to read in its entirety as follows: "(a) Prior authorization in writing by City's Contract Administrator shall be required before Consultant enters into any unbudgeted purchase order, or subcontract exceeding five thousand dollars ($5,000) for supplies, equipment, or Consultant services. Consultant shall provide an evaluation of the necessity or desirability of incurring such costs. (b) For purchase of any item, service, or consulting work not covered in Consultant's approved cost proposal and exceeding five thousand dollars ($5,000), with prior authorization by City's Contract Administrator, three competitive quotations must be submitted with the request, or the absence of bidding must be adequately justified. (c) Any equipment purchased with funds provided under the terms of this Agreement is subject to the following: (1) Consultant shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of five thousand dollars ($5,000) or more. If the purchased equipment needs replacement and is sold or traded in, City shall receive a proper refund or credit at the conclusion of the Agreement, or if the Agreement is terminated, Consultant may either keep the equipment and credit City in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established City procedures; and credit City in an amount equal to the sales price. If Consultant elects to keep the equipment, fair market value shall be determined at Consultant's expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by City and Consultant, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by City. (2) Regulation 2 CFR Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than five thousand dollars ($5,000) is credited to the project." IV. A new Section 1.14, "Funding Requirements," is hereby added to read in its entirety as follows: "(a) It is mutually understood between the Parties that this Agreement may have been written before ascertaining the availability of funds or appropriation of funds, for the mutual benefit of both Parties, in order to avoid program and fiscal delays that would occur if the Agreement were executed after that determination was made. 01007.0006/690783.2 B-6 (b) This Agreement is valid and enforceable only, if sufficient funds are made available to City for the purpose of this Agreement. In addition, this Agreement is subject to any additional restrictions, limitations, conditions, or any statute enacted by the Congress, State Legislature, or City governing board that may affect the provisions, terms, or funding of this Agreement in any manner. (c) It is mutually agreed that if sufficient funds are not appropriated, this Agreement may be amended to reflect any reduction in funds. (d) City has the option to terminate the Agreement pursuant to Article 7, Enforcement of the Agreement and Termination, or by mutual agreement to amend the Agreement to reflect any reduction of funds." V. A new Section, 1.15, "Safety," is hereby added to read in its entirety as follows: "(a) Consultant shall comply with OSHA regulations applicable to Consultant regarding necessary safety equipment or procedures. Consultant shall comply with safety instructions issued by City's Public Works Construction Inspector Supervisor and other City representatives. Consultant personnel shall wear hard hats and safety vests at all times while working on the construction project site. (b) Pursuant to the authority contained in Vehicle Code §591, City has determined that such areas are within the limits of the project and are open to public traffic. Consultant shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. Consultant shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles." VI. A new Section 1.16, "National Labor Relations Board Certification," is hereby added to read in its entirety as follows: "In accordance with Public Contract Code §10296, Consultant hereby states under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against Consultant within the immediately preceding two-year period, because of Consultant's failure to comply with an order of a federal court that orders Consultant to comply with an order of the National Labor Relations Board." VII. Article 2, Compensation and Method of Payment, is hereby replaced with the following: "ARTICLE 2. ALLOWABLE COSTS AND PAYMENTS "2.1 Method of Pam The method of payment for this Agreement will be based on actual cost plus a fixed fee. City will reimburse Consultant for actual costs (including labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by Consultant in performance of the work. Consultant will 01007.0006/690783.2 B-7 not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimated costs set forth in the approved Consultant's cost proposal, unless additional reimbursement is provided for by Agreement amendment. In no event, will Consultant be reimbursed for overhead costs at a rate that exceeds City's approved overhead rate set forth in the cost proposal. In the event, that City determines that a change to the work from that specified in the cost proposal and Agreement is required, the Agreement time or actual costs reimbursable by City shall be adjusted by Agreement amendment to accommodate the changed work. The maximum total cost as specified in Section 2.9 of this Article shall not be exceeded, unless authorized by Agreement amendment. 2.2 Indirect Cost Rate. The indirect cost rate established for this Agreement is extended through the duration of this specific Agreement. Consultant's agreement to the extension of the 1 -year applicable period shall not be a condition or qualification to be considered for the work or Agreement award. 2.3 Fixed Fee. In addition to the allowable incurred costs, City will pay Consultant a fixed fee of $12,349.02. The fixed fee is nonadjustable for the term of the Agreement, except in the event of a significant change in the scope of work and such adjustment is made by Agreement amendment. 2.4 Reimbursement. Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved cost proposal. 2.5 Revised Milestone Cost Estimates. When milestone cost estimates are included in the approved cost proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from the Contract Officer before exceeding such cost estimate, 2.6 Progress Payments. Progress payments will be made monthly in arrears based on services provided and allowable incurred costs. A pro rata portion of Consultant's fixed fee will be included in the monthly progress payments. If Consultant fails to submit the required deliverable items according to the schedule set forth in Exhibit "A", Scope of Work, City shall have the right to delay payment or terminate this Agreement. 2.7 Approval of Work. No payment will be made prior to approval of any work, nor for any work performed prior to approval of this Agreement. 01007.0006/690783.2 B-8 2.8 Invoices. Consultant will be reimbursed promptly according to California Regulations upon receipt by City's Contract Administrator of itemized invoices in duplicate. Invoices shall be submitted no later than thirty (30) calendar days after the performance of work for which Consultant is billing. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved cost proposal and shall reference this Agreement number and project title. Final invoice must contain the final cost and all credits due City including any equipment purchased under the provisions of Section 1.13, Equipment Purchases. The final invoice should be submitted within sixty (60) calendar days after completion of Consultant's work. Invoices shall be mailed to City's Contract Officer at the following address: City of Carson 701 E. Carson Street, Carson, CA 90745 Attention: Ryan Kim /Engineering 2.9 Contract Sum. The total amount payable by City, including the fixed fee, shall not exceed ($169,537.00) (the "Contract Sum"). 2.10 Salary Increase. Salary increases will be reimbursable if the new salary is within the salary range identified in the approved cost proposal and is approved by City's Contract Administrator. 2.11 Reimbursable Salary Increases. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable. 2.13 Cost Principles and Administrative Requirements. (a) The Consultant agrees that 48 CFR Part 31, Contract Cost Principles and Procedures, shall be used to determine the allowability of individual terms of cost. (b) The Consultant also agrees to comply with Federal procedures in accordance with 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. (c) Any costs for which payment has been made to the Consultant that are determined by subsequent audit to be unallowable under 48 CFR Part 31 or 2 CFR Part 200 are subject to repayment by the Consultant to City. 01007.0006/690783.2 B-9 (d) When a Consultant or subconsultant is a Non -Profit Organization or an Institution of Higher Education, the Cost Principles for Title 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards shall apply." VIII. Section 3.4, "Inspection and Final Acceptance," is amended to read in its entirety as follows (additions in bold italics, deletions in stfikegffeugh): "Consultant and any subconsultant shall permit City, the State, and the FHWA to review and inspect the project activities and files at all reasonable times during the performance period of this Agreement. City may inspect and accept or reject any of Consultant's work under this Agreement, either during performance or when completed. City shall reject or finally accept Consultant's work within forty-five (45) days after submitted to City. City shall accept work by a timely written acceptance, otherwise work shall be deemed to have been rejected. City's acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as to amount to fraud. Acceptance of any work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Articles 1 and 5, pertaining to warranty and indemnification and insurance, respectively." IX. Section 3.5, "Term," is hereby replaced with the following: "3.5 Performance Period. (a) This Agreement shall go into effect on full execution hereof, contingent upon approval by City, and Consultant shall commence work after notification to proceed by City's Contract Administrator. The Agreement shall end on January 31, 2023 unless extended by Agreement amendment. (b) Consultant is advised that any recommendation for Agreement award is not binding on City until the Agreement is fully executed and approved by City." X. Section 4.5, "Prohibition Against Subcontracting or Assignment," is hereby amended to str-ilorthfeugh): read in its entirety as follows (additions in bold italics, deletions in "(a) 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. All subconsultants shall obtain, at its or Consultant's expense, such licenses, permits, registrations and approvals (including from the City) as may be required by law for the performance of any services or work under this Agreement. 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 01007.0006/690783.2 B-10 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. (b) Nothing contained in this Agreement or otherwise, shall create any contractual relation between the City and any subconsultants, and no subagreement shall relieve the Consultant of its responsibilities and obligations hereunder. The Consultant agrees to be as fully responsible to the City for the acts and omissions of its subconsultants and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Consultant. The Consultant's obligation to pay its subconsultants is an independent obligation from the City's obligation to make payments to the Consultant. (c) The Consultant shall perform the work contemplated with resources available within its own organization and no portion of the work shall be subcontracted without written authorization by City's Contract Officer, except that which is expressly identified in the Consultant's approved cost proposal. (d) Any sub -agreement entered into as a result of this Agreement shall contain all the provisions stipulated in this entire Agreement to be applicable to subconsultants unless otherwise noted. (e) Consultant shall pay its subconsultants within Fifteen (I5) calendar days from receipt of each payment made to the Consultant by the City. (f) Any substitution of subconsultants must be approved in writing by City's Contract Officer in advance of assigning work to a substitute subconsultant." XL Section, 5.1, "Insurance Coverages," is amended to rend in its entirety as follows (additions in bold italics, deletions in str-ilethyeugh): 5.1 Insurance Coverages. 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) Commercial General Liability Insurance (Occurrence Form CG0001 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. 01007.0006/690783.2 B-11 (b) Workers Compensation Insurance. A policy of workers 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 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 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 "any 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; �a m ust elude ^ e for- ^ ntraetu l liabili*z. 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 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) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit `B". (f) Subcontractors. Consultant shall include all subconsultants/subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. XII. Section 5.2, "General Insurance Requirements," is amended to read in its entirety as follows (additions in bold italics, deletions in stfiledffetigh): 5.2 General Insurance Requirements. All of the above policies of insurance afforded Additional Insureds 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 non -renewed 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 01007.0006/690783.2 B-12 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. , 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] Agent's Initials 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. 01007.0006/690783.2 B-13 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. XIII. Section 5.3, "Indemnification," is hereby amended to add the following to the end of the fifth paragraph: "In addition, Consultant shall defend, indemnify and hold harmless the Indemnified Parties from any claim or liability arising out of any failure or alleged failure to comply with California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq." XIV. Section 5.4, "Performance and Labor Bonds," is hereby deleted in its entirety. XV. A new Section 5.8, "Claims Filed by City's Construction Contractor," is hereby added to read in its entirety as follows: "(a) If claims are filed by City's construction contractor relating to work performed by Consultant's personnel, and additional information or assistance from Consultant's personnel is required in order to evaluate or defend against such claims; Consultant agrees to make its personnel available for consultation with City's construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings. (b) Consultant's personnel that City considers essential to assist in defending against construction contractor claims will be made available on reasonable notice from City. Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for Consultant's personnel services under this Agreement. (c) Services of Consultant's personnel in connection with City's construction contractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this Agreement in order to resolve the construction claims." XVI. Section 6.2, "Reports," is hereby replaced with the following: "6.2 Consultant's Reports or Meetings. (a) Consultant shall submit progress reports at least once a month. The report should be sufficiently detailed for the City's Contract Officer to determine, if Consultant is performing to expectations, or is on schedule; to provide communication of interim findings, and to sufficiently address any difficulties or special problems encountered, so remedies can be developed. 01007.0006/690783.2 B-14 (b) Consultant's Project Manager shall meet with City's Contract Officer, as needed, to discuss progress on the Agreement. (c) 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." XVII. Section 6.3, "Ownership of Documents," is hereby amended to read in its entirety as follows (additions in bold italics, deletions in stfikethfeugh): "(a) 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 an unrestricted 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. (b) Additionally, it is agreed that the Parties intend this to be an Agreement for services and each considers the products and results of the services to be rendered by Consultant hereunder to be work made for hire. Consultant acknowledges and agrees that the work (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of City without restriction or limitation upon its use or dissemination by City. (c) Nothing herein shall constitute or be construed to be any representation by Consultant that the work product is suitable in anyway for any other project except the one detailed in this Contract. Any reuse by City for another project or project location shall be at City's sole risk. 01007.0006/690783.2 B-15 (d) Applicable patent rights provisions regarding rights to inventions shall be included in the contracts as appropriate (48 CFR 27 Subpart 27.3 - Patent Rights under Government Contracts for federal -aid contracts). (e) City may permit copyrighting reports or other agreement products. If copyrights are permitted; the Agreement shall provide that the FIIWA shall have the royaltyfree nonexclusive and irrevocable right to reproduce, publish, or otherwise use, and to authorize others to use, the work for government purposes." XVIII. Section 6.4, "Confidentiality and Release of Information," is hereby amended to read in its entirety as follows (additions in bold italics, deletions in stfiledffeugh): "(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 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. (e) Permission to disclose information on one occasion, or public hearing held by City relating to the Agreement, shall not authorize Consultant to further disclose such information, or disseminate the same on any other occasion. 01007.0006/690783.2 B-16 (fi Consultant shall not comment publicly to the press or any other media regarding the Agreement or City's actions on the same, except to City's staff, Consultant's own personnel involved in the performance of this Agreement, at public hearings, or in response to questions from a Legislative committee. (g) Consultant shall not issue any news release or public relations item of any nature, whatsoever, regarding work performed or to be performed under this Agreement without prior review of the contents thereof by City, and receipt of City's written permission. (h) All information related to the construction estimate is confidential, and shall not be disclosed by Consultant to any entity, other than City, Caltrans, and/or FHWA. All of the materials prepared or assembled by Consultant pursuant to performance of this Contract are confidential and Consultant agrees that they shall not be made available to any individual or organization without the prior written approval of City or except by court order. If Consultant or any of its officers, employees, or subconsultants does voluntarily provide information in violation of this Contract, City has the right to reimbursement and indemnity from Consultant for any damages caused by Consultant releasing the information, including, but not limited to, City's attorney's fees and disbursements, including without limitation experts' fees and disbursements." XIX. A new Section 6.5, "Retention of State Records/Audits," is hereby added to read in its entirety as follows: "For the purpose of determining compliance with Gov. Code § 8546.7, the Consultant, subconsultants, and City shall maintain all books, documents, papers, accounting records, Independent CPA Audited Indirect Cost Rate workpapers, and other evidence pertaining to the performance of the Agreement including, but not limited to, the costs of administering the Agreement. All parties, including the Consultant's Independent CPA, shall make such workpapers and materials available at their respective offices at all reasonable times during the Agreement period and for three (3) years from the date of final payment under the Agreement. City, Caltrans Auditor, FHWA, or any duly authorized representative of the Federal government having jurisdiction under Federal laws or regulations (including the basis of Federal funding in whole or in part) shall have access to any books, records, and documents of the Consultant, subconsultants, and the Consultant's Independent CPA, that are pertinent to the Agreement for audits, examinations, workpaper review, excerpts, and transactions, and copies thereof shall be furnished if requested without limitation." XX. A new Section 6.6, "Audit Review Procedures," is hereby added to read in its entirety as follows: 33 (a) Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not disposed of by Agreement, shall be reviewed by City's Finance Director. 01007.0006/690783.2 B-17 (b) Not later than thirty (30) calendar days after issuance of the final audit report, Consultant may request a review by City's Finance Director of unresolved audit issues. The request for review will be submitted in writing. (c) Neither the pendency of a dispute nor its consideration by City will excuse Consultant from full and timely performance, in accordance with the terms of this Agreement. (d) Consultant and subconsultant Agreements, including Cost proposals and Indirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an Agreement audit, an incurred cost audit, an ICR Audit, or a CPA ICR audit work paper review. If selected for audit or review, the Agreement, bid/cost proposal, and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is Consultant's responsibility to ensure federal, City, or local government officials are allowed full access to the CPA's work papers including making copies as necessary. The Agreement, bid/cost proposal, and ICR shall be adjusted by Consultant and approved by City Contract Officer to conform to the audit or review recommendations. Consultant agrees that individual terms of costs identified in the audit report shall be incorporated into the Agreement by this reference if directed by City at its sole discretion. Refusal by Consultant to incorporate audit or review recommendations, or to ensure that the federal, City, or local governments have access to CPA work papers, will be considered a breach of Agreement terms and cause for termination of the Agreement and disallowance of prior reimbursed costs. (e) Consultant's cost proposal may be subject to a CPA ICR Audit Work Paper Review and/or audit by Caltrans Audits and Investigation (A&I). Caltrans A&I, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The cost proposal shall be adjusted by the Consultant and approved by the City Contract Officer to conform to the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report. Refusal by the Consultant to incorporate the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report will be considered a breach of the Agreement terms and cause for termination of the Agreement and disallowance of prior reimbursed costs. (i) During Caltrans A&I's review of the ICR audit work papers created by the Consultant's independent CPA, Caltrans A&I will work with the CPA and/or Consultant toward a resolution of issues that arise during the review. Each party agrees to use its best efforts to resolve any audit disputes in a timely manner. If Caltrans A&I identifies significant issues during the review and is unable to issue a cognizant approval letter, City will reimburse the Consultant at an accepted ICR until a FAR (Federal Acquisition Regulation) compliant ICR {e.g. 48 CFR Part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with procedures and guidelines of the American Association of State Highways and Transportation 01007.0006/690783.2 B-18 Officials (AASHTO) Audit Guide; and other applicable procedures and guidelines}is received and approved by A&I. Accepted rates will be as follows: (A) If the proposed rate is less than one hundred fifty percent (150%) - the accepted rate reimbursed will be ninety percent (90%) of the proposed rate. (B) If the proposed rate is between one hundred fifty percent (150%) and two hundred percent (200%) - the accepted rate will be eighty-five percent (85%) of the proposed rate. (C) If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate. (ii) If Caltrans A&I is unable to issue a cognizant letter per paragraph (i) above, Caltrans A&I may require Consultant to submit a revised independent CPA -audited ICR and audit report within three (3) months of the effective date of the management letter. Caltrans A&I will then have up to six (6) months to review the Consultant's and/or the independent CPA's revisions. (iii) If the Consultant fails to comply with the provisions of this paragraph (e), or if Caltrans A&I is still unable to issue a cognizant approval letter after the revised independent CPA audited ICR is submitted, overhead cost reimbursement will be limited to the accepted ICR that was established upon initial rejection of the ICR and set forth in paragraph (i) above for all rendered services. In this event, this accepted ICR will become the actual and final ICR for reimbursement purposes under this Agreement. (iv) Consultant may submit to City final invoice only when all of the following items have occurred: (1) Caltrans A&I accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this Agreement has been completed to the satisfaction of City; and, (3) Caltrans A&I has issued its final ICR review letter. The Consultant MUST SUBMIT ITS FINAL INVOICE TO City no later than sixty (60) calendar days after occurrence of the last of these items. The accepted ICR will apply to this Agreement and all other agreements executed between City and the Consultant, either as a prime or subconsultant, with the same fiscal period ICR." XXI. A new Section 6.7, "Evaluation of Consultant," is hereby added to read in its entirety as follows: "Consultant's performance will be evaluated by City. A copy of the evaluation will be sent to Consultant for comments. The evaluation together with the comments shall be retained as part of the Agreement record." 01007.0006/690783.2 B-19 XXII. Section 7.3, "Retention of Funds," is hereby replaced with the following: "No retainage will be held by the City from progress payments due the Consultant. Any retainage held by the Consultant or subconsultants from progress payments due subconsultants shall be promptly paid in full to subconsultants within thirty (30) calendar days after the subconsultant's work is satisfactorily completed. Federal law (49 CFR §26.29) requires that any delay or postponement of payment over thirty (30) calendar days may take place only for good cause and with the City's prior written approval. Any violation of this provision shall subject the violating Consultant or subconsultant to the penalties, sanctions and other remedies specified in Business and Professions Code §7108.5. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the Consultant or subconsultant in the event of a dispute involving late payment or nonpayment by the Consultant, deficient subconsultant performance, or noncompliance by a subconsultant. This provision applies to both DBE and non -DBE Consultant and subconsultants." XXIII. Section 7.6, "Legal Action," is hereby amended to read in its entirety as follows (additions in bold italics, deletions in str-ilethfough): "(a) 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 claim pursuant to Government Code Sections 905 et seq. and 910 et. seq., in order to pursue a legal action under this Agreement. (b) Notwithstanding subsection (a), prior to either parry commencing any legal action under this Agreement, the parties agree to try in good faith to settle any dispute amicably between them. If a dispute has not been settled after forty-five (45) days of good faith negotiations and as may be otherwise provided herein, then either party may commence legal action against the other (subject to the claim filing requirement in subsection (a) for Consultant). (c) Any dispute, other than audit, concerning a question of fact arising under this Agreement that is not disposed of by agreement shall be decided by a committee consisting of City's Contract Officer and City Manager, who may consider written or verbal information submitted by Consultant. (d) Not later than thirty (30) calendar days after completion of all deliverables necessary to complete the plans, specifications and estimate, Consultant may request review by City's City Council of unresolved claims or disputes, other than audit. The request for review will be submitted in writing. (e) Neither the pendency of a dispute, nor its consideration by the committee will excuse Consultant from full and timely performance in accordance with the terms of this Agreement. " 01007.0006/690783.2 B-20 XXIV. Section 7.8, "Termination Prior to Expiration of Term," is hereby replaced with the following: "7.8 Termination. (a) This Agreement may be terminated by City, provided that City gives not less than thirty (30) calendar days' written notice (delivered by certified mail, return receipt requested) of intent to terminate. Upon termination, City shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not, and in accordance with Section 15, Property of City. (b) City may temporarily suspend this Agreement, at no additional cost to City, provided that Consultant is given written notice (delivered by certified mail, return receipt requested) of temporary suspension. If City gives such notice of temporary suspension, Consultant shall immediately suspend its activities under this Agreement. A temporary suspension may be issued concurrently with the notice of termination. (c) Notwithstanding subsection (a) or any other provision of this Agreement, Consultant shall not be relieved of liability to City for damages sustained by City by virtue of any breach of this Agreement by Consultant, and City may withhold any payments due to Consultant until such time as the exact amount of damages, if any, due City from Consultant is determined. (d) In the event of termination, Consultant shall be compensated as provided for in this Agreement, except as provided in Section 1.13(c)." XXV. Section 8.2, "Conflict of Interest," is hereby replaced with the following: "(a) During the term of this Agreement, Consultant shall disclose any financial, business, or other relationship with City that may have an impact upon the outcome of this Agreement or any ensuing City construction project. The Consultant shall also list current clients who may have a financial interest in the outcome of this Agreement or any ensuing City construction project which will follow. (b) Consultant certifies that it has disclosed to City any actual, apparent, or potential conflicts of interest that may exist relative to the services to be provided pursuant to this Agreement. Consultant agrees to advise City of any actual, apparent or potential conflicts of interest that may develop subsequent to the date of execution of this Agreement. Consultant further agrees to complete any statements of economic interest if required by either City ordinance or State law. (c) Consultant hereby certifies that it does not now have nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement. 01007.0006/690783.2 B-21 (d) Consultant hereby certifies the Consultant or subconsultant and any firm affiliated with the Consultant or subconsultant that bids on any construction contract or on any agreement to provide construction inspection for any construction project resulting from this Agreement, has established necessary controls to ensure a conflict of interest does not exist. An affiliated firm is one which is subject to the control of the same persons, through joint ownership or otherwise." XXVI. Section 8.3, "Covenant Against Discrimination," is hereby replaced with the following: "8.3 Non -Discrimination Clause and Statement of Compliance. (a) Consultant's signature affixed herein and dated shall constitute a certification under penalty of perjury under the laws of the State of California that Consultant has, unless exempt, complied with the nondiscrimination program requirements of Gov. Code §12990 and 2 CCR § 8103. (b) During the performance of this Agreement, Consultant and its subconsultants shall not deny the Agreement's benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. (c) Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code § 12990 et seq.), the applicable regulations promulgated there under (2 CCR § 11000 et seq.), the provisions of Gov. Code § § 11135- 11139.5, and the regulations or standards adopted by City to implement such article. The applicable regulations of the Fair Employment and Housing Commission implementing Gov. Code §12990 (a -f), set forth 2 CCR §§8100-8504, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. (d) Consultant shall permit access by representatives of the Department of Fair Employment and Housing and the City upon reasonable notice at any time during the normal business hours, but in no case less than twenty-four (24) hours' notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or City shall require to ascertain compliance with this clause. (e) Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. 01007.0006/690783.2 B-22 (f) Consultant shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement. (g) Consultant, with regard to the work performed under this Agreement, shall act in accordance with Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the United States shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest. (h) Consultant shall comply with regulations relative to non-discrimination in federally -assisted programs of the U.S. Department of Transportation (49 CFR Part 21 - Effectuation of Title VI of the Civil Rights Act of 1964). Specifically, Consultant shall not participate either directly or indirectly in the discrimination prohibited by 49 CFR §21.5, including employment practices and the selection and retention of subconsultants." XXVII. A new Section 8.5, "Rebates, Kickbacks, or Other Unlawful Consideration," is hereby added to read in its entirety as follows: "Consultant warrants that this Agreement was not obtained or secured through rebates, kickbacks or other unlawful consideration either promised or paid to any City employee. For breach or violation of this warranty, City shall have the right, in its discretion, to terminate this Agreement without liability, to pay only for the value of the work actually performed, or to deduct from this Agreement price or otherwise recover the full amount of such rebate, kickback or other unlawful consideration." XXVIII. A new Section 8.6, "Debarment and Suspension Certification," is hereby added to read in its entirety as follows: 1E (a) The Consultant's signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California, that the Consultant or any person associated therewith in the capacity of owner, partner, director, officer or manager: (i) Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; (ii) Has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; (iii) Does not have a proposed debarment pending; and 01007.0006/690783.2 B-23 (iv) Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. (b) Any exceptions to this certification must be disclosed to City. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining responsibility. Disclosures must indicate the party to whom the exceptions apply, the initiating agency, and the dates of agency action. (c) Exceptions to the Federal Government Excluded Parties List System maintained by the U.S. General Services Administration are to be determined by FHWA." XXIX. A new Section 8.7, "Disadvantaged Business Enterprises (DBE) Participation," is hereby added to read in its entirety as follows: CC (a) This Agreement is subject to 49 CFR Part 26 entitled "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs". Consultant who enter into a federally -funded agreement will assist the City in a good faith effort to achieve California's statewide overall DBE goal. (b) The goal for DBE participation for this Agreement is 11.6%. Participation by DBE Consultant or subconsultants shall be in accordance with information contained in Exhibit 10-01: Consultant Proposal DBE Commitment, or in Exhibit 10-02: Consultant Contract DBE Commitment attached hereto and incorporated as part of the Agreement. If a DBE subconsultant is unable to perform, Consultant must make a good faith effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met. (c) Consultant can meet the DBE participation goal by either documenting commitments to DBEs to meet the Agreement goal, or by documenting adequate good faith efforts to meet the Agreement goal. An adequate good faith effort means that the Consultant must show that it took all necessary and reasonable steps to achieve a DBE goal that, by their scope, intensity, and appropriateness to the objective, could reasonably be expected to meet the DBE goal. If Consultant has not met the DBE goal, complete and submit Exhibit 15-H: DBE Information — Good Faith Efforts to document efforts to meet the goal. Refer to 49 CFR Part 26 for guidance regarding evaluation of good faith efforts to meet the DBE goal. (d) DBEs and other small businesses, as defined in 49 CFR Part 26 are encouraged to participate in the performance of Agreements financed in whole or in part with federal funds. The City, Consultant or subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Consultant shall carry out applicable requirements of 49 CFR part 26 in the award and administration of DOT -assisted contracts. Failure by the Consultant to carry out these requirements is a material breach of this Agreement, which may result in the termination 01007.0006/690783.2 B-24 of this Agreement or such other remedy as the City deems appropriate, which may include, but is not limited to: (i) Withholding monthly progress payments; (ii) Assessing sanctions; (iii) Liquidated damages; and/or (iv) Disqualifying the contractor from future bidding as non - responsible (e) A DBE firm may be terminated only with prior written approval from City and only for the reasons specified in 49 CFR §26.53(f). Prior to requesting City consent for the termination, Consultant must meet the procedural requirements specified in 49 CFR §26.53(f). If a DBE subconsultant is unable to perform, Consultant must make a good faith effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met. (f) Consultant shall not be entitled to any payment for such work or material unless it is performed or supplied by the listed DBE or by other forces (including those of Consultant) pursuant to prior written authorization of the City's Contract Officer. (g) A DBE is only eligible to be counted toward the Agreement goal if it performs a commercially useful function (CUF) on the Agreement. CUF must be evaluated on an agreement by agreement basis. A DBE performs a CUF when it is responsible for execution of the work of the Agreement and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a CUF, the DBE must also be responsible, with respect to materials and supplies used on the Agreement, for negotiating price, determining quality and quantity, ordering the material and installing (where applicable), and paying for the material itself. To determine whether a DBE is performing a CUF, evaluate the amount of work subcontracted, industry practices, whether the amount the firm is to be paid under the Agreement is commensurate with the work it is actually performing, and other relevant factors. (h) A DBE does not perform a CUF if its role is limited to that of an extra participant in a transaction, Agreement, or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate. (i) If a DBE does not perform or exercise responsibility for at least thirty percent (30%) of the total cost of its Agreement with its own work force, or the DBE subcontracts a greater portion of the work of the Agreement than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a CUF. 01007.0006/690783.2 B-25 (j) Consultant shall maintain records of materials purchased or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier. The records shall show the date of payment and the total dollar figure paid to all firms. DBE prime Consultants shall also show the date of work performed by their own forces along with the corresponding dollar value of the work. (k) Upon completion of the Agreement, a summary of these records shall be prepared and submitted on the form entitled, Exhibit 17-F: Final Report -Utilization of Disadvantaged Business Enterprise (DBE) First -Tier subcontractors, certified correct by Consultant or Consultant's authorized representative and shall be furnished to the Contract Officer with the final invoice. Failure to provide the summary of DBE payments with the final invoice will result in twenty-five percent (25%) of the dollar value of the invoice being withheld from payment until the form is submitted. The amount will be returned to Consultant when a satisfactory "Final Report -Utilization of Disadvantaged Business Enterprises (DBE), First -Tier Subconsultants" is submitted to the Contract Officer. (1) If a DBE subconsultant is decertified during the life of the Agreement, the decertified subconsultant shall notify Consultant in writing with the date of decertification. If a subconsultant becomes a certified DBE during the life of the Agreement, the subconsultant shall notify Consultant in writing with the date of certification. Any changes should be reported to City's Contract Officer within thirty (30) calendar days. (m) Any subcontract entered into as a result of this Agreement shall contain all of the provisions of this section." XXX. A new Section 8.8, "Contingent Fee," is hereby added to read in its entirety as follows: "Consultant warrants, by execution of this Agreement that no person or selling agency has been employed, or retained, to solicit or secure this Agreement upon an agreement or understanding, for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees, or bona fide established commercial or selling agencies maintained by Consultant for the purpose of securing business. For breach or violation of this warranty, City has the right to annul this Agreement without liability; pay only for the value of the work actually performed, or in its discretion to deduct from the Agreement price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee." 01007.0006/690783.2 B-26 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant's compensation for the services shall be in accordance with Consultant's 10-H1 Cost Proposal, which is attached, together with Consultant's 10-01 and 10- 02 DBE Commitment forms showing DBE participation meeting the goal set forth in Section 8.7, as Exhibit C-1. II. The City will compensate Consultant for the services performed upon submission of a valid invoice. Each invoice is to include, including all information required by Section 2.8: 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. III. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. IV. The total compensation for the services shall not exceed the Contract Sum as provided in Section 2.9 of this Agreement. 01007.0006/690783.2 C-1 Local Assistance Procedures Manual EXHIBIT 10-H1 Cost Proposal EXHIBIT 10-H1 COST PROPOSAL PAGE 1 OF 3 ACTUAL COST -PLUS -FIXED FEE OR LUMP SUM (FIRM FIXED PRICE) CONTRACTS (DESIGN, ENGINEERING AND ENVIRONMENTAL STUDIES) Note: Mark-ups are Not Allowed El Prime Consultant ❑ Subconsultant ❑ 2nd Tier Subconsultant Consultant ADVANTEC Consulting Engineers, Inc. Project No. 1649 Contract No. HSIP-5403(030) DIRECT LABOR Date 12/10/2020 Classification/Title Name hours Actual Hourly Rate Total Carlos Ortiz, PE, TE, PTOE* 10 $120.20 $1,202.00 Wayne Ko, PE, TE, PTOE * 146 $70.00 $10,220.00 John Dorado, PE* 32 $76.92 $2,461.52 Roy Null, PE 60 $75.00 $4,500.00 Ron Stone, PE 96 $53.56 $5,141.76 Enrique Biche 98 $48.08 $4,711.55 Madeline Harriot 60 $33.65 $2,019.00 Vivian Sy 107 $28.85 $3,087.16 Catlynn Godoy 202 $24.04 $4,856.08 Kevin Acuna 184 $28.85 $5,308.77 David Declue 136 $31.00 $4,216.00 LABOR COSTS a) Subtotal Direct Labor Costs b) Anticipated Salary Increases (see page 2 for calculation) INDIRECT COSTS $47,723.84 $0.00 c) TOTAL DIRECT LABOR COSTS [(a) + (b)] $47,723.84 d) Fringe Benefits (Rate: -% ) e) Total Fringe Benefits [(c) x (d)] $- f) Overhead & G&A (Rate: -% ) g) Overhead [(c) x (f)] $- h) General and Administrative (Rate: W/o ) i) Gen & Admin [(c) x (h)] $� j) Total Indirect Costs [(e) + (g) + (i)] $75,766.37 FIXED FEE k) TOTAL FIXED PROFIT [(c) + (j)] x fixed fee 10.00% ] $12,349.02 1) CONSULTANT'S OTHER DIRECT COSTS (ODC) - ITEMIZE (Add adiditonal pages if necessary) Description Quantity Unit Unit Cost Total Mileage Costs 1635 mile $0.575 $940.00 Printing 500 page $0.50 $250.00 Plan Sheets 20 $20.00 $400.00 Caltrans Permit 1 1$300.00 $300.00 1) TOTAL OTHER DIRECT COSTS $1,890.00 m) SUBCONSULTANTS' COSTS (Add additional pages if necessary) Subconsultant 1: BESS $11,800.00 Subconsultant 2: CL Surveying & Mapping $17,807.54 Subconsultant 3: Counts Unlimited $2,200.00 Subconsultant 4: $0.00 m) TOTAL SUBCONSULTANTS' COSTS $31,807.54 n) TOTAL OTHER DIRECT COSTS INCLUDING SUBCONSULTANTS [(1) + (m)] $33,697.54 TOTAL COST [(c) + 0) + (k) + (n)] $169,536.77 NOTES: 1. Key personnel must be marked with an asterisk (*) and employees that are subject to prevailing wage requirements must be marked with two asterisks (**). All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals. January 2020 EXHIBIT C-1(1) Local Assistance Procedures Manual EXHIBIT 10-H1 2. The cost proposal format shall not be amended. Indirect cost rates shall be updated on an annual basis in accordance with the consultant's annual accounting period and established by a cognizant agency or accepted by Caltrans. 3. Anticipated salary increases calculation (page 2) must accompany. January 2020 EXHIBIT C-1 (2) Local Assistance Procedures Manual EXHIBIT 10-H1 Cost Proposal EXHIBIT 10-H1 COST PROPOSAL PAGE 2 OF 3 ACTUAL COST -PLUS -FIXED FEE OR LUMP SUM (FIRM FIXED PRICE) CONTRACTS (DESIGN, ENGINEERING AND ENVIRONMENTAL STUDIES) 1. Calculate Average Hourly Rate for 1st year of the contract (Direct Labor Subtotal divided by total hours) Direct Labor Subtotal per Cost Total Hours per Cost 5 Year Contract Proposal Proposal Avg Hourly Rate Duration $47,723.84 1131 = $42.20 Year 1 Avg Hourly Rate 2. Calculate hourly rate for all years (Increase the Average Hourly Rate for a year by proposec 3. Calculate estimated hours per year (Multiply estimate % each year by total hours) Avg Hourly Rate Proposed Escalation Total Hours Year 1 $42.20 + 0% _ $42.20 Year 2 Avg Hourly Rate Year 2 $42.20 + 0% _ $42.20 Year 3 Avg Hourly Rate Year 3 $42.20 + 0% _ $42.20 Year 4 Avg Hourly Rate Year 4 $42.20 + 0% _ $42.20 Year 5 Avg Hourly Rate 3. Calculate estimated hours per year (Multiply estimate % each year by total hours) 4. Calculate Total Costs including Escalation (Multiply Average Hourly Rate by the number of Estimated % Total Hours Total Hours Completed Each Year per Cost Proposal per Year (calculated above) (calculated above) Year 1 20.00% * 1131.00 = 226.20 Estimated Hours Year 1 Year 2 20.00% 1131.00 = 226.20 Estimated Hours Year 2 Year 3 20.00% * 1131.00 = 226.20 Estimated Hours Year 3 Year 4 20.00% * 1131.00 = 226.20 Estimated Hours Year 4 Year 5 20.00% * 1131.00 = 226.20 Estimated Hours Year 5 Total 100% Total = 1131.00 4. Calculate Total Costs including Escalation (Multiply Average Hourly Rate by the number of NOTES: 1. This is not the only way to estimate salary increases. Other methods will be accepted if they clearly indicate the % increase, the # of years of the contract, and a breakdown of the labor to be performed each year. 2. An estimation that is based on direct labor multiplied by salary increase % multiplied by the # of years is not acceptable. (i.e. $250,000 x 2% x 5 yrs = $25,000 is not an acceptable methodology) 3. This assumes that one year will be worked at the rate on the cost proposal before salary increases are granted. 4. Calculations for anticipated salary escalation must be provided. January 2020 EXHIBIT C-1 (3) Avg Hourly Rate Estimated hours Cost per Year (calculated above) (calculated above) Year 1 $42.20 226 = $9,544.77 Estimated Hours Year 1 Year 2 $42.20 * 226 = $9,544.77 Estimated Hours Year 2 Year 3 $42.20 * 226 = $9,544.77 Estimated Hours Year 3 Year 4 $42.20 226 = $9,544.77 Estimated Hours Year 4 Year 5 $42.20 226 = $9,544.77 Estimated Hours Year 5 Total Direct Labor Cost with Escalation = $47,723.84 Direct Labor Subtotal before Escalation = $47,723.84 Estimated total of Direct Labor Salary Increase = $0.00 Transfer to Page 1 NOTES: 1. This is not the only way to estimate salary increases. Other methods will be accepted if they clearly indicate the % increase, the # of years of the contract, and a breakdown of the labor to be performed each year. 2. An estimation that is based on direct labor multiplied by salary increase % multiplied by the # of years is not acceptable. (i.e. $250,000 x 2% x 5 yrs = $25,000 is not an acceptable methodology) 3. This assumes that one year will be worked at the rate on the cost proposal before salary increases are granted. 4. Calculations for anticipated salary escalation must be provided. January 2020 EXHIBIT C-1 (3) Local Assistance Procedures Manual EXHIBIT 10-H1 Cost Proposal EXHIBIT 10-H1 COST PROPOSAL PAGE 3 OF 3 Certification of Direct Costs: I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this conract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the 1. Generally Accepted Accounting Principles (GAAP) 2. Terms and conditions on the contract 3. Title 23 United States Code Section 112 - Letter of Contracts 4. 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures 5. 23 Code of Federal Regulartions Part 172 - Procurement, Management, and Administration of Engineering and Desgin Related Service 6. 48 Code of Federal Regulartions Part 9904 - Cost Accounting Standards Board (when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Local governments are responsible for applying only cognizant agency approved or Caltrans accepted Indirect Cost Rate(s). Prime Consultant or Subconsultant Certifying: Name: Carlos Ortiz / Title *: Chief Operating Officer Signature: Date of Certification (mm/dd/yyyy): Email: cortiz@advantec-usa.com Phone Number: 949-861-4999 Address: 445 S. Figueroa St., 31 st Floor, Los Angeles, CA 90071 12/10/2020 * An individual executive or financial officer of the consultant's or subconsultant's organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract. List services the consultant is providing under the proposed contract: Traffic Engineering Civil/Public Works Engineering January 2020 EXHIBIT C-1_(4) Local Assistance Procedures Manual Exhibit 10-01 Consultant Pronosal DBE Commitment 1. Local Agency: EXHIBIT 10-01 CONSULTANT PROPOSAL DBE COMMITMENT City of Carson 3. Project Description: Traffic Signal Design Services 4. Project Location: 6 intersections in Carson, CA 5. Consultant's Name: ADVANTEC Consulting Engineers, Inc. 2. Contract DBE Goal: 11.6% 6. Prime Certified DBE: Ft/ 7. Description of Work, Service, or Materials Supplied 8• DBE Certification Number 9. DBE Contact Information 10. DBE % Prime Consultant, Traffic Engineering g g 30139 Carlos Oriz, 949-861-4999; cortiz@advantec-usa.com 81.24 Land Surveying 38284 Daniel Calvillo 909484-4200; 10.50 dan@cl-survey.com Local Agency to Complete this Section 11. TOTAL CLAIMED DBE PARTICIPATION 91.74 % 17. Local Agency Contract Number: 18. Federal -Aid Project Number: 19. Proposed Contract Execution Date: 20. Consultant's Ranking after Evaluation: IMPORTANT: Identify all DBE firms being claimed for credit, Local Agency certifies that all DBE certifications are valid and information on this form is complete and accurate. regardless of tier. vv , onfirmation of each listed DBE is required. f 12/10/2020 12. r a er's Signature 13. Date Carlos Oritz 949-861-4999 14. Preparer's Name 15. Phone COO 16. Preparer's Title DISTRIBUTION: Original — Included with consultant's proposal to local agency. ADA Notice: For individuals with sensory disabilities, this document is available in alternate formats. For information call (916) 654-6410 or TDD (916) 654- 3880 or write Records and Forms Management, 1120 N Street, MS -89, Sacramento, CA 95814. LPP 18-01 EXHIBIT C-1 (5) January 2019 Local Assistance Procedures Manual Exhibit 10-01 Consultant Proposal DBE Commitment INSTRUCTIONS — CONSULTANT PROPOSAL DBE COMMITMENT CONSULTANT SECTION 1. Local Agency - Enter the name of the local or regional agency that is funding the contract. 2. Contract DBE Goal - Enter the contract DBE goal percentage as it appears on the project advertisement. 3. Project Location - Enter the project location as it appears on the project advertisement. 4. Project Description - Enter the project description as it appears on the project advertisement (Bridge Rehab, Seismic Rehab, Overlay, Widening, etc.). 5. Consultant's Name - Enter the consultant's firm name. 6. Prime Certified DBE - Check box if prime contractor is a certified DBE. 7. Description of Work, Services, or Materials Supplied - Enter description of work, services, or materials to be provided. Indicate all work to be performed by DBEs including work performed by the prime consultant's own forces, if the prime is a DBE. If 100% of the item is not to be performed or furnished by the DBE, describe the exact portion to be performed or furnished by the DBE. See LAPM Chapter 9 to determine how to count the participation of DBE firms. 8. DBE Certification Number - Enter the DBE's Certification Identification Number. All DBEs must be certified on the date bids are opened. 9. DBE Contact Information - Enter the name, address, and phone number of all DBE subcontracted consultants. Also, enter the prime consultant's name and phone number, if the prime is a DBE. 10. DBE % - Percent participation of work to be performed or service provided by a DBE. Include the prime consultant if the prime is a DBE. See LAPM Chapter 9 for how to count full/partial participation. 11. Total Claimed DBE Participation % - Enter the total DBE participation claimed. If the total % claimed is less than item "Contract DBE Goal," an adequately documented Good Faith Effort (GFE) is required (see Exhibit 15-H DBE Information - Good Faith Efforts of the LAPM). 12. Preparer's Signature - The person completing the DBE commitment form on behalf of the consultant's firm must sign their name. 13. Date - Enter the date the DBE commitment form is signed by the consultant's preparer. 14. Preparer's Name - Enter the name of the person preparing and signing the consultant's DBE commitment form. 15. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 16. Preparer's Title - Enter the position/title of the person signing the consultant's DBE commitment form. LOCAL AGENCY SECTION 17. Local Agency Contract Number - Enter the Local Agency contract number or identifier. 18. Federal -Aid Project Number - Enter the Federal -Aid Project Number. 19. Proposed Contract Execution Date - Enter the proposed contract execution date. 20. Consultant's Ranking after Evaluation — Enter consultant's ranking after all submittals/consultants are evaluated. Use this as a quick comparison for evaluating most qualified consultant. 21. Local Agency Representative's Signature - The person completing this section of the form for the Local Agency must sign their name to certify that the information in this and the Consultant Section of this form is complete and accurate. 22. Date - Enter the date the DBE commitment form is signed by the Local Agency Representative. 23. Local Agency Representative's Name - Enter the name of the Local Agency Representative certifying the consultant's DBE commitment form. 24. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 25. Local Agency Representative Title - Enter the position/title of the Local Agency Representative certifying the consultant's DBE commitment form. LPP 18-01 EXHIBIT C-1 (6) January 2019 Local Assistance Procedures Manual Exhibit 10-02 Consultant Contract DBE Commitment EXHIBIT 10-02 CONSULTANT CONTRACT DBE COMMITMENT 1. Local Agency: City of Carson 3. Project Description: Traffic Signal Design Services 4. Project Location: 6 intersections in Carson, CA 5. Consultant's Name: ADVANTEC Consulting Engineers, Inc. 6. Prime Certified DBE: W 7. Total Contract Award Amount: $169,536.77 8. Total Dollar Amount for ALL Subconsultants: $17,807.54 9. Total Number of ALL Subconsultants: 2 2. Contract DBE Goal: 11.6% 10. Description of Work, Service, or Materials Supplied 11. DBE Certification Number 12. DBE Contact Information 13. DBE Dollar Amount Prime Consultant, Traffic Engineering 30139 Leo Leo, 949-861-4999; leolee@advantec-usa.com $137,729.23 Land Surveying 38284 Daniel Calvillo 909-484-4200; dan@cl-survey.com $17,807.54 Local Agency to Complete this Section $155,536.77 20. Local Agency Contract Niimhar• 14. TOTAL CLAIMED DBE PARTICIPATION 91.74% 21. Federal -Aid Project Number: 22. Contract Execution nate Local Agency certifies that all DBE certifications are valid and information on IMPORTANT: Identify all DBE firms being claimed for credit, this form is complete and accurate. regardless of tier. Writte onfirm ion of each listed DBE is required. 12/10/2020 23. Local Agency Representative's Signature 24. Date 15. -Pr a is Signature 16. Date Carlos Ortiz 949-861-4999 25. Local Agency Representative's Name 26. Phone 17. Preparer's Name 18. Phone COO 27. Local Agency Representative's Title 19. Preparer's Title DISTRIBUTION: 1. Original — Local Agency 2. Copy — Caltrans District Local Assistance Engineer (DLAE). Failure to submit to DLAE within 30 days of contract execution may result in de -obligation of federal funds on contract. ADA Notice: For individuals with sensory disabilities, this document is available in alternate formats. For information call (916) 654-6410 or TDD (916) 654- 3880 or write Records and Forms Management, 1120 N Street, MS -89, Sacramento, CA 95814. July 23, 2015 EXHIBIT C-1 (7) EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall perform all work timely in accordance with the following schedule: *All services related to the PS&E Design shall be completed within six months from the Notice to Proceed, except the "as built" records. H. Consultant shall deliver the following tangible work products to the City by the following dates. A. Street Improvement Plan by July 1, 2021 B. Sign and Striping Design by July 1, 2021 C. Traffic Signal Plan by July 1, 2021 D. Specifications and Cost Estimates by July 1, 2021 E. As -Built Plans by 30 Days following completion of all other tasks. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 01007.0006/690783.2 D-1 Deadline Date A. Task A — Project December 1, 2021 Management B. Task B — Traffic July 1, 2021 Engineering Design PS&E* C. Task C — Construction December 31, 2022 Support D. Task D — Additional December 31, 2022 Tasks *All services related to the PS&E Design shall be completed within six months from the Notice to Proceed, except the "as built" records. H. Consultant shall deliver the following tangible work products to the City by the following dates. A. Street Improvement Plan by July 1, 2021 B. Sign and Striping Design by July 1, 2021 C. Traffic Signal Plan by July 1, 2021 D. Specifications and Cost Estimates by July 1, 2021 E. As -Built Plans by 30 Days following completion of all other tasks. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 01007.0006/690783.2 D-1 ACCWLY CERTIFICATE OF LIABILITY INSURANCE DAT5/14/2021WY) 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. 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(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marie Swaney Dealey, Renton & Associates PHONE FAX 790 E Colorado Blvd, #460('C,No): 6025396574 ADDRESS: CerlsDesignPro@AssuredPartners.com Pasadena CA 91101 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Valley Forge Insurance Company 20508 License#: 0020739 INSURED ADVACON-05 INSURER B: Continental Casualty Company 20443 Advantec Consulting Engineers, Inc. 949-861-4999 INSURER C: QBE Insurance Corporation 39217 INSURER D: 1200 Roosevelt Irvine INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER: 1533604765 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE ADDL SU D POLICY NUMBER EFF MM/DD/YYYY MLICY M/DD/Y YY LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 6025396574 11/12/2020 11/12/2021 EACH OCCURRENCE $2,000,000 CLAIMS -MADE � OCCUR DAMAGE T RENTED PREMISES Ea occurrence $1,000,000 MED EXP (Any one person) $ 10,000 X Contractual Liab PERSONAL &ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY ] JECT F—]LOCPRODUCTS - COMP/OP AGG $ 4,000,000 $ OTHER: A AUTOMOBILE LIABILITY Y Y 6025396574 11/12/2020 11/12/2021 COMBINED SINGLE LIMIT $ 1,000,000 Ea accident BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE $ Per accident $ X NoOwned Auto B X UMBRELLA LIAB X OCCUR Y Y 6025396588 11/12/2020 11/12/2021 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 EXCESS LAB CLAIMS -MADE DED I X I RETENTION $ in nnn $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER EACH ACCIDENT $ ANYPROPRIETOR/PARTNER/EXECUTIVEE.L. F—]OFFICER/MEMBEREXCLUDED? N/A E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ C Professional Liability ANE6125100 5/13/2021 5/13/2022 Per Claim $1,000,000 Contr. Pollution Liab Included Annual Aggregate $3,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Insured owns no company vehicles; therefore, hired/non-owned auto is the maximum coverage that applies. Umbrella Policy is follow -form to its underlying Policies: GUAUTO Liability/Employers Liability. AM Best Ratings on all policies above: A/XII or greater. RE: Riverside - Carson, Design, Engineering and Environmental Studies City of Carson, its respective directors, officials, employees, agents and volunteers named as additional insureds as respects general and auto liability as required per written contract or agreement. General Liability is Primary/Non-Contributory per policy form wording. Insurance coverage includes waiver of subrogation per the attached endorsement(s). CANCELLATION/CHANGE: 30 day notice will be sent to the certificate holder. IL" a A 112 LOY-1 I =1111; 011111111=1 WeilliI"a11A_\IlLai 0 r APPROVED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carson G ACCORDANCE WITH THE POLICY PROVISIONS. 701 E. Carson Street 6/10/2021 AUTHORIZED REPRESENTATIVE Carson CA 900745 _ ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CNA80103XX (09-14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COMMON POLICY CONDITIONS The following is added to Paragraph H. Other Insurance and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. All other terms and conditions of the Policy remain unchanged. CNA80103XX (09-14) Page 1 of 1 Policy # 6025396574 Copyright, CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission CNA Policy # 6025396574 SB (Edd.. 66-1 ) -16) IMPORTANT: THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE ADDITIONAL INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT. SEE PARAGRAPH C., OF THIS ENDORSEMENT FOR THESE DUTIES. BLANKET ADDITIONAL INSURED ENDORSEMENT WITH PRODUCTS -COMPLETED OPERATIONS COVERAGE BLANKET WAIVER OF SUBROGATION Architects, Engineers and Surveyors This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS A. Who Is An Insured is amended to include as an insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement; but the written contract or written agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the: a. "Bodily injury" or "property damage"; or b. Offense that caused the "personal and advertising injury'; for which the additional insured seeks coverage B. The insurance provided to the additional insured is limited as follows: 1. The person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions; or b. The acts or omissions of those acting on your behalf, in the performance of your ongoing operations specified in the written contract or written agreement; or c. "Your work" that is specified in the written contract or written agreement, but only for "bodily injury" or "property damage" included in the "products -completed operations hazard", and only if: N (1) The written contract or written agreement requires you to provide the additional insured such coverage; 0 and N 0 0 " (2) This Coverage Part provides such coverage. 2. The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. 3. The insurance provided to the additional insured does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of an architect's, engineer's, or surveyor's rendering of or failure to render any professional services including: a. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications by any architect, engineer or surveyor performing services on a project of which you serve as construction manager; or b. Inspection, supervision, quality control, engineering or architectural services done by you on a project of which you serve as construction manager. SB146968B (6-16) Page 1 of 2 Copyright, CNA All Rights Reserved. CNA S8146968B (Ed. 6-16) 4. The insurance provided to the additional insured does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of construction or demolition work while you are acting as a construction or demolition contractor. C. Under Businessowners Liability Conditions, the condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: An additional insured under this endorsement will as soon as practicable: 1. Give written notice of an occurrence or an offense to us which may result in a claim or "suit" under this insurance; 2. Tender the defense and indemnity of any claim or "suit" to us for a loss we cover under this Coverage Part; 3. Except as provided for in paragraph D.2. below: a. Tender the defense and indemnity of any claim or "suit" to any other insurer which also has insurance for a loss we cover under this Coverage Part; and b. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a claim or "suit" from the additional insured. D. With respect only to the insurance provided by this endorsement, the condition entitled Other Insurance of the BUSINESSOWNERS COMMON POLICY CONDITIONS is amended to delete paragraphs 2. and 3. and replace them with the following: 2. This insurance is excess over any other insurance available to the additional insured, whether primary, excess, contingent or on any other basis, But if required by the written contract or written agreement, this insurance will be primary and noncontributory relative to insurance on which the additional insured is a Named Insured. 3. When this insurance is excess, we will have no duty under Business Liability insurance to defend the additional insured against any "suit" if any other insurer has a duty to defend the additional insured against that "suit" If no other insurer defends, we will undertake to do so, but we will be entitled to the additional insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. E. The condition entitled Transfer of Rights of Recovery Against Others to Us of the BUSINESSOWNERS COMMON POLICY CONDITIONS is amended to deleted paragraph 2. and replace it with the following: 2. We waive any right of recovery we may have against any person or organization with whom you have agreed to waive such right of recovery in a written contract or agreement because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included within the "products -completed operations hazard." All other terms and conditions of the Policy remain unchanged. SB146968B (6-16) Page 2 of 2 Copyright, CNA AI Rights Reserved. CNA Policy Number: 6025396574 S (Ed. 6016 ) 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 LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS SCHEDULE Insurance is provided only with respect to those coverages for which a specific limit is shown: COVERAGE LIMIT Hired Auto Liability: $ 1,000,000 Non -owned Auto Liability: $ 1,000,000 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) PROVISIONS A. COVERAGE With respect only to the Coverage(s) for which a limit is shown in the SCHEDULE above, the insurance provided under Coverage A.I. Business Liability for "bodily injury" and "property damage" also applies to "bodily injury" or "property damage" arising out of the maintenance or use of a: • "Hired auto" used by you or your "employee" in the course of your business; and/or • "Non -owned auto" used in the course of your business. Maintenance or use of a "non -owned auto" includes test driving in connection with an "auto business." With respect only to the coverage provided by this endorsement, under Coverages, coverage A.1. Business Liability is amended to: 1. Delete paragraph A.1.b.(1)(b) and replace it with the following: b. This insurance applies: (1) To "bodily injury" and "property damage" only if: (b) The "occurrence" occurs during the policy period; and 2. Delete paragraph A.1.b.(2),. B. LIMITS OF INSURANCE With respect only to the coverage provided by this endorsement, SECTION D. Liability And Medical Expenses Limits of Insurance is deleted in its entirety and replaced with the following: D. Limits Of Insurance 1. Regardless of the number of: a. Insureds; b. Claims made or "suits" brought; c. Persons or organizations making claims or bringing "suits'; or d. "Autos," the applicable Hired Auto Liability limit or Non -Owned Auto Liability limit shown in the Declarations is the most we will pay for damages under SECTION A. Coverages because of all "bodily injury" and "property damage" resulting from any one 'occurrence" arising out of the maintenance or use of a "hired auto" or "non -owned auto." SB146902G (Ed. 6-16) Page 1 of 3 Copyright, CNA All Rights Reserved. CNA S (Ed66- 6) C. EXCLUSIONS With respect only to the insurance provided by this endorsement: 1. Under Exclusions, the paragraph entitled Applicable to Business Liability Coverage is amended to delete all exclusions except exclusions a., b., d., e., f. and i. and to add the following exclusions: This insurance does not apply to: • Fellow Employee "Bodily injury" to: (1) Any fellow "employee" of the insured arising out of and in the course of employment by the insured or while performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that fellow "employee" while as a consequence of Paragraph (1) above. • Care, Custody or Control "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. D. WHO IS AN INSURED With respect only to the insurance provided by this endorsement, Who Is An Insured is replaced by the following: Each of the following is an insured under this insurance to the extent set forth below: 1. You; 2. Subject to paragraph 3.c. below, your "employee" while operating an "auto" hired or rented under a contract or agreement, with your permission, in that "employee's" name, while performing duties related to the conduct of your business. 3. Anyone else including any partner or "executive officer" of yours while using with your permission a "hired auto" or a "non -owned auto" except: a. The owner or lessee (of whom you are a sublessee) of a "hired auto" or the owner or lessee of a "non -owned auto" or any agent or "employee" of any such owner or lessee; b. Your "employee" if the covered "auto" is owned by that "employee" or a member of his or her household; N C. Your "employee" if the covered "auto" is leased, hired or rented by him or her or a member of his or her household under a lease or rental agreement for a period of 180 days or more; d. Any partner or "executive officer" with respect to any "auto" owned by such partner or officer or a member of N his or her household; e. Any partner or "executive officer" with respect to any "auto" leased or rented to such partner or officer or a member of his or her household under a lease or rental agreement for a period of 180 days or more; f. Any person while employed in or otherwise engaged in duties in connection with an "auto business," other than an "auto business" you operate; g. Anyone other than your "employees," partners, a lessee or borrower or any of their "employees," while moving property to or from a "hired auto" or a "non -owned auto"; or 4. Any other person or organization, but only with respect to their liability because of acts or omissions of an insured under 1., 2. or 3. above. E. AMENDED DEFINITION The Definition of "insured contract" in Section F — Definitions is amended by the addition of the following exceptions to paragraph f.: SB146902G (Ed. 6-16) Page 2 of 3 Copyright, CNA All Rights Reserved. SB146902G (Ed. 6-16) Paragraph f. does not include that part of any contract or agreement: • That pertains to the loan, lease or rental of an "auto" to you or any of your "employees," if the "auto" is loaned, leased or rented with a driver; or • That holds a person or organization engaged in the business of transporting property by "auto" for hire harmless for your use of a covered "auto" over a route or territory that person or organization is authorized to serve by public authority. F. ADDITIONAL DEFINITIONS Section F. Definitions is amended by the addition of the following definitions: a. "Auto Business" means the business or occupation of selling, repairing, servicing, storing or parking "autos." b. "Hired auto" means any "auto" you or your "employee" lease, hire, rent or borrow in the course of your business. This does not include: I. Any "auto" you lease, hire or rent under a lease or rental agreement for a period of 180 days or more, or ii. Any "auto" you lease, hire, rent or borrow from any of your "employees," partners, stockholders, or members of their households. c. "Non -owned auto" means any "autos" you do not own, lease, hire, rent or borrow that are being used in the course and scope of your business at the time of the "occurrence." This includes "autos" owned by your "employees" or partners or members of their households but only while being used in the course and scope of your business at the time of the "occurrence." If you are a sole proprietor, "non -owned auto" means any "autos" you do not own, lease, hire, rent or borrow that are being used in the course and scope of your business or personal affairs at the time of the "occurrence." G. With respect only to the operation of a "hired auto" or "non -owned auto," Paragraph H, of the Businessowners Common Policy Conditions is deleted and replaced with the following: H. Other Insurance 1. Except for any liability assumed under an "insured contract" the insurance provided by this Coverage Form is excess over any other collectible insurance. However, if your business is the selling, servicing, repairing, parking or storage of "autos," the insurance provided by this endorsement is primary when covered "bodily injury" or "property damage" arises out of the operation of a customer's "auto" by you or your "employee." 2. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. All other terms and conditions of the Policy remain unchanged. SB146902G (Ed. 6-16) Page 3 of 3 Copyright, CNA All Rights Reserved. ACORl7® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 04/27/2021 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(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Charmaine Lim Farmers Insurance Agency PHONENo, 949ExtI6-387-9999 aC No): 949-788-1337 A DRIESS: SU ort FarmersAtS ectrum.com 20 Pacifica Suite 1450 INSURERS AFFORDING COVERAGE NAIC # Irvine, CA 92618 INSURERA: Mid Century Insurance Company 21687 INSURED INSURER B INSURER C: Advantec Consulting Engineers, Inc. and INSURER D: Q4 Transportation Solutions INSURER E: 1200 Roosevelt INSURER F: Irvine, CA 92620 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MMIDDIYYW LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY AMA N TED PREMISES Ea occurrence $ MED EXP (Any one person) $ CLAIMS -MADE 7 OCCUR PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ POLICY jPERC'j F7 LOC $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ NON -OWNED HIRED AUTOS AUTOS PeOaPERccidentDAMAGE $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ $ WORKERS COMPENSATION X WC STATU- OTH- LIMITS I I ER A AND EMPLOYERS' LIABILITYTORY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED? ❑ (Mandatory in NH) N/A Y A09475420 11/12/2020 11/12/2021 E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Project: Carson: Design, Engineering and Environmental Studies GCK I ItIGA I L HULUCK GANGtLLA I IUN ou uay NU(,/ IU Oay Tor nonpayment OT premium City of Carson 701 E. Carson Street Carson, CA. 900745 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE CLRn ACORD 25 (2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 31 (Ed. 6-20) BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our paymentsfrom anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contractthat requires you to obtain this agreementfrom us.) The additional premium for this endorsement shall be 3.0 % of the California workers compensation premium otherwise due on such remuneration, subject to a minimum charge of 250 . All written contracts in the state(s) of: CA This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 11/12/20 Policy No. A0947-54-20 Endorsement No. Insured ADVANTEC CONSULTING ENGINEERS INC. AND Q4 TRANSPORTATION SOLUTIONS 1200 ROOSEVELT Insurance Company MID-CENTURY INSURANCE COMPANY IRVINE CA926203667 Countersigned By WC 99 06 31 (Ed. 6-20) Includes copyright material of the Workers Compensation Insurance Rating Bureau of California. All rights reserved. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY CALIFORNIA CANCELATION ENDORSEMENT WC040601A (ED 12-93) This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the information Page. The cancelation condition in Part Six (Conditions) of the policy is replaced by these conditions: Cancelation 1. You may cancel this policy. You must mail or deliver advance written notice to us stating when the cancelation is to take effect. 2. We may cancel this policy for one or more of the following reasons: a. Non-payment of premium; b. Failure to report payroll; c. Failure to permit us to audit payroll as required by the terms of this policy or of a previous policy issued by us; d. Failure to pay any additional premium resulting from an audit of payroll required by the terms of this policy or any previous policy issued by us; e. Material misrepresentation made by you or your agent; f. Failure to cooperate with us in the investigation of a claim; g. Failure to comply with Federal or State safety orders; h. Failure to comply with written recommendations of our designated loss control representatives; i. The occurrence of a material change in the ownership of your business; j. The occurrence of any change in your business or operations that materially increases the hazard for frequency or severity of loss; k. The occurrence of any change in your business or operation that requires additional or different classification for premium calculation; I. The occurrence of any change in your business or operation which contemplates an activity excluded by our reinsurance treaties. 3. If we cancel your policy for any of the reasons listed in (a) through (f), we will give you 10 days advance written notice, stating when the cancelation is to take effect Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to prove notice. If we cancel your policy for any of the reasons listed in Items (g) through (1), we will give you 30 days advance written notice; however, we agree that in the event of cancelation and reissuance of a policy effective upon a material change in ownership or operations, notice will not be provided. 4. The policy period will end on the day and hour stated in the cancelation notice. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: Policy Number. A09475420 Endorsement Number. Insured: Advantec Consulting Engineers, Inc. Insurance Company: Mid -Century Insurance Company Premium: $ Countersigned by WC 04 06 01A (ED 12-93) Copyright 1993 National Council on Compensation Insurance 91-5316 497 EW6101 PAGE 1 OF 1