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HomeMy Public PortalAboutC-23-055 - WITT O'BRIENS 2023 MAR 29CONTRACT SERVICES AGREEMENT By and Between CITY OF CARSON and WITT O'BRIEN'S, LLC AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF CARSON AND WITT O'BRIEN'S, LLC THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this _9th day of March, 2023 by and between the CITY OF CARSON, a California municipal corporation ("City") and WITT O'BRIEN'S, LLC, a Delaware limited liability company ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Parry" 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's Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest 01007.0001/843486.4 -1- professional standards" shall mean those standards of practice recognized by one or more first- class firms performing similar work under similar circumstances. 1.2 Consultant's Proposal. The Scope of Service shall include the Consultant's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits. Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 01007.0001/843486.4 -2- 1.7 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. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit `B" and any other provisions of this Agreement, the provisions of Exhibit `B" shall govern. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed One Hundred Thousand Dollars ($100,000) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8. 01007.0001/843486.4 -3- 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 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 be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. 01007.0001/843486.4 -4- 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 the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance QEhibit MD. 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: Chelsea Morganti, CFM Project Manager/Mitigation Planner (Name) (Title) 01007.0001/843486.4 -5- Erin Buchanan, CFM Project Executive (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be Nora Garcia, Emergency Services Manager, or such person as may be designated by the City Manager. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent 01007.0001/843486.4 -6- 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. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: (a) General Liability Insurance (Occurrence Form C60001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance (Form CA 0001 (Ed 1/87) including `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. 01007.0001/843486.4 -7- (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 Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit `B". (g) Broader Coverages and Higher Limits. Notwithstanding anything else herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverages and/or higher limits maintained by Consultant. 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: 01007.0001/843486.4 -8- 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] Consultant 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. In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity 01007.0001/843486.4 -9- for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant 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 parry to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 5.4 Sufficiency of Insurer. Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager. 01007.0001/843486.4 -10- ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, 'if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for 01007.0001/843486.4 -11- assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City. 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such 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 parry regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 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. 01007.0001/843486.4 -12- 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices 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 parry, 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 parry 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 parry on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either parry 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 01007.0001/843486.4 -13- 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 statutory 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 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 parry need not provide the non -terminating parry with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.9 Attorneys' Fees. If either parry to this Agreement is required to initiate or defend or made a parry to any action or proceeding in any way connected with this Agreement, the prevailing parry in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, 01007.0001/843486.4 -14- 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. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non -liability of City Officers and Employ ees. 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. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third parry any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection 01007.0001/843486.4 -15- 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 parry desires or is required to give to the other parry 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 90745 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other parry of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital. All such counterparts shall together constitute but one and the same Agreement. 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 01007.0001/843486.4 -16- 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 Warranty & 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 "non -interests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials _ GW 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] 01007.0001/843486.4 -17- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first -above written. CITY: CITY OF CARSON, a municipal corporation 4CA2x, ulabavis-Holmes, Mayor ATTEST: 0N, cq k �nN Dr. Khaleah K. Bradshaw, City Clerk APPROVED AS TO FORM: d*t ALESHIRE & WYNDER, LLP ur1ti,��';t� Sunny K. Sooltani, City Attorney [br] CONSULTANT: WITT O'BRIEN'S, LLC, a Delaware limited liability company By: Name: Tim Whipple Title: Manager; Chief Executive Officer By: Name: Title: Address: 818 Town & Country Blvd., Ste. 200 Houston, TX 77024 If Consultant is a limited liability company, any one of the following options will satisfy City's signature requirements pursuant to the Corporations Code. Option A: 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. Option B: Signatures required from two managers unless the LLC is managed by one manager per its articles of organization, in which case only one signature from that manager is required. Option C: One signature required from any member unless the LLC is manager -managed per its articles of organization. Option D: One signature required from any manager if the LLC is manager - managed per its articles of organization. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF ORGANIZATION, OR OTHER RULES OR REGULATIONS APPLICART ,F. TO CONSULTANT'S BUSINESS ENTITY. 01007.0001/843486A -18- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first -above written. ATTEST: Dr. Khaleah K. Bradshaw, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Sunny K. Soltani, City Attorney [brj] CITY: CITY OF CARSON, a municipal corporation Lula Davis -Holmes, Mayor CONSULTANT: WITT O'BRIEN'S, LLC, a Delaware limited liability company By: / Name: Tim Whipple Title: Manager; Chief Executive Officer Name: Title: Address: 818 Town & Country Blvd., Ste. 200 Houston, TX 77024 If Consultant is a limited liability company, any one of the following options will satisfy City's signature requirements pursuant to the Corporations Code. Option A: 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. Option B: Signatures required from two managers unless the LLC is managed by one manager per its articles of organization, in which case only one signature from that manager is required. Option C: One signature required from any member unless the LLC is manager -managed per its articles of organization. Option D: One signature required from any manager if the LLC is manager - managed per its articles of organization. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF ORGANIZATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01007.0001/843486.4 -18- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , 2023 before me, , personally appeared, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LMTED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTI TY(IES)) 01007.0001/843486.4 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF TEXAS COUNTY OF HARRIS On March 10, 2023 before me, Alia Al Qaissy , personally appeared Tim Whipple, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Texas that the foregoing paragraph is true and correct. WITNESS my hand and official IALIA AL OAISSY onry Pubhe. Stat. of Tog&% Signature: _.: .= . crt s 10 02-2024 -:ua•a OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLES) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01007.0001/843486.4 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT OTHER THAN NAMED ABOVE EXHIBIT "A" SCOPE OF SERVICES I. Consultant will perform the following Services: A. General: Provide professional consulting services for the update of the City's 2013 Hazard Mitigation Plan ("HMP" or "Plan"), which is based on sound planning processes and accounts for the risks and capabilities of the City and its internal and external partners. The HMP must comply with all applicable FEMA and CalOES regulations and standards. The update to the HMP must be approved by FEMA, CalOES, and the City Council to be considered complete. Consultant shall act as the project manager, primary investigator, and primary author of the HMP, and will be required to report to FEMA, OES and the HMP Planning Team as necessary throughout the term of the Agreement. A HMP Planning Team (also referred to herein as the "Planning Team" or "HMPT") consisting of core representatives from the City, County, community partners, and Consultant will be formed by the City's Contract Officer. The Planning Team will meet at least once a month, virtually, if needed, to review progress and address Plan development needs. Consultant shall provide technical and administrative services including, but not limited to, coordinating monthly Planning Team meetings (can be done virtually), communications, presentations, documentation of the planning process and bi- weekly status reports on budget and work progress. Tasks to complete the services are as follows: 1. Task 1: Establish the Planning Process and Resources PROJECT MANAGEMENT Upon issuance of the Notice to Proceed, Consultant will work with the City to establish the programmatic foundation and working relationships; this ensures City staff have a clear understanding of the steps in the mitigation planning process, including what documentation and information are needed to meet FEMA and State requirements. Consultant will do the following work: a. Organize the required resources to ensure the final HMP is both responsive and tailored to the City's needs. Consultant's methodology and project approach shall incorporate feedback from the City and other stakeholders while ensuring full regulatory compliance. b. Develop a productive working strategy that maximizes the input of City staff while minimizing disruption to City staff's day-to-day work. Consultant will work with the City to establish the programmatic foundation and productive working relationships. This includes setting a clear understanding of the steps in the mitigation planning process including what documentation and information are needed to meet FEMA and State requirements. 01007.0001/843486.4 A-1 C. Consultant's Project Manager (PM), will schedule a kick-off meeting with the City's Contract Officer to validate the scope, schedule, and budget; ensure all parties have a clear view of project goals and milestones; confirm a common understanding of expectations; and establish communication protocols. In addition, PM will work with the City to identify key decision points in the process where City actions and/or approval will be needed. Agreement upon these decision points will be important to the project's success. The outcomes of the kick- off meeting will be documented in Consultant's Project Management Plan (PMP), which will serve as the roadmap for Consultant's management of the project. The PMP will identify high-level tasks, activities, deliverables, schedule, key milestones, and the staffing plan. The PMP will provide the basis for monitoring, controlling, and reporting on the work, including the comparison of planned vs. actual schedule and costs, work accomplishments, and product delivery. Direct coordination with the City will be linked to a designated "point" team member, to provide continuity and consistency. These dedicated team representatives will be available to check in as often as weekly. d. Consultant's PM will conduct an internal kick-off meeting with assigned project staff to ensure their full understanding of project roles, responsibilities, reporting protocols, and objectives. Throughout the project, Consultant will update the City and key stakeholders on project progress. This information will be delivered during project meetings and in monthly status reports (or on a schedule to be determined based on workload, event occurrence, and other needs). Consultant will maintain steady project progress and document all technical work activities and resource allocations and maintain a master project schedule that tracks all ongoing tasks. The schedule will be a living document, updated by PM, and used to ensure all deliverables are completed in a timely manner, within scope, and on budget. Unless otherwise directed, Consultant will conduct this work virtually, implementing the tools and processes Consultant has developed while working with other clients during the COVID-19 pandemic. Collaboration with City's key stakeholders can take place remotely via webinar, conference calls, or other means without losing data quality or integrity. Throughout the lifecycle of the sub -grant, Consultant will track project progress and will assist with subrecipient quarterly reports and other CalOES reporting requirements. Consultant will identify any deviations from the project schedule or budget and coordinate on any necessary modifications regarding the terms of the sub -grant award. Consultant is fully versed in maintaining federal compliance with grants and sub -grants and can provide expert technical assistance to the City in maintaining this or future awards. DATA AND INFORMATION GATHERING Consultant will review all existing relevant documents, data, and information provided by national and state -level datasets, the City, and neighboring jurisdictions as background for the planning effort. These documents will include the current HMP, the State of California's HMP, annual capital improvement plans, the City's Emergency Operations Plan, surrounding communities' mitigation plans, historic structures and asset registries, flood management plans, regulatory plans, 01007.0001/843486.4 A-2 mitigation project implementation plans/studies, and other relevant datasets, as appropriate. PARTICIPANT AND STAKEHOLDER OUTREACH Consultant will develop an initial list of entities and representatives that should be a part of the planning process. Formation of a Planning Team that includes representatives from the community helps build whole -community support and buy -in. The Planning Team will also include representative members from City agencies and departments, the private sector, and possibly other Federal, state, and regional partners like the Governor's Office of Planning and Research (OPR). The HMP Planning Team will be finalized with input from the City. Not every entity that has data to contribute to the planning effort will want or need to be a full participating entity. Stakeholder outreach is essential to collecting input, sharing resources, and establishing ties while respecting the needs and time of these contributors. Consultant will make recommendations for stakeholder outreach that includes entities within the community that support community lifelines; academic organizations; Federal or regional agencies; utilities; private -sector businesses and organizations (e.g., major employers that sustain community lifelines); special districts that share mitigation goals or cross boundaries; and nonprofit organizations that work directly with underserved and socially vulnerable populations or oversee natural or cultural resources. INITIAL MEETING WITH THE PLANNING TEAM Once the Planning Team has been established, Consultant will prepare for and conduct a Planning Team Kick -Off Meeting to discuss: • Plan Update Overview — provide a clear understanding of the steps in the mitigation planning process; • A draft work plan and project schedule, including the dates of all required meetings; • Any additional resources and/or reference materials required for the process; • Reporting and documentation requirements needed to meet FEMA and State requirements; • Expectations for the Planning Team as a planning body and the required level of involvement from each team participant. Consultant's staff will prepare all materials to facilitate Plan development meetings, including agendas, sign -in sheets, meeting notes and minutes, and any documents for discussion. Consultant will establish review and distribution timeframes, so the Planning Team members and other interested parties will receive 01007.0001/843486.4 A-3 pre -reads prior to scheduled meetings. Attendees and other interested parties will receive meeting notes following each meeting. These notes will be included in the final project plan. Meetings can be held both in-person and virtually. Throughout the planning, research, and draft phases of the project, Consultant will meet consistently with stakeholders, technical experts, and department/organizational working groups. The Plan development process will be thoroughly documented in accordance with 44 CFR, §201.6(c)(1)). ONGOING COORDINATION Consultant's goal is to help its clients, such as the City, integrate mitigation into the full spectrum of community planning, so that communities are able to assess other planning efforts and align them with mitigation concepts and principles. Overall, this community based method has the effect of strengthening each community's resiliency and safety. Consultant's processes will match FEMA's recommendations for how communities should both conceptualize and implement hazard mitigation planning. Throughout the process of meeting with the Planning Team, collecting data and gathering information, reviewing existing plans and policies, and soliciting feedback and ideas from the public, Consultant will document the actions taken, and how the Plan was developed. This will include incorporating meeting materials (e.g., agendas, notes, minutes, sign -in sheets), stakeholder comments, and public comments into the final HMP. DATA COLLECTION AND REVIEW Consultant will utilize a comprehensive approach in reviewing existing relevant documents, data, and information provided by national-, state-, and regional -level datasets, the County, the City, neighboring jurisdictions, and partner agencies. As appropriate, Consultant will also review other relevant documents and datasets for incorporation—including the City's general plan, capital improvement plans, emergency operations plan, the Seismic Assessment Report, and any other relevant documents identified by the HMP Planning Team including land -use plans, historic structures and asset registries, floodplain management plans, ordinances, and other studies. SOLICIT AND INCORPORATE INPUT FROM THE PUBLIC Consultant will conduct public engagements during the planning process that may include meetings, webinars, or surveys. Surveys can be distributed electronically, handed out during City fairs or other public events, or collected during public meetings. Outreach activities that have been successful for other community planning efforts include implementing engaging branding, social media campaigns, radio and/or print advertisements, and entering participants that complete the survey into a prize drawing. These engagements will be tailored to the City's needs and preferences, and designed to both provide information and solicit opinions, feedback, and comments. All public and stakeholder participation activities will be documented throughout the Plan in accordance with 44 CFR §201.6(b). Consultant 01007.0001/843486.4 A-4 will illustrate how the Plan is compliant through deliverables and in the Plan Review Tool (PRT). Consultant will utilize social media campaigns, advertisements, handouts at community gatherings, or more formal in-person meetings and ensure these engagements set the groundwork to facilitate meaningful discussion and gain community consensus. Workshops can be held either in person, virtually, or via a hybrid model to review the Plan and collect feedback. EQUITY Consultant will tailor each outreach strategy as needed to meet City's communities' needs, so that those who wish to meaningfully participate can make progress and benefit from hazard mitigation. Work will be completed in compliance with the Senate Bill 1000 (2015) (and any other applicable) requirements for inclusion of environmental justice components in local planning strategies. 2. Task 2: Assess Risks and Capabilities Consultant will conduct a comprehensive hazard identification assessment that fully evaluates the location, severity, and impact of past disaster events within the City, and projects the likelihood of future occurrences. Consultant will then conduct a risk assessment that addresses the most threatened and most vulnerable areas and populations, taking into consideration an estimate of losses and development since the last plan, and future development under consideration. These activities will include hazard profiling, mapping, and risk/vulnerability assessments in accordance with 44 CFR, §201.6(c)(2)). HAZARD IDENTIFICATION AND PROFILES Starting with a review of the 2018 California State Hazard Mitigation Plan, the Los Angeles County Hazard Mitigation Plan, the City's 2013 Hazard Mitigation Plan, publicly available plans form surrounding jurisdictions, and other existing planning mechanisms and tools, Consultant will collect information on each identified natural hazard for consideration by the HMPT, including earthquakes, floods, wildfires, and sea -level rise. New hazards will also be considered and presented to the Planning Team for determination. At the discretion of the Planning Team, man- made hazards can also be identified for consideration and inclusion. Should the HMP Planning Team also wish to include the planning requirements for the Rehabilitation of High -Hazard Potential Dam Grant Program, Consultant will fully support this effort. Any hazard that is excluded from the Plan will be omitted based on documented rationale and confirmed by the Planning Team. The hazards validated as potential risks to all areas of the City will be examined in light of documented occurrences and will be profiled by Consultant's team. Consultant will use the best available data to determine and document historical occurrences; probability of future occurrences; extent, magnitude, and geographic boundaries; and provide an overview and analysis of the City's vulnerability to the hazards identified. 01007,0001/843486.4 A-5 HAZARD MAPPING Consultant will work closely with the HMP Planning Team to ensure all required hazard maps are updated and the locations of hazardous areas within the City are identified. Many natural hazards have geographic boundaries, including hazards the City identified in its last plan. These hazards can be mapped along with various levels of probability for events of specific magnitude or frequency. Using FEMA's Risk Map, ArcGIS desktop software, and all available authoritative sources of geospatial data, mappable hazards can be visualized with levels of probability for events of specific magnitude or frequency. Updated data and maps are fundamental to ensure they are accessible and useful for implementing mitigation strategies and to determine the need for new or revised policies that regulate land use and development. VULNERABILITY ANALYSIS TOOLS Consultant will use applications and toolkits to gather and synthesize data to assess the jurisdictions most threatened and most vulnerable to damage and loss associated with hazard events. These include: • The National Risk Index tool will assist with the identification of potential risks of natural hazards and gather data on annual losses, social vulnerability, and community resilience. Consultant will use the geospatial data to identify the hazard vulnerability for each jurisdiction and help inform the mitigation strategy. FEMA's Risk Map will identify flood risk vulnerability for the participating communities and help guide effective land -use mitigation strategies. Consultant will utilize FEMA Risk Maps, Digital Flood Insurance Rate Maps (DFIRMs), Digital Elevation Modal (DEMs) data, and spatial analysis utilizing GIS desktop software to determine flood risks throughout the region. • The U.S. Climate Resilience Toolkit is used to explore hazard vulnerability and allows for interactive mapping of past and future conditions. The toolkit also includes case studies that will help guide mitigation strategies. Hazus-MH was designed, developed, and is managed by FEMA's Natural Hazards Risk Assessment Program to estimate building and infrastructure loss in the event of a disaster. Consultant will use Hazus-MH to calculate exposure for the area, characterize the level or intensity, and calculate the potential economic losses and structural damage due to hurricanes, floods, or earthquakes. Hazus-MH can be used to show the extent and magnitude for actual or arbitrary scenarios. • ESRI's ArcGIS Desktop software and tools will be used throughout the Plan to develop maps and other visualizations to depict hazard information, 01007.0001/843486.4 A-6 assess these hazards in respect to population and jurisdictional assets, and to depict geographic boundaries. Consultant will provide an overview and analysis of each participating jurisdiction's vulnerability level to the identified hazards. ASSET INVENTORY Consultant will use existing data sources validated by the PIMP Planning Team to inventory assets exposed or vulnerable to the hazards identified and profiled in the preceding task. City -owned or operated assets and buildings, critical facilities, infrastructure, cultural resources, and historic assets will be included, as will Repetitive Loss (RL) and Severe Repetitive Loss (SRL) properties (as applicable). Consultant will gather and organize geospatial data for each asset, including location, structural data, and valuation. Consultant will produce a database as an appendix to the HMIP that will outline the structure's details— including location, structural data, and valuation—categorization of the facility, and potential losses. Consultant will use ArcGIS desktop software to produce cartographic products of these assets in the Plan which will include their location overlaid onto areas of hazard vulnerability. Identifying areas of vulnerability and potential losses will also show the City's development trends and help identify needs for future considerations. VULNERABILITY AND LOSS ESTIMATION Using the vulnerability analysis tools, asset data, vulnerable population data, and impacts due to climate change, the updated assessment will provide an overview and analysis of potential losses and vulnerabilities, which will be useful to help inform mitigation strategies that enhance resiliency. The output will include data visualizations and calculations that show vulnerable structures and populations. Using ArcGIS, asset inventory data and population data will be overlayed onto areas of identified hazard vulnerability that will then identify the potential exposure. Identifying areas of vulnerability and potential losses will also show the City's development trends and help identify needs for future land -use considerations. RISK ASSESSMENT Consultant will describe the impact each hazard would have on the assets identified by the City, also taking into consideration population growth in hazard areas and changes in risk profile due to factors such as climate change. The assessment of each jurisdiction's vulnerability will include the most threatened or vulnerable areas. Using FEMA's National Risk Index tool and U.S. Census data, the assessment will also include an overview of potential exposure to City's communities' most vulnerable populations. This section will include land -use maps and discussions on development trends, which will assist with advisement on future land -use decisions. NFIP-insured structures that have been repetitively damaged by floods will be identified and analyzed, however property addresses will be redacted 01007.0001/843486.4 A-7 in keeping with the Privacy Act of 1974. Consultant will develop a hazard mapping geodatabase to help inform mitigation strategies. Any data limitations will be noted and identified as part of the mitigation strategy. INCORPORATE CLIMATE CONSIDERATIONS Climate adaptation planning is one method communities can use to identify ways they could be harmed by future conditions—and to prepare for those conditions. Consultant, utilizing the U.S. Climate Resilience Toolkit, can assess vulnerability and identify feasible implementation strategies to reduce climate change risk. Evaluating the plan for necessary adjustments due to changing future conditions like climate change is a requirement of the Local Mitigation Planning Policy Guide which takes effect on April 19, 2023, and ofthe 2015 Senate Bill 379 - requirements for inclusion of climate adaptation and resiliency strategies in local plans. However, the HMP Planning Team has discretion over how this conversation will take shape and if the Climate Resilience Toolkit planning process is a good fit for incorporation. Incorporating the vulnerability analysis tools, asset data, vulnerable population data, and impacts due to climate change, the updated assessment will provide an enhanced overview of potential losses and vulnerabilities and will help inform mitigation strategies that enhance resiliency. ONLINE/INTERACTIVE MAPPING Depending on the City's needs, online interactive mapping tools and applications can be provided to enhance the Plan and the public's awareness of the hazards addressed in the Plan. These products would be built using the most updated and applicable ESRI ArcGIS technology and can range from basic interactive maps imbedded within existing City websites to full-fledged mapping applications that allow for the identification of hazards relative to specific properties or places of interest. CAPABILITIES ASSESSMENT Based on input from the Planning Team, Consultant will assess the City's capacity for pre- and post -disaster hazard management programs. This process will include: • Consideration of policies, any pre-existing programs related to hazard mitigation, and development in hazard -prone areas. • A discussion of the City's funding capabilities and staffing levels for hazard mitigation projects and programs. • Evaluation of adopted and/or implemented ordinances that reduce risk and/or increase resilience. • Any other criteria identified by Consultant as relevant and necessary to this discussion, such as any infrastructure in place that positively or negatively 01007.0001/843486.4 A-8 impacts vulnerability to disasters and the City's floodplain management program. 3. Task 3: Develop a Mitigation Strategy Consultant will take a community-based approach to hazard mitigation planning. The goal is to help the City integrate mitigation into the full spectrum of community planning. Once the foundations of the Hazard Identification, Risk Assessment, Vulnerabilities, and Capabilities sections are complete, the team will have the tools to update the City's mitigation strategy. This will form the basis for the development of the Plan. HAZARD MITIGATION GOALS Based on input from the Planning Team, and in consideration of the results of its risk assessment, Consultant will work with the Planning Team to update and/or develop new mitigation goals and prepare a draft listing for review and validation. Goals will be finalized during a Planning Team meeting. These goals will guide the selection of activities to mitigate and reduce potential losses to the City. Consultant will use the following procedures to validate and develop mitigation goals: • Outreach Findings. Evaluate themes that emerged during planning meetings and/or outreach activities. These themes might include the need for improved public awareness about hazards or the need for a better public notification system during emergencies. For every theme identified, a corresponding ability or authority to expand and/or improve the community's capability will also be identified. • Jurisdictional Consistency. Correlate existing plans and other policy documents to ensure hazard mitigation goals are consistent with the goals of other community plans and objectives previously established by the jurisdictions within the City. Mitigation goals should complement and leverage existing plans and policies. • State Hazard Mitigation Goals. The State Hazard Mitigation Plan documents the State's goals for reducing risks and allocating resources. It is strategic to consider aligning the City's goals with the State Hazard Mitigation Plan's objectives. In addition, Consultant will work with the individual participating agencies during Planning Team meetings to identify and address issues of importance to their communities, by setting goals and, if appropriate, mitigation measures. This includes identifying opportunities to improve upon existing capabilities for pre- and post -disaster mitigation management. HAZARD MITIGATION ACTIONS 01007,0001/843486.4 A-9 Consultant will prepare a comprehensive range of mitigation actions for specific hazards that will reduce potential impacts, while taking into consideration the community's interest in representation, resilience, and the goals of environmental protection and economic growth. Consultant will then work with the HMPT to identify the mitigation measures that best achieve the City's goals. To evaluate the mitigation measures, Consultant will use the industry best practice FEMA's STAPLEE Method, which will help guide the team in selecting mitigation actions. The STAPLEE Method uses seven criteria for evaluating a mitigation action: social, technical, administrative, political, legal, economic, and environmental. Within each of these criteria are additional considerations that could reach back to the risk assessment or other sources of information. For example, economic considerations must include evaluation of both the current economic environment and projected changes. Cost-effective mitigation actions that can be funded in a current or upcoming budget cycle are more likely to be recommended for implementation than actions requiring general obligation bonds or other funding that would incur long-term debt. During our evaluation, Consultant will consider: • What benefits does the action provide? • Are the costs reasonable given the likely benefits and the size of the problem? • Does the action contribute to other community economic goals? • Are there current sources of funding that can be used to implement the action? • Does the action need to be put on hold for implementation until an outside source of funding can be identified and obtained? Based on the results of the risk assessment and additional evaluation criteria, Consultant will identify mitigation actions and ensure each action is properly prioritized. Each activity in the strategy will include an explanation for how the activity contributes to the overall mitigation strategy (i.e., how risk or vulnerability is reduced or eliminated). Consultant will strengthen the linkage of mitigation actions to funding opportunities and include an implementation plan/timeframe to help keep the Plan actionable. It is important to establish a schedule for implementing the mitigation actions prescribed in the Plan. The Plan deliverable will include a method for measuring implementation. This includes a recommended timeline for implementing each mitigation measure over the next five years, a summarization of each action, its level of priority, which party or agency is responsible for the action, how the action will be funded, the benefit - cost review result, and the action's level of feasibility. The Plan section will clearly establish the process by which the mitigation strategy was developed and will clearly and succinctly describe the mitigation strategy for the next five-year cycle. 01007.0001/843486.4 A-10 MONITORING AND MAINTENANCE PLAN The final steps are the mechanisms to keep the Plan actionable throughout the five- year planning cycle. It is important to consider how the community will engage with and maintain the plan over time. This encourages progress toward implementation of the established mitigation strategies. Consultant will develop a maintenance process that identifies how, when, and by whom the Plan will be monitored, evaluated, and updated over time. It is also important to establish a process for how the mitigation plan will be integrated into other planning mechanisms and vice versa. Consultant will help validate this section with input from the HMPT, based on best practices and lessons learned since the last plan update. 4. Task 4: Adopt and Implement the Plan REVIEW AND FINALIZE Once the updated HMP is complete, Consultant will submit a preliminary draft for review by the HMP planning team. Consultant will also complete the Region IX Local Mitigation Plan Review Tool to illustrate how the Plan is compliant with 44 CFR § 201.6. Any comments received during the Planning Team's review will be consolidated and edits will be tracked noting how the revisions were addressed. After initial edits, Consultant will make the Plan available for public comment. Feedback received during the public comment period will be reviewed and consolidated. Edits made by Consultant's planners will be tracked and Consultant will note how the comments were addressed in the final version of the Plan. When the draft is finalized, Consultant will submit the Plan for state review following the California Mitigation Plan requirements. This includes: • One (1) hard copy of the latest final draft of the HMP document ready for Cal OES review; • An electronic version of the HMP document on a CD or USB drive; • An electronic copy of the Region IX Local Mitigation Plan Review Tool in a Word document file (or other editable format) with the "Location In Plan" field completed for each element, on a CD or USB drive. Consultant will prepare responses and/or revisions to all requests for clarification from the City, the Planning Team, the State of California, and FEMA Region IX. PLAN ADOPTION Once the City receives confirmation of Approval Pending Adoption (APA) status from FEMA, Consultant will assist with any questions during the City adoption 01007.0001/843486.4 A-1 1 process. Once the Plan is adopted, proof of adoption will be forwarded to Cal OES and FEMA Region IX. B. After Plan adoption, Consultant's team will be available, at no additional cost, to meet with the City's planning team on an annual basis to review the mitigation strategy and discuss applicable updates, for the purpose of ensuring the Plan remains actionable throughout the five-year cycle. Consultant will be also available, at no additional cost, to assist with questions regarding upcoming mitigation funding opportunities and potential cost share requirements, so the City can coordinate fiscal budget planning and mitigation project prioritization. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A. Complete draft Plan provided to HMP Planning Team for review by September 30, 2023. B. Revised draft Plan, incorporating edits per HMP Planning Team, public comment, and CalOES feedback, with confirmation of Approval Pending Adoption (APA) status from FEMA, presented to City Council for adoption by December 31, 2023. Upon adoption, Consultant will immediately prepare a finalized Plan and forward it to CalOES and FEMA Region IX. C. All Plan files, including GIS shapefiles, hazard maps, and source documents in ArcGIS/ESRI shapefile format and PDF format — upon Plan finalization. D. All project documentation, including sign -in sheets, photos, invitations, minutes, agendas, and copies of presentations from all Planning Meetings — upon Plan finalization. E. The updated Plan in MS Word and PDF Formats — upon Plan finalization. F. 3 hard copies of the Final FEMA and City Council -approved Plan (actual copying costs to be paid as Reimbursable Expenses per Section 2.3 of this Agreement) — upon Plan finalization. Note: Consultant will retain all data, records, and documentation for the preparation of required items. III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City apprised of the status of performance by delivering the following status reports: A. Project kick-off meeting. B. Planning Team meetings — monthly, or more frequently as requested by Contract Officer. 01007.0001/843486.4 A-12 C. Throughout the project, Consultant will update the City and key stakeholders on project progress. This information will be delivered during project meetings and in monthly status reports (or on a more frequent schedule to be determined based on workload, event occurrence, and other needs). To ensure Consultant maintains steady project progress, Consultant will document all technical work activities and resource allocations and maintain a master project schedule that tracks all ongoing tasks. The schedule will be a living document, updated by Consultant and available to City upon request of Contract Officer, and will be used to ensure all deliverables are completed in a timely manner and within scope, and on budget (although it is understood the scope of services is to be completed at the firm fixed rates as provided in Exhibit "C", Schedule of Compensation, regardless of the actual time/expense incurred by Consultant to complete the work, as stated in Section 1.8). IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. V. Consultant will utilize the following personnel to accomplish the Services: A. Erin Buchanan, CFM — Project Executive B. Chelsea Morgati, CFM — Project Manager/Mitigation Planner C. Steven Foss - Mitigation Planner D. Kristen Martin, CFM — Mitigation Planner E. Candace Snipes — GIS and Hazus Specialist F. Cathy L. Walker, GISP — GIS and Hazus Specialist 01007.0001/843486.4 A-13 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) (added text shown in bold italics, deleted text shown ink) I. Section 3.4, Term, is hereby amended as follows: "3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding five (S) one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance xhibit M» II. Section 5.3, Indemnification, is hereby amended as follows: "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 in eennecAien with as a direct result of the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or ar-ising directly resulting from Consultant's or indemnitors' reckless or willful misconduct, or afisingfrom 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 as a direct result of 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 .,,.;sing eu4 of ^r ;r • ith directly resulting from 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 afising-etA of or- in ewmeefien wi as a direct result of 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, 01007.0001/843486.4 B- I agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. In no event (whether or not such Party has previously been advised of the possibility of such damages) shall either Party be liable for any exemplary, punitive, incidental, special, indirect or consequential damages of any kind, including, without limitation, any loss of profits or revenue, loss of use of property or equipment and business interruption losses, regardless of the cause of such damages, and regardless of whether the claim is based in contract, tort, strict liability or otherwise. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, exeept th design pr-ofessionals' indemn4y her-etinder- shall be limited to elaims and liabilities afising out e . The indemnity abli-gatien provisions of this section shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement." III. Section 7.3, "Retention of Funds," is hereby amended as follows: 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. Prior to deducting or withholding any amount payable to Consultant, City shall notify Consultant of any amounts that may be in dispute, and shall allow Consultant time to rectify, to the extent time permits between the date of such notice and the date the amount payable by City would otherwise be due." 01007.0001/843486.4 $-2 IV. Section 7.8, Termination for Default of Consultant," is hereby amended as follows: "7.8 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City, with prior notification to the Consultant and time to rectify (to the extent time permits between the date of such notice and the date on which payment would otherwise be due), 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." V. Section 9.1, "Notice," is hereby amended as follows: "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, sent by email with delivery receipt, 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 90745 and in the case of the Consultant, to the attention of the Director of Contracts & Compliance, 818 Town & Country Blvd., Suite 200 Houston, Texas 77024 USA contractreauests(&,wittobriens.com with a copy to cioineKi)wittobriens.com; For Legal Notices, a copy shall be provided to: Witt O'Brien's, LLC, Attention: Legal Counsel 2200 Eller Drive Fort Lauderdale, Florida 33316 USA Email. blong(i�ckoncom with a copy to cjoiner@wittobriens.com the per-sen(s) at the addfess designated 0 the o e"en -p e of this g en . 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." 01007.0001/843486.4 B-3 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the tasks listed in the scope of services at the following firm fixed rates: RATE TIME SUB -BUDGET Task 1: Establish $10,860 See Exh. D, §I $10,860 Planning Process Task 2: Assess $47,920 See Exh. D, §I $47,920 Risks and Capabilities Task 3: Develop $22,600 See Exh. D, §I $22,600 Mitigation Strategy Task 4: Adopt and $16,200 See Exh. D, §I $16,200 Implement the Plan Reimbursable Expenses (copying, $2,420 TBD $2,420 travel if needed): II. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub -budget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8. III. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. IV. The total compensation for the Services shall not exceed $100,000 as provided in Section 2.1 of this Agreement. V. For any additional work which may be authorized that is not listed within the scope of services, Consultant's hourly billing rates for all personnel are as follows: 01007.0001/843486.4 C-1 A. Project Executive: $150 B. Project Manager: $130 C. Mitigation Planner II: $120 A GIS Specialist H: $138 E. GIS Specialist I: $100 01007.0001/843486.4 C-2 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall perform all services timely in accordance with the project schedule to be developed by Consultant and subject to the written approval of the Contract Officer, provided the tasks shall be completed by no later than the following dates: Deadline Date A. Task 1 April 30, 2023 B. Task 2 June 30, 2023 C. Task 3 September 30, 2023 D. Task 4 December 31, 2023 II. Consultant shall deliver the following tangible work products to the City by the following dates: A. See Exhibit A, Section II. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 01007.0001/843486.4 D- I WITT 613RIEN"S PART OF THE AMBIPAR GROUP February 1, 2023 Via email: ngarcia@carsonca.gov Nora A. Garcia City of Carson, CA Emergency Services 701 E. Carson Street Carson, CA 90745 RE: RFP 22 -035 -City of Carson Hazard Mitigation Plan Update Signature Authorization of Witt O'Brien's, LLC Dear Nora: This letter is to confirm that I, Tim Whipple, am a manager, officer, and CEO of Witt O'Brien's, LLC as evidenced by the attached Written Consent of Sole Member appointing managers and the Written Consent of Managers appointing officers. Further this letter confirms that: 1. Pursuant to the Written Consent of Sole Member appointing managers, Tim Whipple is authorized to bind and execute contracts on behalf of and in the name of Witt O'Brien's, LLC. 2. Pursuant to the Limited Liability Company Agreement of Witt O'Brien's, LLC the appointed managers may deem as appropriate to delegate its power to any appointed officer. 3. Pursuant to the Limited Liability Company Agreement of Witt O'Brien's, LLC all appointed managers and officers are authorized, in the name of Witt O'Brien's, LLC, "to do and perform all such acts and things, to secure all necessary or appropriate consents and approvals, and to execute, acknowledge, attest to, and deliver all such documents including but not limited to contracts, agreements, insurance policies, bonds, certificates, or other instruments necessary or appropriate to cause the Company to carry out its purpose and exercise its powersgranted to the Company hereunder". 4. Cheryl Joiner is an officer of Witt O'Brien's, LLC as evidenced in the Written Consent of Managers appointing officers and is authorized as an officer to execute contracts and bind Witt O'Brien's, LLC. Best regards, Tim Whipple CEO 818 Town & Country Blvd, Suite 200 T: +1 281 320 9796 Houston TX 77024 F: +1 281 320 9700 wittobriens.com WITT O'BRIEN'S, LLC WRITTEN CONSENT OF THE SOLE MEMBER October 24, 2022 The undersigned, being the sole member (the "Member") of Witt O'Brien's, LLC, a Delaware limited liability company (the "Company"), pursuant to the Delaware Limited Liability Company Act, hereby consents to and adopts the following resolutions and takes the following actions with the same force and effect as if such resolutions had been duly adopted and such actions duly taken at a meeting of the members of the Company duly called and convened, with a full quorum present and acting throughout. WHEREAS, ORM Holdings Inc. ("Seller 1"), ORM Holdings II LLC ("Seller 2", together with Seller 1, the "Sellers"), SEACOR Holdings Inc., and the Member are parties to that certain Purchase and Sale Agreement (the "Purchase and Sale Agreement"), dated as of September 13, 2022; WHEREAS, effective as of the Closing (as defined in the Purchase and Sale Agreement), all of the managers of the Company resigned their positions and the Member desires to appoint replacement managers; WHEREAS; the Member also desires to amend the Sixth Amended and Restated Limited Liability Company Agreement (the "LLCA"); Appointment of Managers RESOLVED, that each of the following named person is hereby appointed, effective immediately as of the Closing Date (as defined in the Purchase and Sale Agreement), to the position set forth opposite his name, to serve until his successor is duly appointed and qualified, or until his earlier death, resignation or removal by the Member: Name Position Guilherme Patini Borlenghi Manager Tim Whipple Manager Thiago da Costa Silva Manager Amendment of LLCA RESOLVED, that the LLCA be amended by deleting the following sentence from Section 7(a): "Each Manager shall be a Citizen. For the purposes of this Agreement, `Citizen' means a citizen of the U.S. within the meaning of 46 U.S.C. Section 50501(a), (b) and (d), and the regulations promulgated thereunder, eligible and qualified to own and 313764561.1 operate U.S.-flag vessels in the U.S. coastwise trade." And that the LLCA be amended by deleting the following sentence from Section 7(c): "Each of the Chief Executive Officer, the President and any other individual who is authorized to act in the absence or disability of the Chief Executive Officer or President, shall be a Citizen."; and be it RESOLVED, that except as expressly amended above, all of the other terms and provisions of the LLCA are hereby ratified and confirmed and shall continue in full force and effect. General Authorization RESOLVED, that the officers of the Company be, and each acting alone hereby is, authorized and directed, in the name and on behalf of the Company, to make all arrangements, to pay all fees and expenses, to do and perform all such acts and things, to secure all necessary or appropriate consents and approvals, and to execute, acknowledge, attest to, and deliver all such documents, certificates, or other instruments necessary or appropriate to fully effect the purposes and intent of the foregoing resolutions, and any and all actions taken by such officers or their designees to date and hereafter to accomplish such purposes are hereby approved, authorized, confirmed, and ratified in all respects; and be it _ RESOLVED FURTHER, that any resolutions previously adopted by the Member that are inconsistent with the foregoing are hereby revoked and of no further force or effect; and be it RESOLVED FURTHER, this Written Consent of the Member may be executed and delivered by facsimile or .pdf or similar electronic means; and be it RESOLVED FURTHER, capitalized terms used but not defined herein have the respective meanings assigned to them in the Purchase and Sale Agreement. IN WITNESS WHEREOF, the undersigned has executed this Written Consent as of the date first above written. AMBIPAR HOLDING USA, By:----' Name: Guilherme Title: President 313764561.1 Nora Garcia From: Benjamin R. Jones <bjones@awattorneys.com> Sent: Wednesday, February 1, 2023 2:43 PM To: Nora Garcia Subject: RE: RFP - 22-035 - City of Carson Hazard Mitigation Plan Update Yes, this suffices, thanks Nora. Benjamin R. Jones I Partner, Assistant City Attorney of Carson Aleshire & Wynder, LLP 1 18881 Von Karman Ave., Suite 1700, Irvine, CA 92612 Tel: (949) 223-1170 j Dir: (949) 250-5430 ) Fax: (949) 223-1180 1 biones@awattorneys.com I awattorneys.com This email and any files transmitted with it may contain privileged or otherwise confidential information. If you are not the intended recipient, or believe that you may have received this communication in error, please advise the sender via email and delete the email you received. From: Nora Garcia <ngarcia@carsonca.gov> Sent: Wednesday, February 1, 2023 2:16 PM To: Benjamin R. Jones <bjones@awattorneys.com> Subject: RE: RFP - 22-035 - City of Carson Hazard Mitigation Plan Update Hi Ben, I hope you're doing well. Please see the attached email, including attachments from Witt O'Brien. I've been waiting on them since 1/12/23. Let me know if this suffices and we'll continue with contract execution. Thank you! Nora A. Garcia Emergency Services Manager City of Carson 701 E. Carson Street Carson, CA. 90745 T: (310) 952-1786 ext. 1603 C: (310) 920-0408 E: nearcia(@carsonca.eov From: Benjamin R. Jones <biones@awattorneys.com> Sent: Tuesday, January 10, 2023 11:01 AM To: Nora Garcia <ngarcia@carsonca.gov> Subject: RE: RFP - 22-035 - City of Carson Hazard Mitigation Plan Update � A'►`R o® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 03/08/2023 THIS CERTIFICATE IS ISSUED ASA 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 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 NAME: Seth Stone Valent Group, LLC HONE C, Ext : (205) 262-2700 ac No : (205) 262-2701 E-MAIL sstone@valentgroup.com ADDRESS: 3500 Blue Lake Drive, Ste. 120 INSURERS) AFFORDING COVERAGE NAIC # Birmingham AL 35243 INSURERA: Steadfast Insurance Company 26387 INSURED INSURER B : Zurich American Ins Co 16535 Witt O'Brien's, LLC INSURER C : O'Brien's Response Management, LLC INSURER D : 818 Town & Country Blvd, Suite 200 INSURER E : INSURER F : Houston TX 77024 COVERAGES CERTIFICATE NUMBER: 2022 COI 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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 AIJULIZIMSK IN WVD POLICYNUMBER POLICY EFF MM/DD/YYYY MWD POLICYEXP D/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACHOCTcnugpCE $ 1,000,000 CLAIMS -MADE FRI OCCUR PREMISES Ea occurrence $ 100,000 MED EXP (Any one person) $ X Professional Liability (see attached)5,000 X Pollution Liability (see attached) PERSONAL&ADV INJURY $ 1,000,000 A Y Y GPL8713651 10/24/2022 08/11/2023 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY [g EC 7 LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident BODILY INJURY (Per person) $ X ANYAUTO B OWNED SCHEDULED AUTOS ONLY AUTOS Y Y BAP8713644-01 10/24/2022 08/11/2023 BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident HIRED NON -OWNED AUTOS ONLY AUTOS ONLY $ UMBRELLALIAB X OCCUR EACH OCCURRENCE $ 10,000,000 AGGREGATE $ AX EXCESS UAB CLAIMS -MADE SXS8598576-00 10/24/2022 08/11/2023 DED I X1 RETENTION $ 0 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIPROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBMB ER EXCLUDED. (Mandatory in NH) NIA Y WC 8713648-00 10/24/2022 08/11/2023 SPER OTH- ><1 TATUTE I ER 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 I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached N more space is required) Certificate Holder, its elected and appointed officers, employees, volunteers and agents are included as Additional Insured as respects General Liability and Auto Liability policies as required by written contract and/or agreement. General Liability coverage is Primary & Non -Contributory. Waiver of Subrogation applies in favor of the aforementioned as respects General Liability, Auto Liability and Workers Compensation as required by written contract and/or agreement. CERTIFICATE HOLDER CANCELLATION ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE INSURANCE APPROVED THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carson W /(� ACCORDANCE WITH THE POLICY PROVISIONS. 701 E Carson St AUTHORIZED REPRESENTATIVE 3/9/2023 Carson CA 90745 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC #: ACORE0 ADDITIONAL REMARKS SCHEDULE Page of AGENCY Valent Group, LLC NAMED INSURED Witt O'Brien's, LLC POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance: Notes Additional Coverage Information: General Liability policy includes the following: Professional Liability - Claims Made Each Claim Limit: $1,000,000 Contractor's Pollution Liability - Occurrence Each Claim Limit: $1,000,000 Transportation of Materials by Carrier (Auto, Aircraft, Vessel, Rolling Stock) Endorsement applies as follows: Transportation Each Incident: $1,000,000 Transportation Aggregate: $1,000,000 Auto Liability includes the following endorsements: MCS 90 CA9948 - Pollution Liability - Broadened Coverages for Covered Autos Workers Compensation includes the following endorsements: Maritime Employers Liability Excess Liability provides coverage over General Liability, Pollution Liability, Professional Liability, Auto Liability and Employer's Liability per the underlying terms subject to any policy terms, conditions and/or exclusions. Cyber Liability Insurers C: Arch Specialty Ins Co NAIC #: 21199 40% quota share Ascot Specialty Ins Co NAIC #: 45055 25% quota share Allianz Underwriters Ins Co NAIC #: 36420 25% quota share Fortega Specialty Ins Co NAIC #: 16823 10% quota share Limits: Network and Information Liability: $2,000,000 Regulatory Defense and Penalty: $2,000,000 Multimedia Content Liability: $2,000,000 PCI Fines and Assessments: $2,000,000 Breach Response: $2,000,000 Crisis Management and Public Relations: $2,000,000 Cyber Extortion: $2,000,000 Business Interruption and Extra Expenses: $2,000,000 Digital Asset Restoration: $2,000,000 Funds Transfer Fraud: $250,000 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Coverage Extension Endorsement ZURICH THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. BAP 8713644 - 01 Effective Date: 08/11/2022 This endorsement modifies insurance provided under the: Business Auto Coverage Form Motor Carrier Coverage Form A. Amended Who Is An Insured 1. The following is added to the Who Is An Insured Provision in Section II — Covered Autos Liability Coverage: The following are also "insureds": a. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow for acts performed within the scope of employment by you. Any "employee" of yours is also an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your business. b. Anyone volunteering services to you is an "insured" while using a covered "auto" you don't own, hire or borrow to transport your clients or other persons in activities necessary to your business. c. Anyone else who furnishes an "auto" referenced in Paragraphs A.1.a. and A.1.b. in this endorsement. d. Where and to the extent permitted by law, any person(s) or organization(s) where required by written contract or written agreement with you executed prior to any "accident", including those person(s) or organization(s) directing your work pursuant to such written contract or written agreement with you, provided the "accident" arises out of operations governed by such contract or agreement and only up to the limits required in the written contract or written agreement, or the Limits of Insurance shown in the Declarations, whichever is less. 2. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance — Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form: Coverage for any person(s) or organization(s), where required by written contract or written agreement with you executed prior to any "accident", will apply on a primary and non-contributory basis and any insurance maintained by the additional "insured" will apply on an excess basis. However, in no event will this coverage extend beyond the terms and conditions of the Coverage Form. B. Amendment —Supplementary Payments Paragraphs a.(2) and a.(4) of the Coverage Extensions Provision in Section II — Covered Autos Liability Coverage are replaced by the following: (2) Up to $5,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. C. Fellow Employee Coverage The Fellow Employee Exclusion contained in Section II — Covered Autos Liability Coverage does not apply. U -CA -424-H CW (10/21) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 6 D. Driver Safety Program Liability and Physical Damage Coverage 1. The following is added to the Racing Exclusion in Section II — Covered Autos Liability Coverage: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. 2. The following is added to Paragraph 2. in B. Exclusions of Section III — Physical Damage Coverage of the Business Auto Coverage Form and Paragraph 2.b. in B. Exclusions of Section IV — Physical Damage Coverage of the Motor Carrier Coverage Form: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. E. Lease or Loan Gap Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Lease Or Loan Gap Coverage In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the lease or loan for a covered "auto", less: a. Any amount paid under the Physical Damage Coverage Section of the Coverage Form; and b. Any: (1) Overdue lease or loan payments at the time of the 'loss"; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Security deposits not returned by the lessor; (4) Costs for extended warranties, credit life insurance, health, accident or disability insurance purchased with the loan or lease; and (5) Carry-over balances from previous leases or loans. F. Towing and Labor Paragraph A.2. of the Physical Damage Coverage Section is replaced by the following: We will pay up to $75 for towing and labor costs incurred each time a covered "auto" that is a "private passenger type", light truck or medium truck is disabled. However, the labor must be performed at the place of disablement. As used in this provision, "private passenger type" means a private passenger or station wagon type "auto" and includes an "auto" of the pickup or van type if not used for business purposes. G. Extended Glass Coverage The following is added to Paragraph A.3.a. of the Physical Damage Coverage Section: If glass must be replaced, the deductible shown in the Declarations will apply. However, if glass can be repaired and is actually repaired rather than replaced, the deductible will be waived. You have the option of having the glass repaired rather than replaced. H. Hired Auto Physical Damage — Increased Loss of Use Expenses The Coverage Extension for Loss Of Use Expenses in the Physical Damage Coverage Section is replaced by the following: Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or written rental agreement. We will pay for loss of use expenses if caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; U -CA -424-H CW (10/21) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 6 (2) Specified Causes Of Loss only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of $3000. I. Personal Effects Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Personal Effects Coverage a. We will pay up to $750 for "loss" to personal effects which are: (1) Personal property owned by an "insured"; and (2) In or on a covered "auto". b. Subject to Paragraph a. above, the amount to be paid for "loss" to personal effects will be based on the lesser of: (1) The reasonable cost to replace; or (2) The actual cash value. c. The coverage provided in Paragraphs a. and b. above, only applies in the event of a total theft of a covered "auto". No deductible applies to this coverage. However, we will not pay for "loss" to personal effects of any of the following: (1) Accounts, bills, currency, deeds, evidence of debt, money, notes, securities, or commercial paper or other documents of value. (2) Bullion, gold, silver, platinum, or other precious alloys or metals; furs or fur garments; jewelry, watches, precious or semi-precious stones. (3) Paintings, statuary and other works of art. (4) Contraband or property in the course of illegal transportation or trade. (5) Tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. Any coverage provided by this Provision is excess over any other insurance coverage available for the same "loss". J. Tapes, Records and Discs Coverage 1. The Exclusion in Paragraph BA.a. of Section III — Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph B.2.c. of Section IV — Physical Damage Coverage in the Motor Carrier Coverage Form does not apply. 2. The following is added to Paragraph 1.a. Comprehensive Coverage under the Coverage Provision of the Physical Damage Coverage Section: We will pay for "loss" to tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. We will pay only if the tapes, records, discs or other similar audio, visual or data electronic devices: (a) Are the property of an "insured"; and (b) Are in a covered "auto" at the time of "loss". The most we will pay for such 'loss" to tapes, records, discs or other similar devices is $500. The Physical Damage Coverage Deductible Provision does not apply to such "loss". K. Airbag Coverage The Exclusion in Paragraph B.3.a. of Section III — Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph 13.4.a. of Section IV — Physical Damage Coverage in the Motor Carrier Coverage Form does not apply to the accidental discharge of an airbag. L. Two or More Deductibles The following is added to the Deductible Provision of the Physical Damage Coverage Section: U -CA -424-H CW (10/2 1) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 6 If an accident is covered both by this policy or Coverage Form and by another policy or Coverage Form issued to you by us, the following applies for each covered "auto" on a per vehicle basis: 1. If the deductible on this policy or Coverage Form is the smaller (or smallest) deductible, it will be waived; or 2. If the deductible on this policy or Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. M. Temporary Substitute Autos — Physical Damage 1. The following is added to Section I — Covered Autos: Temporary Substitute Autos — Physical Damage If Physical Damage Coverage is provided by this Coverage Form on your owned covered "autos", the following types of vehicles are also covered "autos" for Physical Damage Coverage: Any "auto" you do not own when used with the permission of its owner as a temporary substitute for a covered "auto" you do own but is out of service because of its: 1. Breakdown; 2. Repair; 3. Servicing; 4. "Loss"; or 5. Destruction. 2. The following is added to the Paragraph A. Coverage Provision of the Physical Damage Coverage Section: Temporary Substitute Autos — Physical Damage We will pay the owner for "loss" to the temporary substitute "auto" unless the "loss" results from fraudulent acts or omissions on your part. If we make any payment to the owner, we will obtain the owner's rights against any other party. The deductible for the temporary substitute "auto" will be the same as the deductible for the covered "auto" it replaces. N. Amended Duties In The Event Of Accident, Claim, Suit Or Loss Paragraph a. of the Duties In The Event Of Accident, Claim, Suit Or Loss Condition is replaced by the following: a. In the event of "accident", claim, "suit" or "loss", you must give us or our authorized representative prompt notice of the "accident", claim, "suit" or "loss". However, these duties only apply when the "accident", claim, "suit" or "loss" is known to you (if you are an individual), a partner (if you are a partnership), a member (if you are a limited liability company) or an executive officer or insurance manager (if you are a corporation). The failure of any agent, servant or employee of the "insured" to notify us of any "accident", claim, "suit" or "loss" shall not invalidate the insurance afforded by this policy. Include, as soon as practicable: (1) How, when and where the "accident" or "loss" occurred and if a claim is made or "suit" is brought, written notice of the claim or "suit" including, but not limited to, the date and details of such claim or "suit'; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. If you report an "accident", claim, "suit" or "loss" to another insurer when you should have reported to us, your failure to report to us will not be seen as a violation of these amended duties provided you give us notice as soon as practicable after the fact of the delay becomes known to you. 0. Waiver of Transfer Of Rights Of Recovery Against Others To Us The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: U -CA -424-H CW (10/21) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 6 This Condition does not apply to the extent required of you by a written contract, executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract. This waiver only applies to the person or organization designated in the contract. P. Employee Hired Autos — Physical Damage Paragraph b. of the Other Insurance Condition in the Business Auto Coverage Form and Paragraph f. of the Other Insurance — Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form are replaced by the following: For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented under a written contract or written agreement entered into by an "employee" or elected or appointed official with your permission while being operated within the course and scope of that "employee's" employment by you or that elected or appointed official's duties as respect their obligations to you. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". Q. Unintentional Failure to Disclose Hazards The following is added to the Concealment, Misrepresentation Or Fraud Condition.- However, ondition:However, we will not deny coverage under this Coverage Form if you unintentionally: (1) Fail to disclose any hazards existing at the inception date of this Coverage Form; or (2) Make an error, omission, improper description of "autos" or other misstatement of information. You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to the acceptance of this policy. R. Hired Auto — World Wide Coverage Paragraph 7.b.(5) of the Policy Period, Coverage Territory Condition is replaced by the following: (5) Anywhere else in the world if a covered "auto" is leased, hired, rented or borrowed for a period of 60 days or less, S. Bodily Injury Redefined The definition of "bodily injury" in the Definitions Section is replaced by the following: "Bodily injury" means bodily injury, sickness or disease, sustained by a person including death or mental anguish, resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease. T. Expected Or Intended Injury The Expected Or Intended Injury Exclusion in Paragraph B. Exclusions under Section II — Covered Auto Liability Coverage is replaced by the following: Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the "insured". This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. U. Physical Damage — Additional Temporary Transportation Expense Coverage Paragraph AA.a. of Section III — Physical Damage Coverage is replaced by the following: 4. Coverage Extensions a. Transportation Expenses We will pay up to $50 per day to a maximum of $1,000 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". U -CA -424-H CW (10/21) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 6 V. Replacement of a Private Passenger Auto with a Hybrid or Alternative Fuel Source Auto The following is added to Paragraph A. Coverage of the Physical Damage Coverage Section: In the event of a total 'loss" to a covered "auto" of the private passenger type that is replaced with a hybrid "auto" or "auto" powered by an alternative fuel source of the private passenger type, we will pay an additional 10% of the cost of the replacement "auto", excluding tax, title, license, other fees and any aftermarket vehicle upgrades, up to a maximum of $2500. The covered "auto" must be replaced by a hybrid "auto" or an "auto" powered by an alternative fuel source within 60 calendar days of the payment of the "loss" and evidenced by a bill of sale or new vehicle lease agreement. To qualify as a hybrid "auto", the "auto" must be powered by a conventional gasoline engine and another source of propulsion power. The other source of propulsion power must be electric, hydrogen, propane, solar or natural gas, either compressed or liquefied. To qualify as an "auto" powered by an alternative fuel source, the "auto" must be powered by a source of propulsion power other than a conventional gasoline engine. An "auto" solely propelled by biofuel, gasoline or diesel fuel or any blend thereof is not an "auto" powered by an alternative fuel source. W. Return of Stolen Automobile The following is added to the Coverage Extension Provision of the Physical Damage Coverage Section: If a covered "auto" is stolen and recovered, we will pay the cost of transport to return the "auto" to you. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. All other terms, conditions, provisions and exclusions of this policy remain the same. U -CA -424-H CW (10/21) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 6 Policy Number BAP 8713644 - 01 SCHEDULE OF NAMED INSURED(S) Named Insured Ambipar Holdings USA, Inc. Effective Date: 08/11/2022 12:01 A.M., Standard Time Agent Name SYNAPSE SERVICES LLC Agent No. 23175000 NAMED INSURED Ambipar Holdings USA, Inc. IntraCostal Environmental LLC Ambipar Holdings, INC One Stop Environmental LLC Ambipar Response L1 Ambipar Response Instracostal, Inc Ambipar Response One Stop Environmental Witt O'Brien's, LLC O'Briens Response Management, LLC U -GU -621-A CW (10/02) Page 1 of 1 Additional Insured -Automatic -Owners, Lessees Or Contractors Coverage Part One -Commercial General Liability Coverage Part Two -Contractor's Pollution Liability 0 m ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'I Prem. Return Prem. GPL 8713651-00 08/12/2022 08/12/2023 08/12/2022 23175000 ---------- ---------- Named Insured and Mailing Address: AMBIPAR HOLDINGS USA INC 4800 DIVISION AVE BIRMINGHAM, AL 35222-1620 Producer: SYNAPSE SERVICES LLC 198 W HIGH ST SOMERVILLE, NJ 08876-1862 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: Environmental Services Package Policy D COVERAGE PART ONE -COMMERCIAL GENERAL LIABILITY COVERAGE PART TWO -CONTRACTOR'S POLLUTION LIABILITY 1. Who is an Insured (Section I.) in the COMMON COVERAGE PROVISIONS is amended to include as an additional insured any person(s) or organization(s) whom you are required to add as an additional insured on this policy under a written contract or written agreement. 2. The insurance provided to the additional insured person(s) or organization(s) applies only to: a. "Bodily injury", "property damage" or "personal and advertising injury" under COVERAGE PART ONE - COMMERCIAL GENERAL LIABILITY, COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY and COVERAGE B - PERSONAL AND ADVERTISING INJURY LIABILITY caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; and resulting directly from: (a) Your ongoing operations performed for the additional insured, which is the subject of the written contract or written agreement; or (b) "Your work" completed as included in the "products -completed operations hazard", performed for the additional insured, which is the subject of the written contract or written agreement; and/or b. "Claims" arising out of a "pollution event" under COVERAGE PART TWO - CONTRACTOR'S POLLUTION LIABILITY, caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, and resulting directly from: (a) "Covered operations" performed for the additional insured, which is the subject of the written contract or written agreement; or STF-ESP-1 01 -F CW (04/13) Page 1 of 3 (b) "Completed operations" of the "covered operations" performed for the additional insured, which is the subject of the written contract or written agreement. 3. However, regardless of the provisions of paragraphs 1. and 2. above, the insurance afforded to such additional insured: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the written contract or written agreement to provide to such additional insured. 4. With respect to the insurance afforded to the additional insured under this endorsement, the following is added to Section III — Limits Of Insurance and Deductible: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement you have entered into with the additional insured; or b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations 5. The insurance provided to the additional insured person or organization does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering or failure to render any professional architectural, engineering or surveying services including: (1) The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any architectural, engineering or surveying services. 6. The additional insured must see to it that: a. We are notified as soon as practicable of an 'occurrence", offense or "pollution event', as applicable, that may result in a claim; b. We receive written notice of a claim or "suit' as soon as practicable; and c. A request for defense and indemnity of the claim or "suit' will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured, if the written contract or written agreement requires that this coverage be primary and non-contributory. 7. For the coverage provided by this endorsement: a. The following paragraph is added to Paragraph 8.a. Other Insurance, Conditions (Section V.) in the COMMON COVERAGE PROVISIONS: Primary and Noncontributory Insurance This Insurance is primary to and will not seek contribution from any other insurance available to an additional insured under this endorsement provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. b. The following paragraph is added to Paragraph 8.b. Other Insurance, Conditions (Section V.) in the COMMON COVERAGE PROVISIONS: This insurance is excess over: STF-ESP-1 01 -F CW (04/13) Page 2 of 3 Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same 'occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. 8. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED, STF-ESP-101-F CW (04/13) Page 3 of 3 Waiver of Transfer of Rights of Recovery Against Others — Blanket as Required by Contract ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'] Prem. Return Prem. GPL 8713651-00 08/12/2022 08/12/2023 08/12/2022 23175000 ---------- ---------- Named Insured and Mailing Address: Producer: AMBIPAR HOLDINGS USA INC SYNAPSE SERVICES LLC 4800 DIVISION AVE 198 W HIGH ST BIRMINGHAM, AL 35222-1620 SOMERVILLE, NJ 08876-1862 ITHIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: Environmental Services Package Policy [ X ] COVERAGE PART ONE — COMMERCIAL GENERAL LIABILITY [ X ] COVERAGE PART TWO — CONTRACTOR'S POLLUTION LIABILITY [ X ] COVERAGE PART THREE — PROFESSIONAL LIABILITY In consideration of the payment of premium and the Deductible by you and in reliance. upon the statements in the Application made a part hereof, we agree with you, subject to all the terms, exclusions and conditions that with respect to the coverage parts indicated above Conditions (Section V.) of the COMMON COVERAGE PROVISIONS, Condition 14. Subrogation is amended by the addition of the following: We waive any right of recovery we may have against any person or organization whom you are required to waive your right of subrogation by a written contract or written agreement executed and effective prior to the performance of your services which is the subject of such written contract or written agreement. ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. STF-ESP-248-A CW (04/10) Page 1 of 1 Named Insured — Additions ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'I Prem. Return Prem. GPL 8713651-00 08/12/2022 08/12/2023 08/12/2022 23175000 Named Insured and Mailing Address: Producer: AMBIPAR HOLDINGS USA INC SYNAPSE SERVICES LLC 4800 DIVISION AVE 198 W HIGH ST BIRMINGHAM, AL 35222-1620 SOMERVILLE, NJ 08876-1862 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: Professional Environmental Consultant's Liability Insurance Policy Professional Environmental Consultant's Liability Insurance Policy - Claims Made and Reported Coverage Professional Consultant's Liability Insurance Policy - Claims Made and Reported Coverage Contractor's Pollution Liability Insurance Policy Contractor's Pollution Liability Insurance Policy - Claims Made and Reported Coverage Environmental Services Package Policy Schedule IntraCostal Environmental LLC One Stop Environmental LLC Ambipar Response L1 Ambipar Response Instracostal, Inc Ambipar Response One Stop Environmental Witt O'Briens, LLC O'Brien's Response Management, LLC STF-ENVL-1583-A CW (08/08) Page 1 of 2 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 .(Ed.04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from 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 contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION 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 08/11/2022 Policy No. WC 8713648 - 00 Endorsement No. Insured Ambipar Holdings USA, Inc. Premium $ Insurance Company Zurich American Insurance Company of Illinois Countersigned by WC124 (4-84) Copyright 1983 National Council on Compensation Insurance, Inc. Page 1 of 1 WC 00 03 13 Schedule of Underlying Insurance ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'I Prem. Return Prem. SXS 8598576-00 08/12/2022 08/12/2023 08/12/2022 23175000 _____----- ---------- Named Insured and Mailing Address: AMBIPAR HOLDINGS USA INC 4800 DIVISION AVE BIRMINGHAM, AL 35222-1620 Producer: SYNAPSE SERVICES LLC 198 W HIGH ST SOMERVILLE, NJ 08876-1862 Company, Policy No. and Term Coverage Applicable Limits A. Company: Steadfast Insurance Company Commercial General $1,000,000 Premises - Each Liability Occurrence Policy No: GPL 8713651-00 Term: 08/12/2022 to 08/12/2023 Environmental Package $1,000,000 Products/ Policy Completed Ops - Each Occurrence $2,000,000 Products / Completed Operations Aggregate $2,000,000 General Aggregate Per Location /Per Project Term Aggregate $10,000,000 $1,000,000 Personal Injury/ Advertising Injury Including Employee $1,000,000 Employee Benefits - Benefits Each Claim $1,000,000 Employee Benefits - General Aggregate Company, Policy No. and Term Coverage Applicable Limits B. Company: Steadfast Insurance Company Commercial Auto Liability $1,000,000 Combined Single Limit Policy No: BAP 8713644-00 Business Automobile Liability Term: 08/12/2022 to 08/12/2023 Company, Policy No. and Term Coverage Applicable Limits U-SXS-101-A CW (09/11) Page 1 of 2 C. Company: Steadfast Insurance Company Policy No: WC 8713648-00 Term: 08/12/2022 to 08/12/2023 Employers Liability $1,000,000 Bodily Injury By Accident - Each Accident Workers $1,000,000 Bodily Injury By Compensation Disease - Each Employee $1,000,000 Bodily Injury By Disease - Policy Limit U-SXS-101-A CW (09/11) Page 2 of 2 Extended Schedule of Underlying Insurance •y ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'] Prem. Return Prem. SXS 8598576-00 08/12/2022 08/12/2023 08/12/2022 23175000 ---------- ---------- Named Insured and Mailing Address: AMBIPAR HOLDINGS USA INC 4800 DIVISION AVE BIRMINGHAM, AL 35222-1620 Producer: SYNAPSE SERVICES LLC 198 W HIGH ST SOMERVILLE, NJ 08876-1862 Company, Policy No. and Tenn Coverage Applicable Limits Company: Steadfast Insurance Company Professional Liability $1,000,000 Each Accident Policy No: GPL 8713651-00 Environmental Package $2,000,000 Aggregate Term: 08/12/2022 to 08/12/2023 Company, Policy No. and Term Coverage Applicable Limits Company: Steadfast Insurance Company Pollution Liability $1,000,000 Each Incident Policy No: GPL 8713651-00 Environmental Package Term: 08/12/2022 to 08/12/2023 $2,000,000 Policy Aggregate $2,000,000 Products / Completed Operations Aggregate U-SXS-102-A CW (09/11) Page 1 of 1 Nora Garcia From: Roobik Galoosian Sent: Thursday, March 9, 2023 9:33 AM To: Nora Garcia; West, Kim Cc: Stephanie Cardona; Buchanan, Erin M Subject: RE: RFP - 22-035 - City of Carson Hazard Mitigation Plan Update Attachments: Witt OBrien COI - 20230308 ACORD Form 20230222-134727.pdf Hi Nora, Yes, this is good. This insurance is approved. Thanks, Roobik Galoosian Risk Management City of Carson 701 E. Carson Street Carson, CA 90745 Ph: 310.952.1764 Fax: 310.830.2471 City Hall is Closed on Friday From: Nora Garcia <ngarcia@carsonca.gov> Sent: Thursday, March 9, 2023 8:52 AM To: West, Kim <kwest@wittobriens.com> Cc: Stephanie Cardona <scardona@carsonca.gov>; Buchanan, Erin M <EBuchanan@wittobriens.com>; Roobik Galoosian <RGaloosian@carsonca.gov> Subject: RE: RFP - 22-035 - City of Carson Hazard Mitigation Plan Update Thank you, Kim. Roobik, Please review and let me know if the documentation provided will suffice. Nora A. Garcia Emergency Services Manager City of Carson 701 E. Carson Street 1 POST -COUNCIL TUESDAY, JANUARY 3, 2023 Item No. 11. 2022-1024 CONSIDER ADOPTING A RESOLUTION RE -AUTHORIZING THE MEETINGS OF THE LEGISLATIVE BODIES OF THE CITY TO BE CONDUCTED VIA REMOTE TELECONFERENCING IN ACCORDANCE WITH GOVERNMENT CODE SECTION 54953(E) FOR A CONTINUED 30 -DAY PERIOD (CITY COUNCIL, SUCCESSOR AGENCY, HOUSING AUTHORITY) Recommendation: ADOPT Resolution No. 23-006, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, THE ARSON HOUSING AUTHORITY BOARD, AND THE CARSON SUCCESSOR AGENCY BOARD, MAKING FINDINGS RELATED TO THE CONTINUED EXISTENCE OF A STATE OF EMERGENCY DUE TO COVID-19 AND RE -AUTHORIZING THE MEETINGS OF THE LEGISLATIVE BODIES OF THE CITY OF CARSON, CARSON SUCCESSOR AGENCY AND CARSON HOUSING AUTHORITY TO BE CONDUCTED VIA REMOTE TELECONFERENCING IN ACCORDANCE WITH GOVERNMENT CODE SECTION 54953(e) FOR A CONTINUED 30 -DAY PERIOD." (Exhibit No. 1)" Item No. 12. 2023-1064 CONSIDER AN AGREEMENT WITH 3M BILLBOARDS, LLC FOR THE PLACEMENT OF NETWORKED DIGITAL BILLBOARDS LOCATED ALONG FREEWAYS THROUGHOUT THE CITY CARSON CITY COUNCIL Continued to date TBD JANUARY 3, 2023 �sr: 2ND. AYES: NOES: ABSTAIN: ABSENT: Recommendation: 1. APPROVE an agreement provided by staff that leaves the financial terms consistent with the Development Agreement P3, but revised that raises critical issues discussed herein (agreement to be walked on at Council meeting). Item No. 13. 2022-1022 CONSIDER TAKING A POSITION OF SUPPORT AND SENDING A CORRESPONDING LETTER TO THE OFFICE OF GOVERNOR GAVIN NEWSOM REGARDING THE ENACTMENT OF A PRICE GOUGING PENALTY ON OIL COMPANIES WITH A REQUEST THAT LOCAL OIL TAXES ARE PRESERVED (CITY COUNCIL) Recommendation: TAKE a position of SUPPORT and DIRECT staff to transmit a corresponding letter. Item No. 14. 2022-977 CONSIDER MULTIPLE RESOLUTIONS TO ACCEPT HAZARD MITIGATION GRANT PROGRAM FUNDS FROM FEMA THROUGH CALIFORNIA GOVERNOR'S OFFICE OF CITY OF CARSON Page 3 POST -COUNCIL TUESDAY, JANUARY 3, 2023 EMERGENCY SERVICES AND AMENDING THE AMENDING THE FISCAL YEAR 2022-2023 BUDGET TO REFLECT THE INCREASED REIMBURSABLE EXPENDITURE Recommendation: WAIVE further reading and ADOPT the following Resolutions: 1. Resolution No. 23-022, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, ACCEPTING A $70,866.08 IN GRANT FUNDS FROM THE CALIFORNIA GOVERNOR'S OFFICE OF EMERGENCY SERVICES, AS A SUB-RECIEPIENT OF A FEMA HMPG GRANT." 2. Resolution No. 23-004, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, AMENDING THE FISCAL YEAR 2022- 2023 BUDGET TO ACCEPT THE HAZARD MITIGATION GRANT FUNDS FOR THE UPDATE OF THE HAZARD MITIGATION PLAN." Item No. 15. 2022-962 CONSIDER AWARDING A CONSULTING AGREEMENT WITH WITT O'BRIEN'S TO UPDATE THE CITY OF CARSON'S 2013 HAZARD MITIGATION PLAN Recommendation: 1. AWARD and APPROVE the proposed Contract Services Agreement with Witt O'Brien's, LLC for an amount not to exceed $100,000.00 (Exhibit No. 4; "Agreement"). 2. AUTHORIZE the Mayor to execute the Agreement following approval as to form by the City Attorney. Item No. 16. 2022-1023 CONSIDER CORRECTION AFSCME 809 PART TIME EMPLOYEE SALARY SCHEDULE PURSUANT TO CALIFORNIA STATE LAW Recommendation: 1. APPROVE attached Exhibit 1 AFSCME 809 Part Time Schedule which goes into effect January 1, 2023. Item No. 17. 2022-1019 CONSIDER APPROVAL OF THE SUCCESSOR AGENCY RECOGNIZED OBLIGATION PAYMENT SCHEDULE (ROPS FY 23-24) FOR THE PERIOD OF JULY 1, 2023 TO JUNE 30, 2024 (SUCCESSOR AGENCY) Recommendation: TAKE the following action: 1. APPROVE the ROPS FY 23-24 and DIRECT staff to submit the ROPS FY 23-24 with any necessary amendments to the Second District Consolidated Oversight Board and required agencies for approval. Item No. 18. 2022-863 CONSIDER THE INTERIM DEVELOPMENT IMPACT FEE ANNUAL AND FIVE-YEAR REPORT FOR FISCAL YEAR 2021-2022, PURSUANT TO GOVERNMENT CODE SECTION 66006 (CITY COUNCIL) CITY OF CARSON Page 4