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HomeMy Public PortalAboutC-23-126 - ALTA PLANNING 2023 JUN 21CONTRACT SERVICES AGREEMENT By and Between CITY OF CARSON and ALTA PLANNING + DESIGN, INC. 21st June 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. 01007.00061869555.1 -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 (1 80) 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: .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 Four Hundred Three Thousand Nine Hundred Two Dollars and Zero Cents ($403,902.00) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8. 01007.0006/869555.1 -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 perfonned 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. 01007.00061869555.1 -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 ces 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 Teri r. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit 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: Emily Duchon, ASLA Vice President and California Regional Manager (Title) (Name) 01007.0006/869555.1 (Name) (Title) (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 teiiii 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 Ian Holst, PE, Associate City Engineer. 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 terns 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, perfoiin 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 01007.0006/8695551 -6- independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. 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 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 teuir 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 (Coverage Form ISO CGL CG 00 01 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, with Employer's Liability insurance coverage limits of at least $1,000,000.00. (c) Automotive Insurance (Coverage Form ISO CA 00 01 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 01007.0006/869555.1 -7- than $1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars and any automobile. (d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession, as determined by the City's Risk Manager, provided that the limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. 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 party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply 01007.0006/869555.1 -8- with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following "cancellation" notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30) -DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] Iry 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, 01007.0006/869555.1 -9- arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 5.4 Sufficiency of Insurer. Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A-" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk 01007.0006/869555.1 -10- Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts 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 01007.0006/869555.1 -11- ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, 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 Infoiiiiation. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such infoiination is in the public domain or already known to Consultant. Consultant shall not release or disclose any such infoiiiiation 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 infoii,iation or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify City should . Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 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 01007.00061869555.1 -12- concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other tei,il, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 01007.0006/869555.1 -13- 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement. 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 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 deteiuiine.'Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Consultant. ermination 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. 01007.0006/869555.1 -14- 7.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement 8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 01007.0006/869555.1 -15- 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Carson, 701 East Carson, Carson, California 90745 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in 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. 01007.00061869555.1 -16- 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 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), omissions) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials 9.7 Corporate Authority. yArY 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] 01007.0006/869555. -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 ATTEST: Cultor s C, -e- fa Dr. Khaleah R. Bradshaw, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Sunny K. Soltani, City Attorney [rjl] a Davis -Holmes, Mayor CONSULTANT: ALTA PLANNING + DESIGN, INC., a California corporation By: Name: S+evcn Frisson Title: Vie.,. ?rt.siel`.c..t- as D By: 4 N me: Katlicrinc. Mt-.+ Title:'TreAsvxcr Address: 711 SE Grand Ave Portland, OR 97214 Au{-kori se.i Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01007.0006/869555.1 -18- 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 Lula Davis -Holmes, Mayor ATTEST: Dr. Khaleah R. Bradshaw, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Sunny K. Soltani, City Attorney [rjl] CONSULTANT: ALTA PLANNING + DESIGN, INC., a California corporation By: Name: Skvw► ¶ n Title: V:u Wcs;daht a% Audi Rwt% 04 -1A -Li By: - ,t,Gvr Name: Ka't1vw•+ni Title: Trt wv.rs..r Address: 711 SE Grand Ave Portland, OR 97214 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01007.0006/869555.1 -18- 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 OREGON COUNTY OF MULTNOMAH On !ham& 4r'-, 2023 before me,Ae,,,,h0.4. rty4.4.4-bers., personally appeared Sleijiaft'F g n , proved to me on the basis of Qatisfactory evidence to'tSe 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 Oregon that the foregoing paragraph is true and correct. WITNESS my hand and official seal. OFFICIAL Si AMP JAMIE MARIE ANDERSON NOTARY PUBLIC URE( ON COMMISSION NO. 100141:?. MY COW/1;5510N EXPIIES JUNt 2rs. z0[4 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY -IN -FACT ❑ TRUSTEE(S)- 1=1 GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE 01007.0006/869555.1 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 OREGON COUNTY OF MULTNOMAH On MtAAy 2.4r; 2023 before me, c.,,,y,;t. ,sIxtna,,,personally appeared V,t, „u;,, a sh,,,fts,proved to me on the basis of thtisfactory evidence to' e the person(s) whose names(s) is/are subscribed to the '6ithin 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 Oregon that the foregoing paragraph is true and correct. WITNESS my hand and official seal. dPE!CIR. "� Signature. ! v '- JAMIE Ma •. fll As DISAgON : � e.uON COt.,,,�'•� jC. r+rtg. !001412 elici,. r. ���iNi_�• 2t1,.2024 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) El LIMITED El GENERAL ATTORNEY -IN -FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE 01007.0006/869555.1 EXHIBIT "A" SCOPE OF SERVICES Consultant will perform the following Services in accordance with the Sustainable Communities Grants Restricted Grant Agreement between Caltrans and the City of Carson, included as Exhibit "B-2" of this Agreement. Task 1 -- Project Management Plan and Team Meetings 1.1 Project Management Plan Consultant shall prepare a Project Management Plan (PMP) for the project that will include details on the expected work task milestones, team coordination, lead communications, and quality assurance/quality control procedures between the consultant and City staff. The PMP will include the project schedule and all deadlines for deliverables with responsibilities and submission procedures clearly outlined. In addition, Consultant shall work with the City to develop a regular project meeting schedule to facilitate collaboration and coordination between City staff and the Consultant team. Deliverables • Project Management Plan • Project Schedule 1.2 -- Project Team Meetings This task will include regularly scheduled project meetings between City staff and the Consultant team, as established in the PMP. Meeting agenda and notes will be documented and made available to Caltrans, City staff, and the Consultant team. Deliverables • Meeting Agendas • Meeting Notes Task 2 -- Research & Analysis 2.1 State, Regional, and Local Agency Plan/Policy Review Consultant shall be responsible for reviewing relevant state, regional, and local agency planning and policy documents, including but not limited to, the California's Streets and Highways Code; Caltrans Strategic Plan, California Transportation Plan 2050; California State Bicycle and Pedestrian Plan (and related modal connectivity plans); SCAG's Regional Transportation Plan/Sustainable Communities Strategy (RTP/SCS) and Active Transportation Plan; South Bay Cities Council of Governments (SBCCOG) Climate Adaptation and related plans, LA Metro's Active Transportation Strategic Plan and 01007.0006/869555.1 A-1 First/Last Mile Plans; and other documents pertaining to Complete Streets, Smart Mobility, and Sustainable Communities planning efforts. This task also includes the review of the following existing City plans and documents that will be updated and integrated into a single Carson Active Transportation and Connectivity Plan: 2011 Bicycle Master Plan, 2013 Active Transportation Plan, ADA plans, Local Hazard Mitigation Plan, Carson Local Roadway Safety Plan, and other area plans. The CATCP will also compliment and be coordinated with the City's General Plan Elements, including mobility, safety, and transit -oriented development. This review will ensure that the CATCP will be consistent with and support existing state, regional, and local plans, policies, and programs. Deliverables • Policy Evaluation Summary Analysis 2.2 Existing Infrastructure/Facilities Inventory and Mapping Consultant shall identify and map the existing bicycle and pedestrian infrastructure and facilities throughout the City, including Class I, II, and III bikeways, sidewalks, paths, bicycle storage racks and lockers, crosswalks, ADA ramps, and safe routes to schools. The plan's focus, however, will be on corridors providing connectivity to schools, parks, transit, employment, and civic centers, including the North/South corridors of Main St, Avalon Blvd, Wilmington Ave, and East/West corridors of Victoria St/University Dr, Carson St, 223rd St, and Sepulveda Blvd. Deliverables • Facilities/Infrastructure Inventory List and Related Maps 2.3 City-wide Origins, Destinations, and Connectivity Analysis and Mapping Consultant shall identify key origins and destinations throughout the City, including important points of connection (schools, parks, transit, employment, commercial/retail, civic centers), and prepare a map of land use settlement patterns, such as locations of residential neighborhoods, schools, hospitals, elder care facilities, major employers, shopping centers, etc. Deliverables • City-wide Origins, Destinations, and Connectivity Analysis and Related Maps 2.4 Existing Intermodal Connections Inventory and Mapping Consultant shall prepare a map and description of existing transit stops and stations for inteuiiiodal connectivity. Deliverables 01007.0006/869555.1 A-2 • Intermodal Maps 2.5 Needs Analysis Consultant shall compile information and data from the tasks above and further evaluate the City's active transportation needs, identifying key infrastructure needs and active transportation facilities that will be analyzed and addressed in the CATCP. Deliverables • Initial Needs Analysis and Memo Task 3 -- Public Outreach and Engagement 3.1 Develop Stakeholder Engagement Plan Consultant, working closely with City staff, shall develop a stakeholder engagement plan for the project. The purpose of the plan is two -fold: 1) develop an inclusive and organized approach to outreach that is equity -based, with an emphasis on disadvantaged, vulnerable, and underserved communities in the project area; and 2) facilitate the creation of an active transportation and connectivity plan that is reflective of expected outcomes derived from community input. At a minimum, the plan will include: goals for the public input and review process for the project, contact list of community -based organizations and local public and private schools, summary of engagement methods, and evaluation of events and locations to conduct the community outreach. Outreach may build upon existing community events and programming the City currently employs annually. Project partners will include Long Beach Transit, Dignity Health Sports Park, and California State University, Dominguez Hills, who can each provide valuable data and outreach support during project development and implementation and serve as key community stakeholders. Additional stakeholders can include residents, business owners and employment centers, chamber of commerce representatives, nonprofits, faith -based groups, City departments, transit agencies, and law enforcement officers. Deliverables • Stakeholder Outreach and Engagement Plan 3.2 Project Website, Social Media Interactive Town Hall, and Marketing/Publicity Consultant shall create a project information webpage on the City's website. The webpage will describe the project, list upcoming events and meetings, and provide the community with status updates regarding the project. Consultant shall also create social media content to promote engagement throughout the duration of the project and invite followers to an interactive town hall event. All content and marketing materials will be informed by input from City staff and stakeholders. In order to reach a broad audience, announcements, flyers, posters, and digital marketing materials will be coordinated in advance of all 01007.0006/869555.1 A-3 outreach events (whether in person or online). All artwork created will need to be approved by the City Public Information Office. Promotional materials should be in the predominant languages spoken by those living in the City, which include Spanish, Tagalog, and English. Deliverables Postcards, Project Website, social media content, meeting notices, presentations, and notes 3.3 Community Survey The community survey will be a critical tool to understanding additional active transportation needs of current bicyclists and pedestrians, specifically those areas of connectivity that are most important to users, as well as barriers for those who do not currently use these modes of transportation. The survey will also provide important information regarding the common origins and destinations of current bicyclists and pedestrians and will provide an opportunity for them to express their wants, needs, and concerns regarding the active transportation network. The survey will be conducted in several ways: online and at pop-up events, advisory group meetings, and open house meetings. Information regarding the availability of the survey will also be announced at City Council and Planning Commission meetings, on the public broadcast station, and in the local newspaper. Deliverables Project Website, social media / Interactive Town Hall Site / Surveys 3.4 Conduct Community Outreach Meetings, Open House, and Workshops (Varied In-person/Online) The purpose of this task is to implement the outreach strategy developed in previous tasks. Consultant, with support from City staff, will notify community groups, schools, religious institutions, property owners, residents, adjacent jurisdictions, and other stakeholders about the project using the marketing methods described above. In particular, specific groups will be contacted that represent disadvantaged communities and are anticipated to have input on the CATCP. These groups could include the City of Carson Block Captains, the Park Volunteer Associations, and the Dial -A -Ride participants. The community engagement process will consider and request input on the potential increase in cost of living and/or gentrification/ displacement of existing community as a result of resulting projects. Consultant will work with community -based organizations and local public and private schools to encourage broad participation, as well as work with other City Departments, such as Public Works and Parks and Recreation Departments, that interact regularly within the local communities. Consultant shall conduct at least two open house events (one in the northern, the other in the southern part of the City), and three public workshops to explain the project, identify community opportunities and challenges, discuss preliminary analyses and findings, develop a shared vision for the project area, and discuss strategies to realize this vision as 01007.0006/869555.1 A-4 a community. The meetings/workshops will be conducted in English, Spanish, and Tagalog (as -needed and in consultant with City staff). The engagement method for the three workshops should be varied and emphasize going out into the community to gather feedback at locations, times of day, and venues that are convenient to them. Digital or online -based meetings may be preferred, depending on existing public health conditions within the community and region. Stakeholders will share their input on the Needs Analysis to enhance its alignment with the community's goals and preferences. The goal is to ensure that outreach is accessible to the most impacted, vulnerable communities. The stakeholders that participate during these outreach events will be invited to attend the future outreach discussions related to implementing active transport projects. Deliverables • Hold Required Community Engagement / Outreach Meetings and Activities Task 4 -- Policy Framework & Proposed Connectivity Projects 4.1 Goals, Objectives, Policies, and Performance Measures Consultant shall work with City staff to develop goals, objectives, policies, and performance metrics for the CATCP. This task will set forth the foundation of the CATCP by establishing its context within which proposed projects will be prioritized for implementation, based on connectivity and community context, and performance toward plan goals will be monitored. Projects will also be evaluated on how their utility may be impacted by environmental conditions including extreme heat, wildfire and wildfire smoke, poor air quality days, and water management practices and if the projects mitigate any of the risks associated with these environmental conditions. Performance criteria and measures will be quantifiable standards. This task will incorporate community input from stakeholders to ensure that the values and needs of the community are reflected in the CATCP. Deliverables • Goals, Objectives, Policies, and Performance Measures 4.2 Best Practices —Design Elements Toolbox Consultant shall develop a menu of best practices for Complete Streets and other design elements that may be incorporated in future roadway projects, drawing on the Caltrans Complete Streets Toolbox and Smart Mobility Framework. Deliverables • Design Elements Toolbox and Best Practices 4.3 Proposed Bicycle Program of Projects 01007.00061869555.1 A-5 Consultant shall design and map the proposed bicycle connectivity network, including support facilities. This includes development of a complete and detailed list of future projects (Program of Projects) that will be prioritized for implementation. Each project will include a brief project description, including project specific information as it relates to connectivity, as well as potential constraints, such as right-of-way acquisition or roadway conditions (freeway underpasses with easement/right-of-way challenges), itemized preliminary cost estimate, and the City Council District in which the project is located. A schematic design overlaid on recent aerial photography will also be included. Consultant shall use information from previous tasks and coordinate with the Parks and Recreation, Planning, and Public Works depai tiiients to determine appropriate locations and the extent of the network and facilities. Deliverables • Proposed Bicycle Program of Projects, maps, schematics, rankings, and recommendations 4.4 Proposed Pedestrian Program of Projects Consultant shall design and map the proposed pedestrian connectivity network, including support facilities. This includes development of a complete list of future projects (Program of Projects) that will be prioritized for implementation.' Each project listed will include a brief project description, including project specific information and potential constraints, such as right-of-way acquisition, itemized preliminary cost estimate, and the City Council District in which the project is located. A schematic design overlaid on recent aerial photography will also be included. Consultant shall use information from previous tasks and coordination with the Parks and Recreation, Planning, and Public Works departments to determine appropriate locations and the extent of the network and facilities. Incorporating consideration of multi -modal connections is imperative. Deliverables • Proposed Pedestrian Program of Projects, maps, schematics, rankings, and recommendations 4.5 Proposed ADA Progra of Projects Using the inventory of corners where ADA ramps are currently missing or are noncompliant, Consultant shall develop a priority list based on established metrics. This includes development of a complete list of future projects (Program of Projects) that will be prioritized for implementation. Consultant shall also develop and map a program of projects to bring these facilities up to current ADA standards. Deliverables • Proposed ADA Program of Projects, maps, schematics, rankings, and recommendations 01007.000618695551 A-6 4.6 Safe Routes to Schools Program of Projects Consultant shall identify and map potential improvements to City infrastructure to support Safe Routes to School connections throughout the city using key project corridors, as previously described. This includes development of a complete list of future projects (Program of Projects) that will be prioritized for implementation. Each project listed will include a brief project description, including project specific information and potential constraints, such as right-of-way acquisition, itemized preliminary cost estimate, and the City Council District in which the project is located. A schematic design overlaid on recent aerial photography will also be included. Deliverables Task 5 -- Prepare Planning Documents (Draft / Final Plan) 5.1 Project Prioritization Consultant shall develop criteria to prioritize each program of projects developed as part of Task 4. Projects will be ranked by priority to help the City develop an implementation plan that immediately addresses safety issues while improving connectivity, comfort, and effectiveness of bicycle, pedestrian, ADA, and Safe Routes to Schools networks over time. With input from the City, the consultant shall recommend a short-term attainable program of projects to be accomplished over two fiscal years / budget cycles. Consultant shall also develop a longer -term program of projects, which allow for coverage of multiple funding cycles, and that may require or allow for formal design, right-of-way acquisition, or other "greater" type of effort or dedication of resources. These longer -term recommendations may improve competitiveness as a result of a more "complete" and/or "ready" project. Deliverables • List of prioritized projects based on feasibility, likely funding availability, and community feedback. 5.2 Funding Sources and Strategies Consultant shall describe past expenditures for bicycle facilities and identify the costs associated with implementation of the CATCP, as well as any other future financial needs for maintenance and operation. Consultant shall identify and discuss future funding sources and strategies for obtaining funding, including opportunity to connect to other regional bicycle and pedestrian facilities and transit opportunities to induce sustainable, regional mode -shift. Discuss regional funding program opportunities and regional partnerships. Review all of the Program of Projects developed and identify a recommended list of projects most likely to score well for competitive grant programs. Deliverables • Proposed list of funding sources, including framework for phasing and/or partnering. 01007.00061869555.1 A-7 5.3 Administrative Draft ATP Incorporate study surveys, maps, policy framework, implementation, and financing plans, and coordination with other local plans to compile the Administrative Draft CATCP document. Coordinate with City departments for input. Deliverables • Draft CATCP 5.4 Release Draft Active Streets and Multimodal Connectivity Plan Consultant shall work with City staff to release the Draft CATCP to the public and provide them with the opportunity to comment. The consultant shall hold public meetings to present the Draft Plan and to solicit feedback. In addition to in -person feedback at the community meetings, feedback will be welcomed via the project website. Stakeholders will be asked to provide ground-truthing to projects listed and prioritized. Deliverables • Public meeting agenda, presentation, meeting minutes and notes 5.5 Finalize Active Streets and Multimodal Connectivity Plan Consultant shall prepare the final CATCP based on feedback and comments from the public. Deliverables • Final CATCP Task 6 -- City Council Review / Approval 6.1 City Council Public Meeting To provide City Council and the general public an opportunity to provide input into the draft plan, Consultant shall assist the City in holding one City Council meeting. This City Council meeting will include an agenda, staff presentation, and invite the public to comment on the plan. Upon completion of the public meeting, staff will post public meeting minutes and comments on the City's website for public review. Deliverables • City Council Agenda, presentation materials, and post -public meeting minutes II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A. See Section I. above. 01007.0006/869555.1 A-8 E. III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports: A. As requested by the Contract Officer. 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. . Consultant will utilize the following personnel to accomplish the Services: A. Ashley Haire, PhD, PE,ENV SP; Principal in Charge B. Ryan Johnson, LCI; Project Manager • Jeff Knowles, AICP; QA/QC, Funding Spec alist Kaitlin Scott; Planning, Public Outreach/Engagement, Funding Specialist Devan Gelle; Planning F. Colin Amos; Planning Zara Gomez, ASLA; Public Outreach/Engagement . Matthew Maldonado; Public Outreach/Engagement; MBI Media Inca • Noemi S. Luna; Public Outreach/Engagement; MBI Media Inc. J. David Wasserman; Data Analytics/Mapping K. Rohan Oprisko; Data Analytics/Mapping L. Kim Voros, GISP; Data Analytics/Mapping M. Steven Anderson, PE; Engineering; David Evans and Associates, Inc. N. James Daisa, PE; Engineering; David Evans and Associates, Inc. O. Robert Kilpatrick, PE; TE, Engineering; David Evans and Associates, Inc. P. Greg Kim, EIT; Engineering; David Evans and Associates, Inc. Q. Dennis Barnes, PE, TE; Engineering; David Evans and Associates, Inc. R. Graphic Design; Marketing/Publicity S. Marguerite Schumm; Marketing/Publicity 01007.0006/869555.1 A-9 T. Nora Hastings; Marketing/Publicity 01007.00061869555.1 A-10 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) The Agreement is hereby amended as follows (deletions shown in strikethrough and additions shown in bold italics): I. Section 1.1 (Scope of Services) of the Agreement is hereby amended to read in its entirety as follows: "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 professional standards" shall mean those standards of practice recognized by one or more first class firms performing similar work under similar circumstances. Consultant warrants all practices and procedures; workmanship and materials shall be consistent with the professional skill and care ordinarily provided by professionals in the same discipline practicing in the same or similar locality under the same or similar circumstances during the same period of time." II. Section 1.2 (Consultant's Proposal) of the Agreement is hereby amended to read in its entirety as follows: "1.2 Consultant's Proposal. The Scope of Service shall include the Consultant's proposal titled "Carson Active Transportation and Community Connectivity Plan (CATCP)" submitted in response to City's RFP 23-006 for Project No. 1771 (and later changed to Project No. 1773), scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein (the "Proposal "). In the event of any inconsistency between the terms of sueh the Pproposal and this Agreement, the terms of this Agreement shall govern." III. Section 2.2 (Method of Compensation) of the Agreement is hereby amended to read in its entirety as follows: 0100'7.0006/8695551 B-1 "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 (be) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation." IV. Section 2.3 (Reimbursable Expenses) of the Agreement is hereby amended to read in its entirety as follows: "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 up to three meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. If Consultant is required to attend more than three additional unplanned meetings, the meetings in excess of three shall be considered extra work and the terms of Section 1.8 Additional Services shall apply." V. Section 3.4 (Term) of the Agreement is hereby amended to read in its entirety 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 twenty ene (20-1-) monthsyears from the date of issuance of a Notice to Proceedliereef, except as otherwise provided in the Schedule of Performance (Exhibit "D")." VI. Section 4.5 (Prohibition Against Subcontracting or Assignment) of the Agreement is hereby amended to read in its entirety as follows: "4.5 Prohibition Against Subcontracting or Assignment. 01007.0006/869555.1 B-2 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, with the exception of MBI Media Inc. and David Evans and Associates, Inc., Consultant shall not contract with any other entity to perfoiiti 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." VII. Section 5.1 (Insurance Coverages) of the Agreement is hereby amended to read in its entirety as follows: "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 (Coverage Form ISO CGL CG 00 01 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, with Employer's Liability insurance coverage limits of at least $1,000,000.00. (c) Automotive Insurance (Coverage Form ISO CA 00 01 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, and hired cars and any automobile. (d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession, as deteinlined by the City's Risk Manager, provided that the limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. This coverage 01007.0006/869555.1 B-3 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 perfoiiiied 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." VIII. Section 5.2 (General Insurance Requirements) of the Agreement is hereby amended to read in its entirety as follows: "5.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and the Commercial General Liability and Automobile Liability policies 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 for the Commercial General Liability, Automobile Liability, and Workers Compensation policies. 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 saidThe Commercial General Liability and Automobile Liability policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. Notification for Professional Liability and for Workers Compensation shall be provided according to policy provisions and can be provided by Consultant prior to expiration or changes. 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 foi,iis 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 01007.0006/869555.1 B-4 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 The Commercial General Liability and Auto Liability certificates shall name the City as additional insured (providing the appropriate endorsement). and shall conform to the following "cancellation" notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30) DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. {to be initialed] 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. 01007.0006/869555.1 B-5 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." IX. Section 5.3 (Indemnification) of the Agreement is hereby amended to read in its entirety 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, f l ii or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from to the extent they are caused by Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' errors or omissions, or negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (g) 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; (h) 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; (i) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, recklessness or willful misconduct 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. 01007.0006/869555.1 B-6 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." 01007.0006/869555.1 B-7 EXHIBIT "B-1" SB 1 CALTRANS AGREEMENT REQUIREMENTS Consultant acknowledges that City has entered into that certain Sustainable Communities Grant (State-SB 1) Restricted Grant Agreement with the State of California acting by and through its Department of Transportation, designated as having Agreement Number 74A1391 ("Caltrans Agreement"), an executed copy of which is attached hereto and incorporated herein as Exhibit "B- 2." Pursuant to the mandates of the Caltrans Agreement, Consultant is required to and therefore shall abide by, certain sections of the Caltrans Agreement, and all of such sections will be deemed to have been expressly written into this Agreement as applying to Consultant. To that end, for each and every instance where the Caltrans Agreement requires that its terms apply to City's (as AGENCY) contractors, subcontractors, and/or sub -recipients, Consultant shall comply with and be governed by such requirements and obligations. These sections include but are not limited to the following: 15, 18, 22, 23, 25 and 33. 01007.0006'869555.1 B-8 EXHIBIT "B-2" SB 1 CALTRANS AGREEMENT SEE ATTACHED 01007.0006/869555.1 B-9 EXHIBIT "C" SCHEDULE OF COMPENSATION Consultant shall perform the following tasks at the following rates: TASKS SUB -BUDGET A. Task 1 $31,849 B. Task 2 $49,700 C. Task 3 $113,570 D. Task 4 $119,663 E. Task 5 $62,050 F. Task 6 $4,620 Reimbursables Total: *See Proposal for more details including billable rates. $381,452 $22,450 $403,902* 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 $403,902.00 as provided in Section 2.1 of this Agreement. 01007.0006/869555.1 C-1 EXHIBIT "D" SCHEDULE OF PERFORMANCE Consultant shall perform all services timely in accordance with the following schedule: All Services will be completed within 18 months from City's issuance of a Notice to Proceed, in accordance with the Schedule set out in the Proposal. This includes deadlines for each individual Task. Consultant shall deliver the following tangible work products to the City by the following dates. See Exhibit A, Section I. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 01007.0006/869555.1 D-1 I, Natalie Lozano, am the duly elected Corporate Secretary of Alta Planning + Design, Inc., and acting in my representative capacity hereby certify the Joint Shareholder and Board Resolution as set forth below, was adopted by unanimous written consent of the Shareholders and Directors acting jointly on December 14, 2020 and has not been revoked or amended and remains in full force and effect as of the date following my signature below. Dated: January 18, 2022 By: Natalie Lozano, Corporate Secretary RESOLUTION SIXTEEN ELECTION OF STEVEN FRIESON AS VICE PRESIDENT, CHIEF OPERATING OFFICER, AND DIRECTOR NOW THEREFORE BE IT RESOLVED, that Steven Frieson be, and he hereby is, elected as Vice President and Chief Operating Officer of the Company, to serve until his successor is duly elected and qualified or until his earlier resignation or removal, and he is empowered with only such authority as to bind the Company for transactions for professional services provided by the Company to clients of the Company; and BE IT FURTHER RESOLVED, that Steven Frieson be, and he hereby is, elected as a director of the Company, to serve until his successor is duly elected and qualified or until his earlier resignation or removal. ACCEPTANCE OF APPOINTMENT AS Vice President and Member of the Board of Directors I, Steven Frieson, hereby accept my appointment as Vice President and Director of the Company to serve until my resignation or a successor is duly elected or appointed and I am empowered with only such authority as to bind the Company for transactions for professional services provided by the Company to clients of the Company and FURTHER, elected and appointed as a member of the Board of Directors and to so serve until my successor has been elected and qualified or appointed, or until my earlier resignation, removal, or death. Dated: January 18, 2022 By: Steven Frieson I, Natalie Lozano, am the duly elected Corporate Secretary of Alta Planning + Design, Inc., and acting in my representative capacity do hereby certify the Joint Shareholder and Board Resolution as set fo below, was adopted by unanimous written consent of the Shareholders and Directors acting jointly on December 14, 2020 and has not been revoked or amended and remains in full force and effect as of the date following my signature below. Dated: February 22, 2021 By: Natalie Lozano, Corporate Secretary RESOLUTION EIGHT ELECTION OF KATHERINE MANGLE AS VICE PRESIDENT, TREASURER, AND DIRECTOR NOW THEREFORE BE IT RESOLVED, that Katherine Mangle be, and she hereby is, elected as Vice President and Treasurer of the Company, to serve until her successor is duly elected and qualified or until her earlier resignation or removal, and she is empowered with only such authority as to bind the Company for transactions for professional services provided by the Company to clients of the Company; and BE IT FURTHER RESOLVED, that Katherine Mangle be, and she hereby is, authorized to be a signatory for all banking accounts of the Company and its subsidiaries; provided nevertheless, that the signing of any and all checks or other disbursements shall first be authorized by the Chief Executive Officer, President, or Chief Financial and Administrative Officer; and BE IT FURTHER RESOLVED, that Katherine Mangle be, and she hereby is, elected as a dire Company to--serve-until-her--successorJssi-ulyelected_ and__ qualified or until her_earlier resignation or removal. ACCEPTANCE OF APPOINTMENT AS VI I, Katherine Mangle, have read and understand the to Treasurer, and Director of the Company, and I do hereby affi Da ed: of my appointment as Vice President, ny acceptance of the above appointment. ACOR©� CERTIFICATE OF LIABILITY INSURANCE 4/...—.---- 9/1/2023 DATE(MM/DDIYYYY) 4/5/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies 444 W. 47th Street, Suite 900 Kansas City MO 64112-1906 (816) 960-9000 kcasu@lockton.com NAME: CONTACT PHONE FAX (A/C. No. Extl: (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Hartford Fire Insurance Company 19682 INSURED ALTA PLANNING + DESIGN, INC. 1521264 711 SE GRAND AVE PORTLAND OR 97214 INSURER B : Trumbull Insurance Company 27120 INSURER C : Sentinel Insurance Company, Ltd. 11000 INSURER D: Continental Casualty Company 20443 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 19481353 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTRINSR TYPE OF INSURANCE �gp SUBR POLICY NUMBER POLICY EFF {MMIDD/YYYY) POLICY EXP /Y {MMIDDYYYj LIMO'S A X COMMERCIAL GENERAL LIABILITY Y Y 52UUN OL5120 9/1/2022 9/1/2023 EACH OCCURRENCE 5 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO PREMISES occurrence)(EaENTED $ 1,000,000 MED EXP (Any one person) 5 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PRO - JECT PER: LOC GENERAL AGGREGATE 5 2,000,000 PRODUCTS - COMP/OP AGG 5 2,000,000 $ B AUTOMOBILE X LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY X — SCHEDULED AUTOS NON -OWNED AUTOS ONLY y y 52 UEN OL5676 9/1/2022 9/1/2023 (EOMa81NdeDt51NGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) $ XX,C(XXX BODILY INJURY (Per accident) $ XX�XXXX PROPERTY DAMAGE (Per accident) $ XX XXXX UMBRELLA LIAB EXCESS LIAB _ OCCUR CLAIMS -MADE NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX AGGREGATE $ XXXXXXX DED RETENTION 5 5 XXXXXXX C C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes. under DESCRIPTION SOF OPERATIONS below Y/ N N N / A Y 52 WE OL6HIT EXCEPT FOR OH, ND, WA, WY 9/1/2022 9/1/2023 X PER I sTATurE l OTH- ER E.L. EACH ACCIDENT S 1,000,000 E.L. DISEASE - EA EMPLOYE 5 1,000,000 EL DISEASE - POLICY LIMIT $ 1,000.000 D PROFESSIONAL LIABILITY N N MCH 114135257 9/1/2022 9/1/2023 PER CLAIM $1,000,000 AGGREGATE $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) RE: CARSON, CA ACTIVE TRANSPORTATION & COMMUNITY CONNECTIVITY PLAN (CATCP); ALTA PROJECT NO. 00-2023-077. THE CITY OF CARSON, ITS ELECTED AND APPOINTED OFFICERS, EMPLOYEES, AND VOLUNTEERS ARE ADDITIONAL INSURED ON GENERAL LIABILITY AND AUTO LIABILITY, IF REQUIRED BY WRITTEN CONTRACT. WAIVER OF SUBROGATION IN FAVOR OF THE ADDITIONAL INSURED APPLIES ON GENERAL LIABILITY, AUTO LIABILITY AND WORKERS COMPENSATION/EMPLOYER'S LIABILITY, AS REQUIRED BY WRITTEN CONTRACT AND WHERE ALLOWED BY LAW. COVERAGE IS SUBJECT TO THE TERMS AND CONDITIONS OF THE POLICY. CERTIFICATE HOLDER CANCELLATION See Attachments 19481353 INSURANCE APPROVED CITY OF CARSON 701 EAST CARSON STREET PO BOX 6234 6/12/2023 CARSON CA 90749 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESE ACORD 25 (2016/03) ©19881015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Attachment Code: D623260 Certificate ID: 19481353 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) Policy Number: 52 WE OL6H1T Endorsement Number: Effective Date: 09/01/22 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: ALTA PLANNING & DESIGN , INC. 711 SE GRAND AVE PORTLAND OR 97214 This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the Company for non- payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or Form WC 99 03 94 Printed in U.S.A. Process Date: 09/02/22 Policy Expiration Date: 09/01/23 02011, The Hartford Attachment Code: D623260 Certificate ID: 19481353 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) Policy Number: 52 WE OL6H1T Endorsement Number: Effective Date: 09/01/22 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: ALTA PLANNING & DESIGN , INC. 711 SE GRAND AVE PORTLAND OR 97214 This policy is subject to the following additional Condition: A. If this policy is cancelled by the Company for non- payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or Form WC 99 05 31 Printed in U.S.A. Process Date: 09/02/22 Policy Expiration Date: 09/01/23 O 2011, The Hartford Attachment Code: D623262 Certificate ID: 19481353 52 UUN OL5120 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for nonpayment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the Company for nonpayment of premium, or by the insured, notice of such cancellation will be provided within (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Form IH 03 13 06 11 Page 1 of 1 © 2011, The Hartford Attachment Code: D623263 Certificate ID: 19481353 52 UEN OL5676 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for nonpayment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the Company for nonpayment of premium, or by the insured, notice of such cancellation will be provided within (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Form IH 03 13 06 11 Page 1 of 1 O 2011, The Hartford Attachment Code: D623746 Certificate ID: 19481353 General Liability Blanket Additional Insured: 52UUN OL5120 (7) When You Add Others As An Additional Insured To This Insurance Any other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this coverage part. (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement, or permit that this insurance is primary and noncontributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. Page 16 of 21 HG 00 01 09 16 Attachment Code: D623754 Certificate ID: 19481353 General Liability Waiver of Subrogation : 52UUN OL5120 b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. HG 00 01 09 16 Page 17 of 21 Attachment Code: D625159 Certificate ID: 19481353 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 52 WE OL6H1T Endorsement Number: Effective Date: 09/01/22 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: ALTA PLANNING & DESIGN , INC. 711 SE GRAND AVE PORTLAND OR 97214 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 shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE Any person or organization for whom you are required by contract or agreement to obtain this waiver from us. Endorsement is not applicable in KY, NH, NJ or for any MO construction risk Countersigned by Authorized Rpresentative Form WC 00 03 13 Printed in U.S.A. Policy Expiration Date: 09/01/23 Process Date: 09/02/22 Attachment Code: D626775 Certificate ID: 19481353 POLICY NUMBER: 52 UEN 0L5676 COMMERCIAL AUTO CA 0444 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: ALTA PLANNING & DESIGN , INC. Endorsement Effective Date: 09/01/2023 SCHEDULE Name(s) Of Person(s) Or Organization(s): AS REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT. Information required to complete this Schedule, if not shown above, will be shown in the Declarations The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 44 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 Attachment Code: D622144 Certificate ID: 19481353 Policy Number: 52UUN OL5120 Effective Dates:9/1/2022-9/1/2023 the distribution or sale of the products; Page 12 of 21 5. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The following person(s) or organization(s) are an additional insured when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (1) The insurance afforded the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course HG 00 01 09 16 (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: The exceptions contained in Sub- paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person(s) or organization(s) from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). (2) With respect to the insurance afforded to these additional insureds this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. c. Lessors Of Land Or Premises Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional insureds the following additional exclusions apply: This insurance does not apply to: 1. Any "occurrence" which takes place after () Attachment Code: D622144 Certificate ID: 19481353 Policy Number: 52UUN OL5120 Effective Dates:9/1 /2022-9/1 /2023 2. Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In connection with your premises; or (2) In the performance of your ongoing operations performed by you or on your behalf. With respect to the insurance afforded these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, 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; or 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 professional services by or for you. e. Permits Issued By State Or Political Subdivisions Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. With respect to the insurance afforded these additional insureds, this insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included f. Any Other Party Any other person or organization who is not an additional insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations; (2) In connection with your premises owned by or rented to you; or (3) In connection with "your work" and included within the "products -completed operations hazard", but only if (a) The written contract or agreement requires you to provide such coverage to such additional insured; and (b) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". However: (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Attachment Code: D622145 Certificate ID: 19481353 Policy Number: 52 UEN OL5676 Effective Dates: 9/1/2022-9/1/2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. g. Additional Insured if Required by Contract (1) When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." The insurance afforded to any such additional insured applies only if the "bodily injury" or "property damage" occurs: (a) During the policy period, and (b) Subsequent to the execution of such written contract, and (c) Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2) How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: (a) The limits of insurance specified in the written contract or written agreement; or (b) The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. COMMERCIAL AUTOMOBILE HA 99 16 12 21 (3) Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non- contributory with the additional insured's own insurance. (4) Duties in The Event Of Accident, Claim, Suit or Loss If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the additional insured shall be required to comply with the provisions in LOSS CONDITIONS 2. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM , SUIT OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. Form HA 99 16 12 21 © 2021, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) Page 1 of 5