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HomeMy Public PortalAboutC-23-125 - TRANSTECH ENGINEERS INC. 2023 JUNE 22CONTRACT SERVICES AGREEMENT By and Between CITY OF CARSON and TRANSTECH ENGINEERS, INC. AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF CARSON AND TRANSTECH ENGINEERS, INC. THIS AG MENT OR CONTRACT SERVICES (herein "Agreement") is made and entered into this ay of j� , 2023 by and between the CITY OF CARSON, a California municipal corporation ("City") and TRANSTECH ENGINEERS, INC., a California corporation (Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." RECITALS A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement. B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Carson's Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest 01007.0001/899836.2 -1- professional standards" shall mean those standards of practice recognized by one or more first- class firms performing similar work under similar circumstances. 1.2 Consultant's Proposal. The Scope of Service shall include the Consultant's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 01007.0001/899836.2 -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 parry 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 (18 0) days, maybe approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit `B" and any other provisions of this Agreement, the provisions of Exhibit `B" shall govern. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Three Million Nine Hundred Thousand Dollars ($3,900,000) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8. In the event City elects to exercise its options to extend the Term pursuant to Section 3.4 hereof, the Contract Sum will increase by an amount not to exceed $1,300,000 per year. 01007.0001/899836.2 -3- 2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and sub -contractor contracts. Sub -contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. 01007.0001/899836.2 -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 (18 0) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance, for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D" ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Consultant. The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Melissa Demirci, RSP Principal (Name) (Title) 01007.0001/899836.2 -5- Avla Jefferson, CBO Principal Building Official (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 term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer The Contract Officer shall be Saied Naaseh, Director of Community Development. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an 01007.0001/899836.2 -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 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 e uivalent . 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 01007.0001/899836.2 -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 (3 0) 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 01007.0001/899836.2 -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] 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, 01007.0001/899836.2 -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 01007.0001/899836.2 -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 01007.0001/899836.2 -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 Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any 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 01007.0001/899836.2 -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 parry, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any 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. 01007.0001/899836.2 -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 be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 01007.0001/899836.2 -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. 01007.0001/899836.2 -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. 01007.0001/899836.2 -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), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] 01007.0001/899836.2 -17- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first -above written. ATTEST: Dr. Khaleah K. Bradshaw, City Cl APPROVED AS TO FORM: CITY: CITY OF CARSON, a municipal corporation a Davis -Holmes, Mayor G�gSON, Cq 0 E UNLlM CONSULTANT: TRANSTECH ENGINEERS, INC., a California corporation By: Name: en Cayir Title: President By: Name: Sybil Cayir Title: Secretary Address: 13367 Benson Avenue Chino, CA 91710 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. 01007.0001/899836.2 -18- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA San Bernardino COUNTY Or M5 A-MMrL"ES61 i -coign Avila, On TnnG 101 , 2023 before me, Natant P Wfe, , personally appeared Al1fh C Q r , proved to me on the basis of satisfactory evidence to be the person(A whose names(y) is/ark subscribed to the within instrument and acknowledged to me that he/sA/lby executed the same in his/l)tr/t10ir authorized capacity(iys), and that by his/lOr/tbAir signature() on the instrument the person($), or the entity upon behalf of which the person(4 acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Jocelyn Avila WITNESS my hand and official seal. COMM$ 2445212 NOTARY PUBLIC—CA LIFORNIA SaBeCounty Signature: AV"/ AY COMM. EXPIRES 4/25!2027 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 SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01007.0001/899836.2 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT [GNER(S) OTHER THAN NAMED ABOVE TITLES) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01007.0001/899836.2 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT [GNER(S) OTHER THAN NAMED ABOVE CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA San Bernardino COUNTY OF Toctlyn Avilo On T011$ 19 , 2023 before me, Notary PubUG , personally appearedS by i I Cat4i r , proved to me on the basis of satisfactory evidence to be the person) whose names(p) is/app subscribed to the within instrument and acknowledged to me that I/e/she/*y executed the same in 4(s/her/thfir authorized capacity(i/s), and that by Vs/her/qir signature(/) on the instrument the person(/), or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Jocelyn Avila WITNESS my hand and official seal. - s� CO, Jocelyn 2445212 NOTARY PUBLIC—CALIFORNIA i' i� V wvf/� �A SanBemrE County Signature: ,`hVAvfi'�, MY COMM. EXPIRES 4/25/2027 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. 01007.0001/899836.2 CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) TITLE OR TYPE OF DOCUMENT ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) NUMBER OF PAGES ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: DATE OF DOCUMENT (NAME OF PERSON(S) OR ENTITY(IES)) SIGNERS) OTHER THAN NAMED ABOVE 01007.0001/899836.2 EXHIBIT "A" SCOPE OF SERVICES I. Consultant will perform the following Services on an on-call, Task Order basis, with each Task Order containing a detailed task order scope, budget and schedule for completion, to be pre -authorized by the City's Contract Officer: Since its incorporation in 1968, the City of Carson has contracted with the Los Angeles County Department of Public Works for most development -related services, including Building and Safety and Engineering services. Consultant will assume responsibility for the operation of Building and Safety, to provide building and safety services, including Building Division Administration, Building Plan Check, Building Inspection, Building Code Enforcement, and Building Counter Operations. A. Building Division Administration B. Building Plan Check C. Building Inspection D. Building Code Enforcement E. Building Counter Operations More specifically, the Services will include the following to be performed at City Hall: Issuing and Processing Permits: Process and issue building, mechanical, electrical, plumbing, sewer, grading, landscape, and pool permits. These responsibilities include: • Review and verify work products and/or reports for accuracy prior to submission. • Maintain organized and accurate project records (e.g., permits, record drawings, designs, etc.) according to departmental retention requirements to ensure quick retrieval upon request. • Coordinate and respond to requests for information within established timelines. • Identify and clarify technical information (e.g., building permit requirements, zoning regulations, etc.) to customers and direct/refer them to the appropriate agencies, as needed. • Review plans and provide accurate and complete code -compliance information relevant to the customer's request. 01007.0001/899836.2 A-1 • Review and check forms (e.g., permit applications, bonds, easements, affidavits, etc.) for accuracy, completeness (including required documentation and authorized signatures) and compliance with relevant codes and regulations before submittal. • Issue complete and accurate permits according to appropriate codes and departmental policies. • Calculate and collect the appropriate fees according to established policies and fee schedules. • Greet callers and office visitors promptly and courteously according to departmental customer service standards. • Respond promptly to all email inquiries. Plan Review and Plan Approval: Plan review and plan approval for construction, including architectural and structural plans, mechanical, electrical, and plumbing plans, soils and geotechnical plans, drainage and grading plans, and methane gas mitigation plans. These responsibilities include: • Review engineering documents by accurately and thoroughly identifying discrepancies/issues that are not in compliance with applicable codes, standards and sound engineering principles. • Communicate review comments and feedback to relevant parties within established timelines. • Review, approve and sign engineering plans, specifications, and cost estimates within established timelines. • Conduct complex field inspections and studies to verify general conformity with engineering designs as represented on approved plans and/or industry practices. • Develop recommendations and implement solutions that reflect an understanding of field operations/conditions and sound engineering practices. • Resolve and document technical discrepancies/issues in accordance with applicable codes and engineering practices. • Review and verify work products and/or reports for accuracy prior to submission. • Prepare and sign/stamp plans, specifications, and cost estimates within established timelines. • Coordinate and respond to requests for information within established timelines. 01007.0001/899836.2 A-2 • Provide higher level engineering advice to field personnel and internal customers that reflect an understanding of sound engineering principles. • Identify and coordinate the review of plans by appropriate personnel and/or agencies to ensure job approach complies with professional engineering techniques and methods. • Accurately identify discrepancies/issues in design and/or construction phases to ensure compliance with applicable codes, standards, regulatory agencies, and sound engineering principles and communicates to all relevant parties. • Accurately apply sound engineering principles to the job. Building Inspections: Provide inspections throughout the construction process until projects are completed and can be signed -off. Minimum required certifications are a valid certification in building inspection and a valid certification in one of the following: electrical, plumbing or mechanical inspection from a recognized code certification organization in a code used by the County of Los Angeles. These responsibilities include: • Retrieve and verify appropriate permits and other related documentation for scheduled inspections. • Review construction plans, codes, ordinances, and other reference materials for the more complex projects prior to inspections to accurately identify issues and ensure compliance with applicable codes and ordinances. • Schedule site visits within established timelines. • Perform inspections of the larger, more complex structures and buildings (e.g., shopping malls, refineries, large restaurants, apartment complexes, etc.) within established timelines to ensure compliance with County's Building Laws and other related federal, state, and local code requirements and zoning ordinances. • Identify deficiencies in construction site work and initiate the process to ensure compliance with code and ordinance requirements. • Identify and address potential safety hazards in accordance with applicable safety requirements and directives. • Enter, update, and organize inspection results and relevant information into the record-keeping systems within established timelines. • Conduct complex field inspections and studies to verify general conformity with engineering designs as represented on approved plans and/or industry practices. 01007.0001/899836.2 A-3 • Prepare accurate and thorough field inspection and survey reports to verify general conformity with professional engineering techniques and methods in accordance with departmental and industry standards. • Collect appropriate data to support complex design in compliance with regulatory agency requirements and/or with division practices. Resolve and document technical discrepancies/issues in accordance with applicable codes and engineering practices. Building Official/Office Manager: Provide Building Official/Office Manager services. Minimum required certifications are a California licensed professional engineer. These responsibilities include: • Assist in identifying and preparing plans that reflect schedule, staffing, funding sources, appropriate materials needed, technical requirements and all relevant stakeholders. • Verify that product quality meets established standards(e.g., Quality Assurance/Quality Control) according to divisional, departmental, and regulatory guidelines. • Coordinate and respond to requests for information within established timelines. • Participate in coordinating and building consensus between customers, divisions, and internal/external agencies. • Accurately identify and evaluate new legislation/regulations in order to determine the effect upon departmental operations and recommends a sound course of action. • Inform technical staff of changes to pertinent laws, rules, and regulations within established timelines to ensure a clear understanding. • Accurately interpret and explain rules, regulations and policies (e.g., engineering guidelines), and any changes, to staff within established timelines. • Coordinate the training of staff in the use of applicable systems. • Provide accurate technical guidance and relevant feedback within established timelines. • Deliver training in a clear, technically accurate, concise, and professional manner that reflects current and sound engineering practices. • Thoroughly prepare and make presentations which are well organized and audience appropriate. 01007.0001/899836.2 A-4 • Respond to inquiries accurately and thoroughly and when necessary, follow up on information or provides appropriate referrals within established timelines. • Assign work to be completed within stated timelines to appropriate personnel and communicate work expectations. • Implement new policies and procedures to improve productivity and quality of work. • Select employees for particular work assignments and assist in making recommendations for employees or release of personnel in accordance with varying workloads. • Identify and research appropriate training needs and available resources to secure technical training on an -ongoing basis. • Ensure all appropriate safety guidelines are followed and that staff members attend all required safety training. • Ensure that staff work meets standards and/or expectations and is in compliance with established policies. The Services will also include the following some of which, where contextually suggested, will be performed at City Hall: Building Division Administration: Consultant shall provide an ICC Certified Building Official. The Building Official shall be responsible for the daily administration of the Building Division activities, and shall perform the following services, including but not limited to: • Function as the Building Official as set forth in the California Building Code, in other City adopted building codes and ordinances, and as specified in Federal and State law. • Issue Certificates of Use and Occupancy for buildings and structures. • Manage, coordinate and oversee the building permit and plan check, building inspection, building counter building code enforcement services so that they function as one building and safety organization. • Maintain, amend and develop ordinances and regulations necessary to the implementation and enforcement of the latest editions of the California Building Code, including any and all related Codes, or other uniform safety codes, laws, or regulations as adopted or amended by the City deemed necessary by the City to protect the health safety and welfare of its citizens. 01007.0001/899836.2 A-5 • Make determination on the approval and use of alternative materials and methods of construction. • Process and prepare Planning Commission and City Council reports and recommendations, and assist in the presentation of appeals regarding building and safety matters. Attend City Council, Planning Commission and other meetings as directed. • Prepare building and safety code violation cases for submittal to the City Attorney=s office when prosecution action is necessary to obtain compliance with the above codes and regulations. • Make final interpretations concerning the application of building and safety codes. • Monitor the collection of building plan check, inspection, and permit fees and other building activity level indicators, submit monthly activity reports to the City based on this information, and notify the City of any staffing changes necessary to maintain the performance standards. • Perform all other administrative building and safety related duties, including developing and implementing office policies and procedures and assuring that files and plans are secured, organized and kept up to date. • Meet with developers, homeowners, business owners, architects, engineers and the general public at the City or in the field, as the need dictates, to resolve grievances and/or respond to questions and ensure timely project processing in compliance with Federal, State and City laws and ordinances. • Ensure all building related activity is entered into the City's permit tracking system in an accurate, complete and timely manner. Consultant shall provide to the City the technical assistance necessary to prepare the periodic updates of the uniform building and safety, and fire codes, including any local amendments, in accordance with the schedules established by the State of California, including: Prepare the City's code ordinance updates, staff reports and attend City Council meetings. Coordinate with the Los Angeles County Fire Department and prepare the City code ordinance update regarding periodic updates to the Uniform Fire Code, including any local amendments, and ensure that the City's building and safety codes and the changes to the Uniform Fire Codes are cross-referenced. Within the first thirty days of the Agreement, Consultant shall assemble and review all existing City policies, ordinances and conditions pertaining to Building Division operations and document any areas of insufficient, incomplete or missing information. 01007.0001/899836.2 A-6 Based on this review, Consultant shall develop a timetable for the preparation or revision of policies, ordinances and conditions and present a report to the Community Development Director for consideration. Building Plan Check Services: Provide an ICC Certified Plans Examiner to be available at the Building Division Counter from 7:00 a.m. to 6:00 p.m., Monday through Thursday, except City designated holidays, to: • Manage, coordinate and oversee the building permit and plan check, building inspection, building counter and building code enforcement processes in the absence of the Building Official. • Perform over-the-counter plan checks. • Answer technical questions from the public, including inquiries regarding building and safety codes and regulations. • Perform building plan checks. • Assist in more difficult inspections, in addition to other duties as assigned. • Have the ability to serve as Acting or Deputy Building Official in the absence of the Building Official/Community Development Director. Perform architectural, structural, plumbing, mechanical and electrical plan check review for buildings and structures for compliance with applicable Federal and State laws, building and safety codes, City ordinances, and acceptable engineering practices. Plans not checked by Consultant at the City's offices may be plan checked at the Consultant's local office. Confirm building use, occupancy, and type of construction, and review construction of buildings and structures to determine satisfaction of safety requirements. Check for compliance with all applicable codes adopted by the City, including, but not limited to: Uniform Housing Code, California Building, Mechanical, Plumbing, and Electrical Codes, Uniform Swimming Pool Code, Uniform Solar Energy Code, and Sign, Tent, and Relocated Building Codes and any applicable adopted local amendment, State of California codes or regulations. Review and approve building/structural revisions to plans required during construction. Calculate building permit and plan check fees, and review permit issuance. Coordinate building permit requirements and interface with City Departments and other agencies, including but not limited to the Public Works Department, Planning Division, the Los Angeles County Fire Department and the Environmental Health Department of the County of Los Angeles. This also includes Building Division review, comment and 01007.0001/899836.2 A-7 provision of "conditions of approval" for site plans and building plans as part of discretionary planning applications. Provide expedited plan check when requested by the City. Building Inspection Services: Provide building inspection services by fully trained/certified inspectors for all construction regulated by all applicable Federal, State and City building and safety codes/ordinances, and National Pollution Discharge and Elimination System Permit(NPDES) requirements. Inspect buildings and structures, for which building permits have been issued, for compliance with the approved plans and applicable codes and ordinances. Inspect for compliance with conditions of approval set forth by the City's Community Development Department, Planning Commission, and/or City Council. Coordinate with various City and County agencies and departments, including but not limited to the Los Angeles County Fire Department, Environmental Health Department of the County of Los Angeles and other governmental agencies providing services, and/or having jurisdiction over any aspect of a development project in order to obtain compliance with the above building and safety codes and regulations. Enforce conditions of approval associated with discretionary permits regarding building and safety regulations, as adopted by the City. During inspections, issue stop/correct work notices, or notices of violation when violations of the above referenced codes and regulations occur. Provide all vehicles, fuel, maintenance and other equipment necessary for field personnel to carry out building permit inspections and duties. Provide special inspections by qualified inspectors and conduct investigations as directed by the City, including field and office research and the preparation of letters and/or documents. Input daily inspection information into the City's computer permit tracking system. Building Code Enforcement: Provide inspection, investigation, and enforcement for violations to all the above - referenced building and safety codes and regulations, as well as other adopted City ordinances which relate to building and safety issues, such as various sections of the City's Noise and Nuisance Abatement Ordinances. During inspections, prepare, document and issue stop/correct work notices, or notices of violation when violations of the above -referenced codes and regulations occur. 01007.0001/899836.2 A-8 Prepare inspection logs, notice of violations and other documents of building and safety code violation cases for submittal to the City Attorney's office when prosecution action is necessary to obtain compliance with the above codes and regulations. Building Counter Operations: Receive, process and issue building permits and coordinate the plan check and inspection process, including the tracking, routing and storage of building plans and the filing of building permit applications. Input information into city's computer tracking system. Monitor and track the status of building permit applications and plan checks for expiration and develop a process to notify applicants prior to the expiration of their building permits. Keep daily logs of building permit and inspection activities. Submit monthly, quarterly and annual reports of Consultant's activities to the City. The reports shall include, but not be limited to, the fees collected, the staffing levels provided, the staff hours expended, the number of permits issued, the number of inspections (by type) made, and other financial, operational, and statistical information pertinent to the Building Plan Check and Inspection services process. Provide public information regarding building permit applications, plan check and inspection services and related matters. Identify and collect all required fees for building permit applications and other Building Division services. Facilitate the collection of fees from other department and/or agencies that are due and payable prior to or concurrent with the issuance of a building permit. Establish, maintain and update all forms in compliance City requirements, regulations, adopted standards, State or other laws and ordinances necessary for the operation of the Building Division, including "hand-out" sheets which explain building permit application processing procedures identified as being provided by the City. All approval stamps, applications, forms and other documents used in providing Building and Safety Services to the City shall be identified with the City Seal and other identification indicating that the approval stamps, applications, and documents are from the City of Carson. All of the stamps, applications, forms, and other documents or supplies shall be the property of the City. (Costs for the provision of these processing tools and supplies shall be the responsibility of the City.) Performance Standards & Monitoring: The Consultant shall be responsible for providing monitoring information to the City that shows achievement of the performance standards and that personnel are providing helpful and courteous service to customers. The monitoring may include, but is not limited to, customer feedback through written questionnaires and interviews and observations at the building counter and during building permit inspections, and monthly statistical reports. 01007.0001/899836.2 A-9 City has established Performance Standards that are to be applied to the processing of plan checks, building permits, and general service to the public that interacts with the Community Development Department. These Performance Standards are described in subsections below. Consultant recognizes the targets established in the Performance Standards, and will adhere to these measures in the performance of its services for the City. The City reserves the right to add, amend or eliminate Performance Standards at any time during the term of this Agreement. The City may use the Performance Standards to gauge the effectiveness of Consultant's service to the City. At the City's request, the Consultant shall be responsible for providing monitoring information which shows that personnel providing services to the City are achieving the Performance Standards. Consultant shall provide services which meet the following maximum expected turn- around -times for plan check and inspection services. In practice, Consultant shall provide these services with the fastest turn -around -time feasible. Additionally, the following Performance Standards shall be used as a guide to determine staff levels. • Plan Check - The initial check for building plans for new large scale high density multi -family and mixed-use projects shall be completed within twenty (20) working days or less from the date of plan submittal. The initial check of building plans for new commercial, industrial and residential buildings shall be completed within ten (10) working days or less from the date of plan submittal. The initial check of building plans for commercial, industrial and residential remodels, renovations and additions shall be completed within five (5) working days or less from plan submittal. All rechecks of building plans shall be completed within five (5) working days or less from resubmittal. Plan Check review for routine and simple structures and items shall be completed over -the -building counter. Routine and simple structures and items include, but are limited to; reroofs; patio covers; and fences/walls. • Inspection — All building inspections requested by 4:00p.m. on a working day shall be conducted on the next working day with an a.m./p.m. commitment and a two (2) hour window. As special circumstances may dictate, after hour or weekend inspections will be conducted. At all times, building inspectors shall conduct themselves in a courteous and professional manner and utilize the phone to help coordinate and narrow inspection times with applicants. Counter - Provide service and support for the building counter a minimum of eight (8) hours per working day. The building counter shall be open to the public and sufficiently staffed from the hours of 7:00 a.m.to 6:00p.m., Monday through 01007.0001/899836.2 A-10 Thursday, excluding City holidays. Counter hours may be subject to reasonable change by the City, including but not limited to, the hours of 7:00 a.m. to 6:00 p.m., with the potential for staggered work hours to cover the additional time. Keep written information regarding building permit application, plan check and inspection process updates. Answer the building counter phone when not with a customer at the counter and return telephone calls within two hours. Respond to all email inquiries within one working day. On an as needed basis, assist the City in providing or updating any Building Division information on the City's website. Public Records Act Requests: Consultant will provide prompt and immediate assistance and cooperation in response to City's receipt of Public Records Act requests involving documents in the possession of Consultant. Digitizing County Records: Consultant will assist the City in digitizing County records. Energov: Consultant will assist City with the set-up of EP&L (Energov). II. In addition to the requirements of Section 6.2 and pursuant to the Task Order's project -specific Scope of Services, the Contract Officer may require the Consultant to provide the following deliverables, as applicable: A. As requested by the Contract Officer. III. 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. IV. Consultant will utilize qualified personnel with the following titles to perform the Services required by the applicable Task Order. Consultant shall obtain the Contract Officer's advanced written approval when replacing any individual assigned to perform services on Task Orders: A. Ayla Jefferson, CBO, Principal Building Official B. Dennis Tarango, CBO, CSP, Principal Building Official C. Cern Ayan, P.E., ICC, Certified Plans Examiner, Deputy Building Official 01007.0001/899836.2 A-11 D. Melissa Demirci, Contract Principal E. Jeffrey Kao, PE, CBO, CASp, Plans Examiner and Inspector F. Jason Robins, CBO, CSP, Deputy Building Official G. Jonathan Tarango, Building Division Supervisor H. John Tufan, Building Division Supervisor I. Julie Robbins, Building Division Supervisor 01007.0001/899836.2 A-12 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) (new text shown in bold italics, deleted text in strilethfough) 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 warms 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 puTese intended in conformance with such standards. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first crass professional firms performing similar work under similar circumstances." II. Section 1.3 (Compliance with Law) of the Agreement is hereby amended to read in its entirety as follows: "1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all applicable 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." III. Section 1.5 (Familiarity with Work) of the Agreement is hereby amended to read in its entirety as follows: "1.5 Familiarity with Work. By executing this Agreement, Consultant wa3s represents 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 waff ats-represents that Consultant has or will 01007.0001/899836.2 B-1 investigate the site and is or will be fully acquainted with the visible 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." IV. Section 1.6 (Care of Work) of the Agreement is hereby amended to read in its entirety as follows: "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 to the extent caused by Consultant's operations, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence or the negligence or operations of any third party." V. Section 2.4 (Invoices) of the Agreement is hereby amended to read in its entirety as follows: "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 to the best of its knowledge, information and belief compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and sub -contractor contracts. Sub- contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law." VI. Section 3.4 (Term) of the Agreement is hereby amended to read in its entirety as follows: 01007.0001/899836.2 B-2 "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 three one (34-) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D")." The City may, at its sole discretion, elect to extend the Term by two (2) additional one-year terms (each, an "Extension Term'), at a not to exceed amount of $1,300,000 per each Extension Term." VII. 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. 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 Geo Advantec, Inc., which will provide soils report review support, 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." VIII. Subsection (d) (Professional Liability) of Section 5.1 (Insurance Coverages) of the Agreement is hereby amended to read in its entirety as follows: "(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 negligent 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, 01007.0001/899836.2 B-3 Consultant shall annually and upon request of the City submit written evidence of this continuous coverage." IX. 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 (except for professional liability) shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any parry hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (except with respect to professional liability insurance) (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 M� 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 01007.0001/899836.2 B-4 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." X. Section 5.3 (Indemnification) of the Agreement is hereby amended to read in its entirety as follows: 665.3 . Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity to the extent 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 to the extent arising from Consultant's or indemnitors' reckless or willful misconduct, or to the extent 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 reasonable attorneys' fees incurred in connection therewith; 01007.0001/899836.2 B-5 (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities to the extent 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 to the extent resulting from Consultant's negligence, recklessness or willful misconduct. With respect to any claims or liabilities related to Consultant's "design professional services'; if any, as defined in California Civil Code Section 2782.8, Consultant's duty to the Indemnified Parties shall be limited to extent they are caused by the negligence, recklessness or willful misconduct of Consultant. In no event shall Consultant's cost to defend exceed Consultant's proportionate percentage of fault. 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." XI. Section 6.3 (Ownership of Documents) of the Agreement is hereby amended to read in its entirety as follows: "6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without 01007.0001/899836.2 B-6 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the tasks contained in the Task Orders in accordance with the following and within the budgets established in the Task Orders: Plan review, perrnit issuance and inspection services per sliding scale % of the monthly Building Division fees collected Service Description Fees effective through June 30, 2024 f tonthly Budding Division fees coiected Siding Scale % $0 to 5200,000 63% $.200,001 to $350,000 60% $350,001 and above 55% The rain monthly fee no less than $95,000 Building Official per the schedule of hourly rates Any other staff services per the schedule of hourly rates Where no fees colected, or reduced for plan check or perHis, erttitiemertt revive ,s, LD Compliance, sat Peport, Hyaroiogy P.eport P.erie+.!s and other adoitiorial services requested shay be per the hourty Standard rates. Hourly Pates are increased each year AAV I st automatically by the percentage change Los Angeles -Long Beoch-Anahern CaNamia Consumer Price Index -Al Urban Cc nsurhers [-CP;-U-] for the precec*V t+ .melye-month period as axJc fated for February by the U.S. Department of Labor Bue3,r of Labor Statistic and p:ibishec by the united states Bureau of Labor Stat lift. II. Within the budgeted amounts for each Task Order, 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 $3,900,000 as provided in Section 2.1 of this Agreement. V. The Consultant's billing rates for all personnel are attached as Exhibit C-1. 01007.0001/899836.2 C-1 EXHIBIT "C-1" BILLING RATES I(IISMUCTM MANAGEMENT IatmrCmkdYfCreA ail 5145 - $155 FLUS CMN&M6rf 5150 - 3160 Qfke En*M 5145 - 5155 CW5-rudDn Inspeetnr 5140 - 5150 5erior Gor5tn6d<Dfl kWe= 5150 - 5160 ConSxrwkm Marup 5170 - 5185 Resident Bow 5155 - sw0 PUBLIC V4KM S. INSPECTION Putic I5M In*Mar _ 1 _ 1. Sew Pubs 4fAft n We= 5upmWq PA- irYspew SURVEY AND MAPPING 5urhTy AnStst 5150 5155 5emr SUMey fawlysi 5155 5160 2 -mum sr.rm cfm 5345 5360 5wey A Mq*g 5ped3ist 5185 52D0 Lkersm Land 5urveVor 5210 5M FUNDING S GRANT %WRING R n% SSC 3145 - 5150 5erior RM An. -1y51 3150 - $160 Gant VA Ef 5165 - Sim Rxit S GuT, Pryer Mrcrer 5185 - 3195 PLANNING Cnmmurriy Oe► 4mert Tedri ian 580 - 5w P!<nmg Twvii n 590 - 5100 AMblz= PMW 5100 - 5120 Asadme Pt3nner 5120 - 5140 5emr Ptamer 5145 - 5155 Ptmlliv R amw 5170 - 5190 ADMINIGTRATIVE :=7AFF Llldmi*=Ji Cie>ol 5710 - 5w Pmi: ;acsrrani 5BL1 - 340 The ab0Ve tees are iced earon year duly t51 aura- Beady a►ar*if Cam Canner Rke WKIMi-A6 IJbarr CalSU M {"GPI4?) for Te Pn✓ A&V twi#r&rn" Period a rimed 10r FaP"y by the UA OgkVM f of Labor Buwu of Labor 5t rkks and pulAtea by 7N AM 5tMm Bueau sof Labor Stalii k 01007.0001/899836.2 C-2 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall perform all Services on an on-call basis, Task Order basis, as set forth in Exhibit "A." II. Consultant shall deliver the following tangible work products to the City by the following dates. A. As requested by the Contract Officer. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 01007.0001/899836.2 D- I A� " CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDlYYYY)6/15/2023 CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Marie Swaney AssuredPartners Design Professionals Insurance Services, LLC PHONE AX 3697 Mt. Diablo Blvd Suite 230 fAJC,E-MAINo,L 626-696-1890 No : ADDRESS: CertsDesignPro@AssuredPartners.com Lafayette CA 94549 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Travelers Casualty and Surety Co of America 31194 License#: 6003745 INSURED TRANENG-09 INSURER B: Travelers Property Casualty Company of America 25674 tech Engineers, Inc. 909-5 909-595-8599 INSURER C: The Travelers IndemnityCompany of Connecticut 25682 INSURER D: Sentinel Insurance Company 11000 13367 Benson Ave Chino CA 91710-3009 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 344520980 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MM/DDS POLICY M DDY� LIMITS B X COMMERCIAL GENERAL LIABILITY Y Y 6805H737478 12/31/2022 12/31/2023 EACH OCCURRENCE $1,000,000 CLAIMS -MADE rx� OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ 1,000,000 MED EXP (Any one person) $ 10,000 X Contractual Liab X XCU Included PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 62,000,000 POLICYFX] JEo LOC PRODUCTS - COMP/OP AGG $2,000,000 $ OTHER: C AUTOMOBILE LIABILITY Y Y BA3R067451 12/31/2022 12/31/2023 COMBINED SINGLE LIMIT $1,000,000 Ea accident BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident X HIREDX NON -OWNED AUTOS ONLY AUTOS ONLY $ X NoOwnedAutos B X UMBRELLA LIAB X OCCUR Y Y CUP41"17434A 12/31/2022 12/31/2023 EACH OCCURRENCE $5,000,000 AGGREGATE $ 5,000,000 EXCESS LIAB CLAIMS -MADE DED X RETENTION $ $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N Y 57WEGAA508A 9/1/2022 9/1/2023 X STATUTE ERH ANYPROPRIETOR/PARTNER/EXECUTIVEE.L. EACH ACCIDENT $ 1,000,000 F—]OFFICER/MEMBER EXCLUDED? NIA E.L. DISEASE- EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 A Professional Liability 107328311 12/31/2022 12/31/2023 Per Claim $2,000,000 Aggregate Limit $4,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Insured owns no company vehicles; therefore, hired/non-owned auto is the maximum coverage that applies. Umbrella Liability policy is excess and follow -form to its underlying Policies: General Liability/Auto Liability/Employers Liability. Professional Liability is E&O Liability. Re: All Operations as pertains to the Named Insured for the City of Carson -- City of Carson, its elected and appointed officers, employees, volunteers and agents are named as an additional insured as respects general liability and auto liability as required per written contract or agreement. General Liability is Primary/Non-Contributory per policy form wording. Insurance coverage includes waiver of subrogation per the attached endorsement(s). CANCELLATION/CHANGE: 30 day notice will be sent to the certificate holder. laK I [I-lt A I t MULUtK t.ANL r_LLA I IUN bU Uay NOUCe WIII De sem SO noiaer SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE INSURANCE APPROVED THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Carson % 701 E Carson Street Carson CA 90745 6/15/2023 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Policy # 6805H737478 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also_ Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance d. Primary And Non -Contributory Insurance If laws or regulations. Required By Written Contract --- >7, Separation Of Insureds If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury' or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. 31 C. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice_ SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 O 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy # 6805H737478 occupational therapist or occupational therapy assistant, physical therapist or speech-language pathologist; or (b) First aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following replaces the last sentence of Paragraph 5. of SECTION III — LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following exclusion is added to Paragraph 2., Exclusions, of SECTION I — COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Sale Of Pharmaceuticals "Bodily injury" or "property damage" arising out of the violation of a penal statute or ordinance relating to the sale ofd pharmaceuticals committed by, or with the knowledge or consent of the insured. S. The following is added to the DEFINITIONS Section: "Incidental medical services" means: a. Medical, surgical, dental, laboratory, x- ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances. COMMERCIAL GENERAL LIABILITY that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II — Who Is An Insured. K. MEDICAL PAYMENTS — INCREASED LIMIT The following replaces Paragraph 7. of SECTION III — LIMITS OF INSURANCE: 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, and will be the higher of: a. $10,000; or b. The amount shown in the Declarations of this Coverage Part for Medical Expense Limit. L. AMENDMENT OF EXCESS INSURANCE CONDITION — PROFESSIONAL LIABILITY The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis, that is Professional Liability or similar coverage, to the extent the loss is not subject to the professional services exclusion of Coverage A or Coverage B. M. BLANKET WAIVER OF SUBROGATION — WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a written contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: 6. The following is added to Paragraph 4.b., a. "Bodily injury" or "property damage" that Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY occurs; or CONDITIONS: b. "Personal and advertising injury" caused by This insurance is excess over any valid and an offense that is committed; collectible other insurance, whether primary, subsequent to the signing of that contract or excess, contingent or on any other basis, agreement. CG D3 79 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. POLICY NUMBER: 680-51-1737478 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the products -completed operations hazard, provided that such contract was signed by you before, and is in effect when, the "bodily injury or "property damage" occurs. Location And Description Of Completed Operations Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to in- clude as an additional insured the person(s) or or- ganization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property dam- age" caused, in whole or in part, by "your work" at the CG 20 37 07 04 CG T8 04 12 22 location designated and described in the schedule of this endorsement performed for that additional in- sured and included in the "products -completed opera- tions hazard". © ISO Properties, Inc., 2004 DATE OF ISSUE: 10/04/2022 Page 1 of 1 POLICY NUMBER: 680-51-1737478 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Names of Additional Insured Person(s) or Organization (s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed by you before,and is in effect when, the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. Location of Covered Operations: Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section II — Who Is An Insured is amended to in- clude as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: CG D3 61 03 05 This insurance does not apply to "bodily injury" or "property damage" occurring, or "personal injury" or "advertising injury" arising out of an offense committed, after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, mainte- nance or repairs) to be performed by or on behalf of the additional insured(s) at the loca- tion of the covered operations has been com- pleted; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontrac- tor engaged in performing operations for a principal as a part of the same project. Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. CG T8 06 12 2)ncludes copyrighted material of Insurance Services Office, Inc. with its permission. DATE OF ISSUE: 10/04/2022 Page 1 of 1 Policy # BA3R067451 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5., Transfer of required of you by a written contract executed Rights Of Recovery Against Others To Us, of the prior to any "accident" or "loss", provided that the CONDITIONS Section: "accident' or 'loss" arises out of the operations 5. Transfer Of Rights Of Recovery Against Oth- contemplated by such contract. The waiver ap- ers To Us plies only to the person or organization desig- We waive any right of recovery we may have nated in such contract. against any person or organization to the extent CA T3 40 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy: BA3R067451 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE in the BUSINESS AUTO COVERAGE FORM and Paragraph e. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE in the MOTOR CARRIER COVERAGE FORM, whichever Coverage Form is part of your policy: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". CA T4 37 02 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission.