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Home My WebLink AboutItem 4.8 - 1560 Amendments to Consulting Service Agreements Page 1 of 3 STAFF REPORT CITY COUNCIL DATE: September 5, 2017 TO: Honorable Mayor and City Councilmembers FROM: Christopher L. Foss, City Manager SUBJECT: Amendments to Agreements for On-Call Engineering and Landscape Architecture Services Prepared by: Andrew Russell, Asst.Public Works Director/City Engineer EXECUTIVE SUMMARY: The City Council will consider approving amendments to the agreements for on -call engineering and landscape architecture services to include not-to-exceed amounts and will also consider a term extension for the landscape architecture service providers for an additional two year period, from June 30, 2018 to June 30, 2020. STAFF RECOMMENDATION: Adopt the Resolution Approving Amendments to Consulting Services Agreements with Bellecci & Associates, BFS Landscape Associates, BSK Associates, Consolidated Engineering Laboratories, DKS Associates, Environmental Foresight, Fehr & Peers, Gates and Associates, Geocon, Harris & Associates, Kimley-Horn & Associates, Mark Thomas & Company, Pakpour Consulting Group, PGA Design, RRM Design Group, S & C Engineers, Stantec Consulting Services, Inc., Swinerton Management & Consulting, Vali-Cooper Associates, and Wallace Roberts & Todd, LLC. FINANCIAL IMPACT: Approval of the proposed amendments to on-call service agreements would not change the amount budgeted for these services, but would add a compensation limit to the total cost of services. Staff anticipates spending a total of approximately $1 1.5 million for these services, funded by specific Capital Improvement Program project budgets, developer deposits, or Department operating budgets. DESCRIPTION: The Public Works Department utilizes consultants on Capital Improvement Program (CIP) projects, private development projects, and for on-call, as needed services. Services provided assist Staff in specific areas of technical and professional expertise. Consultants are solicited through an open and competitive request for qualifications (RFQ) process. For the subject agreements, Staff issued RFQs and City Council Page 2 of 3 approved agreements in the service categories shown in the following table: Service Categories/Consulting Services Providers Last City Council Approval Civil Design and Project Management 1. Bellecci & Associates 2. Harris & Associates 3. Mark Thomas & Company 4. Pakpour Consulting Group 5. Kimley-Horn & Associates 6/17/2016 Construction Management & Inspection 1. Swinerton Management and Consulting 2. Vali-Cooper & Associates 3. S&C Engineers 6/1/2016 Construction Inspection & Materials Testing 1. BSK Associates* 2. Consolidated Engineering Laboratories 3. Geocon* 6/1/2016 Landscape Architecture 1. Environmental Foresight 2. Gates and Associates 3. PGA Design, Inc. 4. RRM Design Group 5. Wallace Roberts and Todd, LLC 6. BFS Landscape Associates 11/17/2015 Geology & Geotechnical 1. BSK Associates* 2. Geocon* 6/1/2016 Traffic Engineering 1. Fehr and Peers 6/17/2016 Transportation Planning 1. DKS Associates 2. Stantec Consulting Services 6/17/2016 * Indicates firm provides more than one service category under their Agreement. Compensation Limit Staff is proposing that existing agreements for on -call consultant services be amended to include a limit on compensation paid to the consultant through the term of the agreement. This proposed change would be consistent with updated contracting Page 3 of 3 practices. The “not to exceed” limit on compensation is consistent with agreements approved for Building Inspections, Building Code Enforcement, and Plan Checking services. Extension of Term Public Works issued an RFQ for on-call landscape architecture services in the fall of 2015. On November 17, 2015, City Council approved agreements with BFS Landscape Architects, Environmental Foresight, Inc., Gates and Associates, PGA Design, Inc., RRM Design Group, and Wallace Roberts and Todd, LLC. The term of the agreements is effective through June 30, 2018. These agreements have been utilized for almost two years and Staff recommends the agreements be amended to extend the term an additional two years to June 30, 2020. This recommendation is ba sed upon current planned CIP projects and potential as-needed, on-call services. NOTICING REQUIREMENTS/PUBLIC OUTREACH: N/A ATTACHMENTS: 1. Resolution Approving Amendments to Consulting Services Agreements 2. Exhibit A to Resolution - Agreement Amendments 3. Current Agreements RESOLUTION NO. XX- 16 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ********* APPROVING AMENDMENTS TO CONSULTING SERVICES AGREEMENTS WITH BELLECCI & ASSOCIATES, BFS LANDSCAPE ASSOCIATES, BSK ASSOCIATES, CONSOLIDATED ENGINEERING LABORATORIES, DKS ASSOCIATES, ENVIRONMENTAL FORESIGHT, FEHR & PEERS, GATES AND ASSOCIATES, GEOCON, HARRIS & ASSOCIATES, KIMLEY-HORN & ASSOCIATES, MARK THOMAS & COMPANY, PAKPOUR CONSULTING GROUP, PGA DESIGN, RRM DESIGN GROUP, S & C ENGINEERS, STANTEC CONSULTING SERVICES, INC., SWINERTON MANAGEMENT & CONSULTING, VALI-COOPER ASSOCIATES, AND WALLACE ROBERTS & TODD, LLC. WHEREAS, Staff prepared and initiated a Request for Qualifications (RFQ) for on-call engineering services; and WHEREAS, Staff reviewed and selected the most qualified firms to provide certain engineering and landscape architecture services on an as-needed basis; and WHEREAS, the City entered into Consulting Services Agreements with the selected firms; and WHEREAS, Staff is seeking to amend these Agreements for the purpose of adding in “not-to-exceed” compensation to each of the Agreements; and WHEREAS, total compensation for the services provided under these A nm,greements is subject to budgetary approval by the City Council for the term of each Agreement; and WHEREAS, the total amount budgeted for the services included in this Resolution in Fiscal Year 2017-18 is $11,453,621.50; and WHEREAS, Staff is also seeking a term extension of two years on the Agreements for landscape architecture services given the upcoming capital improvement projects and on-call service need. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the Amendments to the Consulting Services Agreements with Bellecci & Associates, BFS Landscape Associates, BSK Associates, Consolidated Engineering Laboratories, DKS Associates, Environmental Foresight, Fehr & Peers, Gates and Associates, Geocon, Harris & Associates, Kimley-Horn & Associates, Mark Thomas & Company, Pakpour Consulting Group, PGA Design, RRM Design Group, S & C Engineers, Stantec Consulting Services, Inc., Swinerton Management & Consulting, Vali-Cooper Associates, and Wallace Roberts & Todd, LLC., as attached hereto as Exhibit A to this Resolution; and BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Amendments. PASSED, APPROVED AND ADOPTED this 5th day of September, 2017, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ________________________________ Mayor ATTEST: _______________________________________ City Clerk AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND BELLECI & ASSOCIATES WHEREAS, on July 1, 2014, the City of Dublin (hereinafter referred to as "CITY") and BELLECI & ASSOCIATES (hereinafter referred to as "Consultant") entered into a Consulting Services Agreement for Civil Design and Project Management (hereinafter referred to as the “Agreement”); and WHEREAS, on June 28, 2016, the CITY and Consultant amended the Agreement with an updated termination date of June 30, 2018; and WHEREAS, the CITY and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $1,250,000, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 2) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk BELLECI & ASSOCIATES Dated: By: _____________________________ Frank Bellecci, Principal in Charge AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND BFS LANDSCAPE ARCHITECTS WHEREAS, on November 18, 2015, the City of Dublin (hereinafter referred to as "CITY") and BFS LANDSCAPE ARCHITECTS (hereinafter referred to as "Consultant") entered into a Consulting Services Agreement for Landscape Architecture Services (hereinafter referred to as the “Agreement”); and WHEREAS, the CITY and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 1.1 Term of Services shall be rescinded in its entirety and replaced with the following: 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2020, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 8. 2) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $1,000,000, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 3) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk BFS LANDSCAPE ARCHITECTS Dated: By: _____________________________ Mike Bellinger, Principal in Charge AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND BSK ASSOCIATES WHEREAS, on July 1, 2016, the City of Dublin (hereinafter referred to as "CITY") and BSK ASSOCIATES (hereinafter referred to as "Consultant") entered into a Consulting Services Agreement for Geology and Geotechnical Services (hereinafter referred to as the “Agreement”); and WHEREAS, the CITY and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $500,000, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 2) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk BKS ASSOCIATES Dated: By: _____________________________ Tim Rodriguez, Principal in Charge AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND BSK ASSOCIATES WHEREAS, on July 1, 2016, the City of Dublin (hereinafter referred to as "CITY") and BSK ASSOCIATES (hereinafter referred to as "Consultant") entered into a Consulting Services Agreement for Construction Inspection and Materials Testing Services (hereinafter referred to as the “Agreement”); and WHEREAS, the CITY and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $500,000, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 2) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk BKS ASSOCIATES Dated: By: _____________________________ Tim Rodriguez, Principal in Charge AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND CONSOLIDATED ENGINEERING LABORATORIES WHEREAS, on July 1, 2016, the City of Dublin (hereinafter referred to as "CITY") and CONSOLIDATED ENGINEERING LABORATORIES (hereinafter referred to as "Consultant") entered into a Consulting Services Agreement for Construction Inspection and Materials Testing Services (hereinafter referred to as the “Agreement”); and WHEREAS, the CITY and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $500,000, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 2) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk CONSOLIDATED ENGINEERING LABORATORIES Dated: By: _____________________________ Gary M. Cappa, President / CEO AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND DKS ASSOCIATES WHEREAS, on July 1, 2014, the City of Dublin (hereinafter referred to as "CITY") and DKS ASSOCIATES (hereinafter referred to as "Consultant") entered into a Consulting Services Agreement for Transportation Planning (hereinafter referred to as the “Agreement”); and WHEREAS, on June 28, 2016, the CITY and Consultant amended the Agreement with an updated termination date of June 30, 2018; and WHEREAS, the CITY and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $1,000,000, notwithstanding any contrary indications that may be contained in Consult ant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 2) Section 10.10 Notices, shall be rescinded in its entirety and replaced with the following: 10.10 Notices. Any written notice to Consultant shall be sent to: DKS Associates Terry Klim, Principal 1970 Broadway, Suite 740 Oakland, CA 94612 Any written notice to City shall be sent to: Gary Huisingh, Public Works Director City of Dublin Public Works 100 Civic Plaza Dublin, CA 94568 3) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk DKS ASSOCIATES Dated: By: _____________________________ Terry Klim, Principal in Charge AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND ENVIRONMENTAL FORESIGHT, INC. WHEREAS, on November 18, 2015, the City of Dublin (hereinafter referred to as "CITY") and ENVIRONMENTAL FORESIGHT, INC. (hereinafter referred to as "Consultant") entered into a Consulting Services Agreement for Landscape Architecture Services (hereinafter referred to as the “Agreement”); and WHEREAS, the CITY and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 1.1 Term of Services shall be rescinded in its entirety and replaced with the following: 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2020, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 8. 2) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $1,000,000, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 3) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk ENVIRONMENTAL FORESIGHT, INC. Dated: By: _____________________________ Scott E. Feuer, Senior Principal AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND FEHR & PEERS WHEREAS, on July 1, 2014, the City of Dublin (hereinafter referred to as "CITY") and FEHR & PEERS (hereinafter referred to as "Consultant") entered into a Consulting Services Agreement for Traffic Engineering (hereinafter referred to as the “Agreement”); and WHEREAS, on June 28, 2016, the CITY and Consultant amended the Agreement with an updated termination date of June 30, 2018; and WHEREAS, the CITY and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $1,000,000, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 2) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk FEHR & PEERS Dated: By: _____________________________ Marion Donnelly, Chief Financial Officer AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND GATES + ASSOCIATES WHEREAS, on November 18, 2015, the City of Dublin (hereinafter referred to as "CITY") and GATES + ASSOCIATES (hereinafter referred to as "Consultant") entered into a Consulting Services Agreement for Landscape Architecture Services (hereinafter referred to as the “Agreement”); and WHEREAS, the CITY and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 1.1 Term of Services shall be rescinded in its entirety and replaced with the following: 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2020, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 8. 2) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $1,000,000, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 3) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk GATES + ASSOCIATES Dated: By: _____________________________ Linda Gates, Partner AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND GEOCON CONSULTANTS, INC. WHEREAS, on July 1, 2016, the City of Dublin (hereinafter referred to as "CITY") and GEOCON CONSULTANTS, INC. (hereinafter referred to as "Consultant") entered into a Consulting Services Agreement for Geology and Geotechnical Services (hereinafter referred to as the “Agreement”); and WHEREAS, the CITY and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $500,000, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 2) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk GEOCON CONSULTANTS, INC. Dated: By: _____________________________ Shane Rodacker, Principal AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND GEOCON CONSULTANTS, INC. WHEREAS, on July 1, 2016, the City of Dublin (hereinafter referred to as "CITY") and GEOCON CONSULTANTS, INC. (hereinafter referred to as "Consultant") entered into a Consulting Services Agreement for Construction Inspection and Materials Testing Services (hereinafter referred to as the “Agreement”); and WHEREAS, the CITY and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $500,000, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 2) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk GEOCON CONSULTANTS, INC. Dated: By: _____________________________ Shane Rodacker, Principal AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND HARRIS & ASSOCIATES WHEREAS, on July 1, 2014, the City of Dublin (hereinafter referred to as "CITY") and HARRIS & ASSOCIATES (hereinafter referred to as "Consultant") entered into a Consulting Services Agreement for Civil Design and Project Management (hereinafter referred to as the “Agreement”); and WHEREAS, on June 28, 2016, the CITY and Consultant amended the Agreement with an updated termination date of June 30, 2018; and WHEREAS, the CITY and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $1,250,000, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 2) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk HARRIS & ASSOCIATES Dated: By: _____________________________ Chris Dunne, Vice President AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND KIMLEY-HORN & ASSOCIATES, INC. WHEREAS, on July 1, 2014, the City of Dublin (hereinafter referred to as "CITY") and KIMLEY-HORN & ASSOCIATES, INC. (hereinafter referred to as "Consultant") entered into a Consulting Services Agreement for Civil Design and Project Management (hereinafter referred to as the “Agreement”); and WHEREAS, on June 28, 2016, the CITY and Consultant amended the Agreement with an updated termination date of June 30, 2018; and WHEREAS, the CITY and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $1,250,000, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 2) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk KIMLEY-HORN & ASSOCIATES, INC. Dated: By: _____________________________ Brian E. Sowers, P.E., Vice President AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND MARK THOMAS & COMPANY, INC. WHEREAS, on July 1, 2014, the City of Dublin (hereinafter referred to as "CITY") and MARK THOMAS & COMPANY, INC. (hereinafter referred to as "Consultant") entered into a Consulting Services Agreement for Civil Design and Project Management (hereinafter referred to as the “Agreement”); and WHEREAS, on June 28, 2016, the CITY and Consultant amended the Agreement with an updated termination date of June 30, 2018; and WHEREAS, the CITY and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $1,250,000, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 2) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk MARK THOMAS & COMPANY, INC. Dated: By: _____________________________ Sasha Dansky, Principal Division Manager AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND PAKPOUR CONSULTING GROUP, INC. WHEREAS, on July 1, 2014, the City of Dublin (hereinafter referred to as "CITY") and PAKPOUR CONSULTING GROUP, INC. (hereinafter referred to as "Consultant") entered into a Consulting Services Agreement for Civil Design and Project Management (hereinafter referred to as the “Agreement”); and WHEREAS, on June 28, 2016, the CITY and Consultant amended the Agreement with an updated termination date of June 30, 2018; and WHEREAS, the CITY and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $1,250,000, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 2) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk PAKPOUR CONSULTING GROUP, INC. Dated: By: _____________________________ Joubin Pakpour, President AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND PGADESIGN, INC. WHEREAS, on November 18, 2015, the City of Dublin (hereinafter referred to as "CITY") and PGADESIGN, INC. (hereinafter referred to as "Consultant") entered into a Consulting Services Agreement for Landscape Architecture Services (hereinafter referred to as the “Agreement”); and WHEREAS, the CITY and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 1.1 Term of Services shall be rescinded in its entirety and replaced with the following: 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2020, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 8. 2) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $1,000,000, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 3) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk PGADESIGN, INC. Dated: By: _____________________________ Karen Krolewski, Principal AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND RRM DESIGN GROUP WHEREAS, on November 18, 2015, the City of Dublin (hereinafter referred to as "CITY") and RRM DESGIN GROUP (hereinafter referred to as "Consultant") entered into a Consulting Services Agreement for Landscape Architecture Services (hereinafter referred to as the “Agreement”); and WHEREAS, the CITY and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 1.1 Term of Services shall be rescinded in its entirety and replaced with the following: 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2020, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 8. 2) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $1,000,000, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 3) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk RRM DESIGN GROUP Dated: By: _____________________________ Jeff Ferber, Principal AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND S&C ENGINEERS, INC. WHEREAS, on July 1, 2016, the City of Dublin (hereinafter referred to as "CITY") and S&C ENGINEERS, INC. (hereinafter referred to as "Consultant") entered into a Consulting Services Agreement for Construction Management and Inspection Services (hereinafter referred to as the “Agreement”); and WHEREAS, the CITY and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $1,000,000, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 2) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk S&C ENGINEERS, INC. Dated: By: _____________________________ James E. Scott, President AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND STANTEC CONSULTING SERVICES, INC. WHEREAS, on July 1, 2014, the City of Dublin (hereinafter referred to as "CITY") and STANTEC CONSULTING SERVICES, INC. (hereinafter referred to as "Consultant") entered into a Consulting Services Agreement for Transportation Planning (hereinafter referred to as the “Agreement”); and WHEREAS, on June 28, 2016, the CITY and Consultant amended the Agreement with an updated termination date of June 30, 2018; and WHEREAS, the CITY and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $1,000,000, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 2) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk STANTEC CONSULTING SERVICES, INC. Dated: By: _____________________________ Joy Bhattacharya, Principal AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND SWINERTON MANAGEMENT AND CONSULTING WHEREAS, on July 1, 2016, the City of Dublin (hereinafter referred to as "CITY") and SWINERTON MANAGEMENT AND CONSULTING (hereinafter referred to as "Consultant") entered into a Consulting Services Agreement for Construction Management and Inspection (hereinafter referred to as the “Agreement”); and WHEREAS, the CITY and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $1,250,000, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 2) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk SWINERTON MANAGEMENT AND CONSULTING Dated: By: _____________________________ Jeffrey S. Gee, Vice President AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND VALI COOPER & ASSOCIATES WHEREAS, on July 1, 2016, the City of Dublin (hereinafter referred to as "CITY") and VALI COOPER & ASSOCIATES (hereinafter referred to as "Consultant") entered into a Consulting Services Agreement for Construction Management and Inspection (hereinafter referred to as the “Agreement”); and WHEREAS, the CITY and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $1,000,000, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 2) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk VALI COOPER & ASSOCIATES Dated: By: _____________________________ Marian Ross, CFO AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND WALLACE, ROBERTS & TODD, INC. WHEREAS, on November 18, 2015, the City of Dublin (hereinafter referred to as "CITY") and WALLACE, ROBERTS & TODD, INC. (hereinafter referred to as "Consultant") entered into a Consulting Services Agreement for Landscape Architecture Services (hereinafter referred to as the “Agreement”); and WHEREAS, the CITY and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 1.1 Term of Services shall be rescinded in its entirety and replaced with the following: 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2020, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 8. 2) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $1,000,000, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 3) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk WALLACE, ROBERTS & TODD, INC. Dated: By: _____________________________ James K. Stickley, Principal CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND BELLECCI &ASSOCIATES, INC. THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Bellecci&Associates, Inc.,("Consultant")as of July 1, 2014. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the.Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2016, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended,as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement,desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consulting Services Agreement between June 17,2014 City of Dublin and Bellecci&Associates, Inc. Page 1 of 17 Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; The beginning and ending dates of the billing period; A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; At City's option,for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; The total number of hours of work performed under the Agreement by Consultant and each employee, agent,and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee,agent,or subcontractor of Consultant reaches or exceeds 800 hours,which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed,and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last 10%of the total sum due pursuant to this Agreement within sixty(60)days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra,further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, Consulting Services Agreement between June 17, 2014 City of Dublin and Bellecci &Associates, Inc. Page 2 of 17 unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the following fee schedule: 2.6 Reimbursable Expenses. Reimbursable expenses are specified in the Consultant's Proposal. Expenses not listed are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.10 Rate Adjustments. Consultant will be entitled to an annual rate adjustment upon each annual anniversary of this Agreement, the amount of said increase to be approved by the City. The base for computing the adjustment shall be the Consumer Price index for Urban Wage Earners for the San Francisco-Oakland Bay Area published by the U.S. Department of Labor, Bureau of Labor Statistics(Index)which is published for the year ending in December. If the Index has increased over the Index for the prior year, the rates for the following year shall be established by multiplying the rates for the current year by a fraction,the numerator of which is the Renewal Index and the denominator of which is the Index for the preceding year. In no case shall the adjusted rates be less than the initial rates as set forth in Exhibit B. A sample calculation is set forth below. The Public Works Director shall calculate the adjusted rate on each anniversary date of this agreement and shall provide notice to Consultant of such new rates. SAMPLE CALCULATION: (Using 1%index increase as an example) HOURLY CHARGE RATE 150.00/hr INDEX INCREASE (Assuming 1%) 150 x.01 = 1.50 1.50/hr 151.50/hr Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense,provide all facilities and equipment that may be necessary to perform the services Consulting Services Agreement between June 17, 2014 City of Dublin and Bellecci&Associates, Inc. Page 3 of 17 required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks,filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location,quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense,shall procure"occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall,at its sole cost and expense, maintain Statutory Workers'Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator.The insurer, if insurance is provided,or the Consultant, if a program of self-insurance is provided,shall waive all rights of subrogation against the City and its officers,officials,employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30) days'prior written notice by certified mail, return receipt requested,has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability insurance. 4.2.1 General requirements. Consultant, at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00) Consulting Services Agreement between June 17, 2014 City of Dublin and Bellecci &Associates, Inc. Page 4 of 17 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88)or Insurance Services Office form number GL 0002(ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90)Code 8 and 9("any auto"). No endorsement shall be attached limiting the coverage. 4,2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a.City and its officers,employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant;products and completed operations of Consultant; premises owned,occupied,or used by Consultant; and automobiles owned, leased,or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents,or volunteers. b.The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c.An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials,employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. Consulting Services Agreement between June 17, 2014 City of Dublin and Bellecci&Associates, Inc. Page 5 of 17 r ti e.An endorsement shall state that coverage shall not be canceled except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense,shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty(30) days'prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severabliity of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a.The retroactive date of the policy must be shown and must be before the date of the Agreement. b.Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work,so long as commercially available at reasonable rates, c.If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d.A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. Consulting Services Agreement between June 17,2014 City of Dublin and Bellecci &Associates, Inc. Page 6 of 17 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete,certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages,scope, limits, and forms of such insurance are either not commercially available,or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self•Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement,only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond,guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited,or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies,which Consulting Services Agreement between June 17,2014 City of Dublin and Bellecci &Associates, Inc. Page 7 of 17 are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder,or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify,defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents,and volunteers from and against any and all fosses, liability,claims,suits, actions, damages, and causes of action arising out of any personal injury,bodily injury,loss of life, or damage to property,or any violation of any federal,state,or municipal law or ordinance, to the extent caused,in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors,or agents, by acts for which they could be held strictly liable,or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1)the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers,employees, agents,or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property,or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee,agent,or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS)to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify,defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents,or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; Consulting Services Agreement between June 17, 2014 City of Dublin and Bellecci&Associates, Inc. Page 8 of 17 however,otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law,or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit,or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses,permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the basis of a person's race, religion,color, national origin, age, physical or mental handicap or disability, medical condition, marital status,sex,or sexual orientation,against any employee, applicant for employment,subcontractor, bidder for a subcontract,or participant in, recipient of,or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal,state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Consulting Services Agreement between June 17,2014 City of Dublin and Beliecci &Associates, Inc. Page 9 of 17 Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty(30)days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination,Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents,photographs, computer software,video and audio tapes,and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence,experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Consulting Services Agreement between June 17,2014 City of Dublin and Bellecci&Associates, Inc. Page 10 of 17 8.6 Options upon Breach by Consultant. if Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans,specifications,drawings, reports,design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps, models, charts, studies, surveys, photographs, memoranda,plans,studies,specifications, records,files,or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of.the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data,plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices,vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years,or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3)years after final payment under the Agreement. Consulting Services Agreement between June 17, 2014 City of Dublin and Bellecci &Associates, Inc. Page 11 of 17 Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement,the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. if a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable, the provisions of this Agreement not'so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location,would place Consultant in a"conflict of interest,"as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve(12) months, an employee, agent, appointee,or official of the City. If Consultant was an employee, agent, appointee,or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code§1090 et.seq.,the entire Agreement is void and Consultant will not be Consulting Services Agreement between June 17, 2014 City of Dublin and Bellecci&Associates, Inc. Page 12 of 17 entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses,and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code§ 1090 and, if applicable,will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting,focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the Public Works Director("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Bellecci&Associates,Inc. Frank Bellecci,Principal In Charge 7041 Koll Center Parkway,Suite 132 Pleasanton CA 94566 Any written notice to City shall be sent to: Gary Huisingh,Public Works Director City of Dublin Public Works 100 Civic Plaza Dublin CA 94568 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report,first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled Seal and Signature of Registered Professional with report/design responsibility,"as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A,and including the compensation schedule attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Consulting Services Agreement between June 17,2014 City of Dublin and Bellecci&Associates, Inc. Page 13 of 17 CITY OF DUBLIN BELLECCI &ASSOCIATES, INC. Christopher L. Foss, City Manager Frank Bellecci, Principal in Charge Attest: Caroline Soto, City Clerk Approved as to Form: Joh :a ker, City Attorney G:1CONSULTANTSIBeileca Assoc42014-1618ellecci agmt engineering services.doc Consulting Services Agreement between June 17,2014 City of Dublin and Bellecci&Associates, Inc. Page 14 of 17 EXHIBIT A SCOPE OF SERVICES ON-CALL ENGINEERING SERVICES The scope of service under this on-call engineering services agreement includes the following: Civil Desi_gn/Profect Management 1. Assist the City in managing small to medium-sized capital projects including the preparation of staff reports, engineering studies, project planning and coordination with other agencies and utilities. 2. Assist the City in acquiring the necessary approvals from Caltrans Local Assistance Division on federally-funded projects including preparation of forms and documents to acquire the project E-76 approval to construct, and/or other funding agencies including the Alameda County Transportation Commission and Metropolitan Transportation Commission. 3. Assist the City in managing consultant work including signing, traffic handling and stage construction, landscaping, utility undergrounding, irrigation and roadway lighting. 4. Assist the City in managing the construction of small to medium-sized projects including advertisement of projects, response to request for information, review of bids,award of contract, project accounting, and closeout. 5. Perform Topographic Survey for the design of capital projects. 6. Perform Utility Research and coordination with Utility companies. 7. Perform Base Mapping of capital projects. 8. Prepare baseline project design schedule using critical path method and update schedule as necessary. 9. Prepare all necessary project environmental documents or manage environmental sub- consultants work and implement the environmental mitigation measures in the design of the project. 10. Prepare application for and assist the City obtain the necessary permits and approvals from appropriate agencies. 11. Perform or manage sub-consultants in the preparation of geotechnical services required on the project including determination of soil"R"values, pavement structural section, and other required soil characteristics for design of structures. 12. Prepare preliminary design of projects and alternative design studies, as required. 13. Perform right-of-way engineering including right-of-way base map,exhibits, plats and descriptions. 14. As necessary,manage sub-consultants'work in preparing appraisal reports and right-of- way acquisition. Consulting Services Agreement between June 17,2014 City of Dublin and Bellecci&Associates, Inc. Page 15 of 17 15. Perform project design at the 35%,65%, 95%and 100%levels including cost estimates, as required by the City. 16. Prepare Storm Water Quality and Erosion Control plans in compliance with the latest requirements of the California Regional Water Control Board, San Francisco Bay Area region. 17. Prepare final engineering cost estimates and contract bid documents based on the latest bid item unit costs, Caltrans 2010 Specifications and Standard Plans, and federal requirements on federally-funded projects. 18. Provide design support services during construction and prepare final record of drawings based on as-built drawings provided by the City. Consulting Services Agreement between June 17,2014 City of Dublin and Bellecci&Associates, Inc. Page 16 of 17 EXHIBIT B COMPENSATION SCHEDULE City shall pay Consultant for work to be performed pursuant to this Agreement per the Fee Schedule(s)entitled,"Hourly Rates,"attached hereto. Consulting Services Agreement between June 17,2014 City of Dublin and Bellecci&Associates, Inc. Page 17 of 17 g, Hourly Rates 1 The Schedule of Fees are shown below.The rates are effective from December 31,2012 through III December 31,2014.Overtime,or after hours time,will be charged at 125%of the standard hourly rates — however, no overtime or after hours rate will be charged without prior authorization from the client. BELLECCI Personnel Description Hourly Billing Rate Principal 216 11 Project Manager 180 Professional Engineer 170 Senior Engineer 154 Senior Designer 138 tilDesigner 128 Construction Manager 178 Resident Engineer 154 Senior PW Inspector 138 PW Inspector 118 Professional Land Surveyor 178 Survey Coordinator 158 Survey Technician 120 . I Flag Person 84 2-Man Field Survey Crew 264 3-Man Field Survey Crew 326 1-Man Field Survey Crew 190 IILegal and Expert Witness 300 Graphic Designer 85 Clerical 60 Reimbursable expenses shall include,but are not limited to the following: ii In House Printing Bond $0.25/sf Mylar$4.75/sf Color Presentation 6/sf I Color Copies 8.5 x 11"1.00/ea 11x17"1.90/ea Other Direct Project Expenses cost+ 10% II Subcontractors cost+ 10% Outside Printing&Delivery Service cost+ 10% III 1 ill DUBLIN Civil Design/Project Management Bellecci & Associates 19 Client#: 583 BELLEASSO DATE(MM/DD/YYYY)ACORDTM CERTIFICATE OF LIABILITY INSURANCE 9/09/2015 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 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 Doris A.ChambersNAME: Dealey, Renton&Associates PHONE 510 465-3090 FAX 510 452-2193A/C,No,Ext): A/C,No): P.O. Box 12675 E-MAIL dchambers deale renton.com Oakland,CA 94604-2675 ADDRESS:Y INSURER(S)AFFORDING COVERAGE NAIL# 510 465-3090 Jo Lusk INSURERA:Associated Indemnity Corp. INSURED INSURER B:American Automobile Ins.Co. 21849 Bellecci&Associates, Inc INSURER C:Hudson Insurance Company 25054 2290 Diamond Blvd,Suite 100 Concord, CA 94520 INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE NSRL WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITSMM/DD/YYYI (MM/DD/YYW) A GENERAL LIABILITY X X AZC80906751 09/10/2015 09/10/2016 EACH OCCURRENCE 1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISESO( Ea occurrence) $1,000,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY _ $1,000,000 _ GENERAL AGGREGATE $2,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 1 POLICY X 1,7E LOC B AUTOMOBILE LIABILITY X X MZA80314514 09/10/2015 09/10/2016 COMBI( Ea accideNED nt) SINGLE LIMIT $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $AUTOS AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE AUTOS Per accident) A x UMBRELLA LIAB X OCCUR X X AZC80906751 09/10/2015 09/10/2016 EACH OCCURRENCE 5,000,000 _ EXCESS LIAB CLAIMS-MADE AGGREGATE 5,000,000 DED RETENTION$ B WORKERS COMPENSATION X WZP81026630 07/01/2015 07/01/2016 X TORY LIMITS ERH AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT 1,000,000 OFFICER/MEMBER EXCLUDED? NJ N/A Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Professional AEE7104010 12/04/2014 12/04/2015 $2,000,000 per Claim Liability 2,000,000 Annl Aggr. DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,If more space is required) GENERAL LIABILITY POLICY EXCLUDES CLAIMS ARISING OUT OF THE PERFORMANCE OF PROFESSIONAL SERVICES. RE: On-Call Consulting Services Agreements City of Dublin and its officers,employees, agents, and volunteers are named as Additional Insured's to General Liability. Insurance is Primary and Non-contributory with Severability of Interest clause.Waiver of Subrogation applies to Worker's Compensation coverage. CERTIFICATE HOLDER CANCELLATION City of Dublin Public Works SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Gary Huisingh ACCORDANCE WITH THE POLICY PROVISIONS. 100 Civic Plaza Dublin,CA 94568-0000 AUTHORIZED REPRESENTATIVE 1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD S1459219/M1459042 DAC Additional Insured - Owners, Lessees or Contractors - AB 90 67 12 93 Policy Amendment Section II Insured Bellecci&Associates,Inc Policy Number AZC80906751 Producer Dealey, Renton &Associates Effective Date 09/10/2015 Schedule Name of Person(s) or Organization(s)Description of Operations City of Dublin Public Works Name of additional insureds,cont'd:City of Dublin and its officers,employees,agents,and volunteers Attn:Gary Huisingh 100 Civic Plaza Dublin,CA 94568-0000 If no entry appears above, information required to complete this Endorsement will be shown in the Declarations as applicable to this Endorsement.) The following is added to Part I - WHO IS AN IN- arising out of your work for that insured by or for SURED in the Business Liability Section of this policy you. 5. The person or organization shown in the Schedule is also an insured, but only with respect to liability All other terms and conditions of the policy apply. This Form must be attached to Change Endorsement when issued after the policy is written. One of the Fireman's Fund insurance Companies as named in the policy Y\A1(,\(\64 4,-c Secretary President AB9067 12-93 Contains copyrighted Material of Insurance ServicesOffice, Inc., 1984 Insured: Bellecci&Associates, Inc Policy Number: WZP81026630 Effective Date: 07/01/2015 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Name of person or organization cont'd:City of Dublin and its officers,employees,agents,and volunteers City of Dublin Public Works Attn:Gary Huisingh 100 Civic Plaza Dublin,CA 94568-0000 Countersigned by "t""'4 `'" Authorized Representative Form WC 04 03 06 1) Printed in U.S.A. Process Date: Policy Expiration Date: AMENDMENT #1 TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND BELLECI & ASSOCIATES WHEREAS, on July 1, 2014, the City of Dublin (hereinafter referred to as CITY") and BELLECI & ASSOCIATES (hereinafter referred to as "CONSULTANT") entered into a Consulting Services Agreement for Civil Design and Project Management engineering services (hereinafter referred to as the "AGREEMENT"); and WHEREAS, the existing AGREEMENT has a two-year term, expiring on June 30, 2016; and WHEREAS, the CITY and CONSULTANT now wish to amend the Agreement to extend the two-year term, amend invoicing terms and to amend conflict of interest language. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the AGREEMENT is amended as follows: 1) Section 1.1 Term of Services shall be rescinded in its entirety and replaced with the following: 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2018, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 2) Section 2.1 Invoices shall be rescinded in its entirety and replaced with the following: 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Contract shall be more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; The beginning and ending dates of the billing period; Amendment#1 To Consultant Services Agreement between City of Dublin and BELLECI &ASSOCIATES MAY2016/DPW/NCM/VERSIONI A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects, all hours must also be logged by project assignment o A brief description of the work, and each reimbursable expense A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 3) Paragraph 10.7 Conflict of Interest shall be rescinded in its entirety and replaced with the following: 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant Amendment#1 To Consultant Services Agreement between City of Dublin and BELLECI & ASSOCIATES MAY2016/DPW/NCM/VERSIONI understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. Principals and those performing work for City of Dublin may be required to submit a California Fair Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at www.fppc.ca.gov/index.php?id=500. 4) Except to the extent inconsistent with this First Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. Amendment#1 To Consultant Services Agreement between City of Dublin and BELLECI & ASSOCIATES MAY2016/DPW/NCM/VERSIONI IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the date and year first above written. CITY OF DUBLIN Dated: 60- 7 By: Chris Foss, City .nager ATTEST: By: avp • r 1 Caroline Soto, City Clerk BELLECI & ASSOCIATES 1 Dated: 6 , t 3. f (0 By: `, %(20 E - Principal in Charge Ut (• Amendment#1 To Consultant Services Agreement between City of Dublin and BELLECI & ASSOCIATES MAY2016/DPW/NCM/VERSIONI Client#:583 BELLEASSO ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 11/24/2015 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 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: Jo Lusk Dealey, Renton&Associates PHONE FAX NC,No,Es*510 465-3090 A/C.No): 510 452-2193P.0. Box 12675 ADE- MAIL RE f tusk @deals renton.comDSS: YOakland,CA 94604-2675 INSURER(S)AFFORDING COVERAGE NAIC#510 465-3090 i INSURER A:Associated Indemnity Corp. INSURED INSURER B:American Automobile Ins.Co. 21849 Bellecci &Associates, Inc INSURER C:Berkley Insurance Company 32603 2290 Diamond Blvd,Suite 100 Concord,CA 94520 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXPLTRTYPEOFINSURANCEINSRWVDPOLICYNUMBERMM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X X AZC80906751 09/10/2015 09/10/2016 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR PREMISES?Eaoacurrence) $1,000,000 MED EXP(Any one person) $1 0,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 _ POLICY X JECPRO- T LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: B AUTOMOBILE LIABILITY X X MZA80314514 09/10/2015 09/10/2016(E°e eacldeDISINGLE IMIT $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accldent $AUTOS AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE AUTOS Per accident) A X UMBRELLA LIAB X OCCUR X X AZC80906751 09/10/2015 09/10/2016 EACH OCCURRENCE $5,000,000 EXCESS LIAR CLAIMS-MADE AGGREGATE 5,000,000 DED RETENTION$ B WORKERS COMPENSATION X WZP81026630 07/01/2015 07/01/2016 X PER OTH-EREMPLOYERS'LIABILITY Y/N STATUTE ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000OFFICER/MEMBER EXCLUDED? N N/A i Mandatory In NH)EL DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Professional AEC900765700 12/04/2015 12/04/2016 $2,000,000 per claim Liability 2,000,000 annl aggr. DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) General Liability policy excludes claims arising out of the performance of professional services. RE:On-Call Consulting Services Agreements City of Dublin and its officers,employees,agents,and volunteers are named as Additional Insured's to General Liability. Insurance is Primary and Non-contributory with Severability of Interest clause.Waiver of Subrogation applies to Worker's Compensation coverage. r i CERTIFICATE HOLDER CANCELLATION City of Dublin Public Works SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn:Gary Huisingh ACCORDANCE WITH THE POLICY PROVISIONS. 100 Civic Plaza Dublin,CA 94568-0000 AUTHORIZED REPRESENTATIVE li l 1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014/01) 1 of 1 The ACORD name and logo are registered marks of ACORD • S1534965/M1534938 JXL Additional Insured - Owners, Lessees or Contractors - AB 90 67 12 93 Policy Amendment Section II Insured Bellecci&Associates,Inc Policy Number AZC80906751 Producer Dealey, Renton &Associates Effective Date 09/10/2015 Schedule Name of Person(s) or Organization(s) Description of Operations City of Dublin Public Works Name of additional insureds,cont'd:City of Dublin and its officers,employees,agents,and volunteers Attn:Gary Huisingh 100 Civic Plaza Dublin,CA 94568-0000 If no entry appears above, information required to complete this Endorsement will be shown in the Declarations as applicable to this Endorsement) The following is added to Part I - WHO IS AN IN- arising out of your work for that insured by or for SURED in the Business Liability Section of this policy you, 5. The person or organization shown in the Schedule is also an insured, but only with respect to liability All other terms and conditions of the policy apply, This ForTtt must be attached to Change Endorsement when issued after the policy is written. One of the Fireman's Fund Insurance Companies as named in the policy i\A•N ANN.QA f1. 416- pe Secretary President AB9067 12-93 Contains copyrighted Material of Insurance ServlcesOffice, Inc., 1984 Insured: Bellecci&Associates,Inc Policy Number: WZP81026630 Effective Date: 07/01/2015 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Name of person or organization cont'd:City of Dublin and its officers,employees,agents,and volunteers City of Dublin Public Works Attn:Gary Huisingh 100 Civic Plaza Dublin,CA 94568-0000 Countersigned by J —` Authorized Representative Form WC 04 03 06 1) Printed in U.S.A. Process Date: Policy Expiration Date: CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND BFS LANDSCAPE ARCHITECTS THIS AGREEMENT for consulting services is made by and between the City of Dublin City") and BFS Landscape Architects ("Consultant") as of November 18, 2015. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2018, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and BFS Landscape Architects Page 1 of 14 required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; The beginning and ending dates of the billing period; A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of.a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and BFS Landscape Architects Page 2 of 14 5 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the following fee schedule: 2.6 Reimbursable Expenses. Reimbursable expenses are specified in the Consultant's Proposal. Expenses not listed below'are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.10 Rate Adjustments. Consultant will be entitled to an annual rate adjustment upon each annual anniversary for this Agreement, the amount of said increase to be approved by the City. The base for computing the adjustment shall be the Consumer Price Index for Urban Wage Earners for the San Francisco-Oakland Bay Area published by the U.S. Department of Labor, Bureau of Labor Statistics Index) which is published for the-year ending in December. If the Index has increased over the Index for the prior year, the rates for the following year shall be established by multiplying the rates for the current year by a fraction,the numerator of which is the Renewal Index and the denominator of which is the Index for the preceding year. In no case shall the adjusted rates be less than the initial rates set forth in Exhibit B. A sample calculation is set forth below. The Public Works Director shall calculate the adjusted rate on each anniversary date of this agreement and shall provide notice to Consultant of such new rates. SAMPLE CALCULATION: (Using 1% Index increase as an example) HOURLY RATE CHARGE 150.00/hr INDEX INCREASE (Assuming 1%) 150 x .01 = 1.50 1.50/hr 151.50/hr Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and BFS Landscape Architects Page 3 of 14 City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured;whichever is greater. The additional insured coverage under the Consultant's policy shall be "primary and non-contributory" and will not seek contribution from City's insurance or self-insurance and shall be at least as broad as CG 20 01 04 12. In the event Consultant fails to maintain coverage as required by this Agreement, City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled, changed, or allowed to lapse without at least thirty (30) days' prior written notice to City of such cancellation, change, or lapse. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS 1,000,000.00) per accident. In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self- insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and BFS Landscape Architects Page 4 of 14 An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, 'and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of.Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and BFS Landscape Architects Page 5 of 14 d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c.If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and BFS Landscape Architects Page 6 of 14 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. All self-insured retentions SIR) and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City (if agreed to in a written contract or agreement) before City's own insurance or self- insurance shall be called upon to protect City as a named insured. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and BFS Landscape Architects Page 7 of 14 4.4.7 Notice of Reduction in Coveraqe. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. To the maximum extent allowed by law, Consultant shall indemnify, keep and save harmless the City, and City Councilmembers, officers, agents and employees against any and all suits, claims or actions arising out of any injury to persons or property, including death, that may occur, or that may be alleged to have occurred, in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees, subcontractors or agents. Consultant further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action, Consultant shall, at its expense, satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6. STATUS OF CONSULTANT. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and BFS Landscape Architects Page 8 of 14 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,.express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national Origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and BFS Landscape Architects Page 9 of 14 shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty (.30).days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this.Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and BFS Landscape Architects Page 10 of 14 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but hot limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices,vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3)years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and BFS Landscape Architects Page 11 of 14 Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assicins. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products.. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin.paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a"conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and BFS Landscape Architects Page 12 of 14 paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. ' 10.10 Notices. Any written notice to Consultant shall be sent to: Mike Bellinger BFS Landscape Architects 425 Pacific Street, Suite 201 Monterey, CA 93940 Any written notice to City shall be sent to: Gary Huisingh, Public Works Director City Of Dublin Public Works 100 Civic Plaza Dublin, CA 94568 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and including the compensation schedule attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY O :UB IN BFS LANDSCAPE ARCHITECTS mAik, istopher L. Foss, City Man ger Mike Bellinger ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and BFS Landscape Architects Page 13 of 14 Attest: 6149 Caroline Soto, City Clerk Approved as to Form: Joh :akker, City Attorney ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and BFS Landscape Architects Page 14 of 14 s t EXHIBIT A SCOPE OF SERVICES Landscape Design Services 1. Prepare site, landscape and irrigation plans; 2. Provide topographic site surveys for design purposes; 3. Provide property line survey to confirm existing boundaries; 4. Coordinate with Local Services to determine surface and underground utilities including identification/resolution of potential conflicts; 5. Prepare Storm Water Management Plans and include temporary and permanent BMP's to meet NPDES storm water quality requirements; 6. Review geo-technical and engineering reports; 7. Conduct community outreach and build consensus for final concept design; 8. Prepare preliminary and final design plans, specifications, details, quantity calculations and accurate estimates of costs. 9. Assist in bidding and award phase; 10. Provide construction administration services. Project Manaqement Assistance In addition, the City may decide to retain on-call services as necessary to assist with project management. It is not anticipated that all Consultants will have staff available to provide these additional services, however the City would like any firm that has this capability to identify staff members that may be able to perform the following duties: 1. Assist the City in managing small to medium-sized capital projects including the preparation of staff reports, project planning and coordination with other agencies and utilities. 2. Assist the City in managing consultant work including signing, landscaping, utility undergrounding, irrigation and lighting. 3. Assist the City in managing the construction of small to medium-sized projects including advertisement of projects, response to request for information, review of bids, award of contract, project accounting, and closeout. 4. Perform Utility Research and coordination with Utility companies. 5. Perform Base Mapping of capital projects. 6. Prepare baseline project design schedule using critical path method and update schedule as necessary. 7. Prepare application for and assist the City obtain the necessary permits and approvals from appropriate agencies. 8. Perform or manage sub-consultants in the preparation of geotechnical services required on the project including pavement structural section and other required soil characteristics for design of structures. Consulting Services Agreement between November 18, 2015 City of Dublin and BFS Landscape Architects--Exhibit A Page 1 of 1 EXHIBIT B COMPENSATION SCHEDULE 2491073.1 Consulting Services Agreement between November 18, 2015 City of Dublin and BFS Landscape Architects--Exhibit B Page 1 of 2 Compensation Rates BFSLANDSCAP.E:ARCHITECTS.: CORNERSTONEEARTH.GR;OUP .:• Principal 200 . Senior Principal Engiineeror:Geologist 230 Associate Principal 180. Principal:Engineer or Geologist: 210:: Associate :- 170 .: Senior Risk Assessor" 195 Landscape Architect: 140 . ::Senior Project Engineer_or Geologist 189 Designer 120 1 Principal:Construction Services.: 168: Assistant:Designer 95 '.: Project Engineer or Geologist • 1.58 Design/Gr •phics Intern . 40 Senior Staff.Engineer:or_Geologist: - 136 Word.Processor/Clerical 75 . Senior Supervisory Technician 136: Staff Engineer or Geologist 126 - .:- Dispatcher/Supervisory Technician 120 B:ELLECI & ASSOCIATES Technical_Illustrator/CAD Operator 100 Principal Z16: Engineering.:Technician II 99 Project Manager .180 Engineering.Technician I 89• Professional Engineer.: 1:70 Administrative Assistant 80:• Senior Engineer :154 Senior:Designer .138 Assistant•Engineer. :. . 1:28: Construction. Manager 178 Resident Engineer. 1:60 Senior PW I:nspector; 138: : PW Ins:pector 11.8 . . Professional Land:Surveyor 178 Survey:Coordinator 158 Survey Technician 1:20 Flag Person 84 :: 2-Man:Field.Survey Crew: 264 3-:Man:Field Survey Crevv: . 32:6: 1-Man Field Survey Crevv : : 1.90 :. Legal%Expert.Witness : 300: Clerical 60 BROOKWATER,:INC. : Principal in-Charge_ : 11:5:00 Project Manager : : : 105:00: : Designer : 100.00 CARD Operator 8.0:00 Clerical 6 0:00: :. Consultation 105.00:. Site Observation ' . 100:00 Water Audits 100:00: typically.75. hours per. valve) CITY OF.DUBLIN ON=CALL LANDSCAPE ARCHITECTURAL SERVICE RFQ SECTION 3: COMPENSATION RATES CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND BSK ASSOCIATES This Agreement is made and entered into between the City of Dublin ("City")and BSK Associates("Consultant")as of July 1, 2016 (the"Effective Date"). In consideration of their mutual covenants,the parties hereto agree as follows: Section 1.SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A,the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2019, and Consultant shall complete the work described in Exhibit A as assigned by Task Order prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement,as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in conformance with standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion,at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2.COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,etc.; The beginning and ending dates of the billing period; A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects, all hours must also be logged by project assignment o A brief description of the work, and each reimbursable expense A Task Summary containing the original contract amount,the amount of prior billings,the total due this period,the balance available under the Agreement,and the percentage of completion; The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours,which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received,for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not exceed 3,000). Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Document Reproduction Postage 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3.FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location,quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges,vehicles, and reproduction facilities. Section 4.INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure"occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s)and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore,the requirements for coverage and limits shall be(1)the minimum coverage and limits specified in this Agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. The additional insured coverage under the Consultant's policy shall be"primary and non-contributory"and will not seek contribution from City's insurance or self- insurance and shall be at least as broad as CG 20 01 0412. In the event Consultant fails to maintain coverage as required by this Agreement, City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled,changed, or allowed to lapse without at least thirty(30)days' prior written notice to City of such cancellation, change, or lapse. 4.1 Workers'Compensation, Consultant shall, at its sole cost and expense, maintain Statutory Workers'Compensation Insurance and Employers Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00) per accident. In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30)days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a.City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant;and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers,employees, agents,or volunteers. b.The insurance shall cover on an occurrence or an accident basis,and not on a claims-made basis. c.An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers,and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d.Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers,employees,agents, and volunteers. e.An endorsement shall state that coverage shall not be canceled except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant,at its own cost and expense,shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000) covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended,voided,canceled by either party, reduced in coverage or in limits,except after thirty(30) days'prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a.The retroactive date of the policy must be shown and must be before the date of the Agreement. b.Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c.If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise,at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d.A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement.] 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete,certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages,scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. All self-insured retentions(SIR) and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City(if agreed to in a written contract or agreement) before City's own insurance or self-insurance shall be called upon to protect City as a named insured. 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited,or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder,or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or Terminate this Agreement. Section 5.INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. To the maximum extent allowed by law, Consultant shall indemnify, keep and save harmless the City,and City Councilmembers,officers, agents and employees against any and all suits,claims or actions arising out of any injury to persons or property, including death,that may occur, or that may be alleged to have occurred, in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees,subcontractors or agents. Consultant further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action, Consultant shall, at its expense, satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by,the insurance obligations contained in this Agreement. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System PERS)to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify,defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions,which would otherwise be the responsibility of City. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6.STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City,state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit,or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied,to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7.LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits,qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status,sex,or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract,or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment,contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8.TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon 30 days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs,computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9.KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records,files, or any other documents or materials, in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices,vouchers,canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years, or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00),the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three(3)years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys'Fees. If a party to this Agreement brings any action, including an action for declaratory relief,to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void,or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a conflict of interest,"as that term is defined in the Political Reform Act,codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve(12) months, an employee, agent, appointee,or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code§1090 et.seq.,the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code§ 1090 and, if applicable, will be disqualified from holding public office in the State of California. Principals and those performing work for City of Dublin may be required to submit a California Fair Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at http://www.fppc.ca.gov/Form700.html. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting,focus group,or interview related to this Agreement,either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the City Manager("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: BSK Associates Tim Rodriguez, Principal in Charge 324 Earhart Way Livermore,CA 94551 Any written notice to City shall be sent to: The City of Dublin Attn: Gary Huisingh 100 Civic Plaza Dublin, CA 94568 10.11 Integration. This Agreement, including Exhibits A, B and C, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. IN WITNESS HEREOF,theearties have caused their authorized representatives to execute this Agreement on the I day of 1 Uwe , 2016 CITY OF I. LIN CONSULTANT istopher L. Foss, City Manager Ti '••rig ez, P /cipal i •. ge Attest: Ci/UP Caroline Soto, City Clerk Approved as to Form: OK Bakker, City Attorney EXHIBIT A SCOPE OF SERVICES Construction Inspection and Materials Testing Services Services may include construction inspection of Capital Improvement Program projects and/or improvements associated with private land development; Special Inspection (Concrete Placement, ACI or ICC, Electrical, Mechanical, Welding, Rebar, Conduit, Cables, etc.), and Public Works Inspection. Special Inspection firms shall be on the City of Dublin's Building Department's "Recognized Special Inspection & Testing Agency" list. Materials testing services may include Field and Laboratory Compaction Testing using Caltrans and ASTM methods, asphalt or concrete batch plant inspection. In addition, Consultant may be asked to perform other tasks as assigned and directed by the City Engineer. EXHIBIT B COMPENSATION SCHEDULE BSI<Associates - 2016 Schedule of Fees - a of Dublin PERSONNEL RATES TECHNICAL STAFF(Prevailing Wage) Group 4-Technician 5 89.00 Group 3-Engineering Technician 93.00 Group 2-Special Inspector 5 98.00 Group 1.-Special Inspector 5 103.00 Field Supervisor 5 125.00 Ground Penetrating Radar Scanning Technician 230,00 Core Drilling Technician 3 155.00 Floor Flatness Testing Technician 5 129.00 Sample Pickup I Transportation/Delivery 89.00 Laboratory Technician 5 89.30 Administrative Assistant Clerical 64,00 PROFESSIONAL STAFF Principal 196.00 Senior Professional 5 175.00 Project Professional iliProject Managor 5 155,00 Project Professional l 129.00 Staff Professional il 5 110,00 Staff Professional I 5 103.00 Seismic GIS 155.00 GIS Specialist 91.00 Information Specialist II 125.00 information Specialist 11 105.00 Project Administrator 5 59.00 BASIS OF CHARGES FOR FIELD TECHNICIAN SERVICES Field Work from 0 to 2 hours Bill 2 hours Field Work From 2 to 4 nours Bill 4 hours Field Work from 4 to 6 hours Bill 6 hours Field Work from 6 to 8 hours Bill 8 hours Field Work over 3 hours/Saturdays Bill time and a half Sundays.hci(days and over 12 hours Bill doubie time Swing shift(4:0Cpm to Midnight) Add 515.00 par hour Graveyard Shift Add 520.00 per hour Snow-up time no work performed) Bill 2 hours Sampling or cylinder!Pickup,minimum charge Bill 2 hours EQUIPMENT REIMBURSABLES Mileage(Portni to Portal) Included Per Diem as required) slot Applicable Nuclear Gauge(Day) 32.00 Ultrasonic Weld Equipment IDay) 5 52.00 Subconsultant Services Cost Protect Administration Fees 7%of Invoice Page 1 of 6 BSI( BSK Associates - 2016 Scheduie of Fees - City of Dublin MATERIALS LABORATORY TESTS SOILS Moisture Density Curves Standard Proctor,4"(ASTNI/AASHT0)210.00 Modified Proctor,4"Mold(ASTM/AASHTC, 210.00 Modified Procter,6"mold(ASTM 01557) 725.00 Caltrans Maximum Wet Density(CT 216) 190.00 Check Point 120.00 Particle Size Analysis Sieve Analysis w;Wash(ASTM 0422) 150.00 Minus 42C0 Wash,Sail(ASTM 91140)5 75.00 Hydrometer Analysis(ASTM 0422) 200.00 Double Hydrometer(ASTM 94221) 275.00 Specific Gravity of Soil CASTM D854) 5 140.00 Visual Classification(ASTM 02408) 40.00 Sand Equivalent(ASTM 02419) 110.00 Organics in Soil(ASTM 02974) 120.00 Atterberg Limits Plasticity Index(ASTM 04318) S 195.00 Shrinkage Limits of Sails(ASTM 0427)5 180.00 Moisture Density Test Tube Density 5 45.00 Moisture Content of Soils(ASTM 92216) 40.00 Swell rests Expansion index of Soils(U13C.No.29) 210.00 Shear Tests Direct Shear,Undisturbed(ASTM D3080) 5 195.0C Direct Shear.Remolded(ASTM 03080) S 230.00 Triaxial Compression Testing QUOTE Consolidation Tests Consolidation(ASTM 02435)370.00 Consolidation,Extra Points(ASTM 02435) 50.G0 Collopse Potential of Soils(ASTM 02435) 180.00 Remolded Consolidation)ASTM D2435) S 315.00 One-Dirnen of Soil;ASTM D4546) 5 115.00 Unconfined Compression Unconfined Cornpress-(on(ASTM 02166) 5 115.00 Page 2 of 6 BSK BSK Associates - 2016 Schedule of Fees - City of Dublin TERi4LS LABORATORY itst.) R"Value Determination R,Value of Soils(CT 301) 350.0C R-Value of Treated Pylaterials(CT 301)) 390 00 California Searing Ratio(CSR) CSR at 100%(ASTM 01383 or AAShTO T-180) 450.00 CSR at 95%(ASTM 01583 or AASHTO T-130) 880 CO Permeability Tests Rigid Wall Permeability(ASTM 02434) 250.00 Fiexible Wall Permeability(AS7M 05084) 390.00 Remolded Plexwall Perm(ASTM 05084)495.00 Soil Corrosivity Tests Minimum Resistivity of Soils(CT 643) 125.00 pH 5 60.00 Solubie Sulfate,Chloride and Sulfide 115.00 Oxidation Reduction of Soil 50 00 Soil Cement Tests Freeze Thaw Abrasion(ASTM D560) 5 555.00 Wetting-Drying Abrasion(ASTM 0559) 5 530.00 reparation of Freeze-Thaw or Wetting-Drying Tests 665.00 Soil Cement Compression(ASTM 01633) 21$.00 Cement Content Soil Cement(ASTM C1084) 5 215.00 Other Sample Preparation 60.00 Crumb Test Disperstion(A.Srm 06572) 70.00 Pinhole Dispersion Test IASTMI 225.00 Sand Density Calibration(ASTM 01566)70.00 GALVANIZED COATINGS Wt.of Galvanized Coating(ASTM A 90) 85.00 WOOD PRODUCTS Lumber Specific Gravity and Shrinkage(ASTM 0143) S 100.00 Moisture Content,Oven Dry(ASTM 02016,Method A) 43.00 Moisture Content,Meter(ASTM 02016,Method 3) S 30.00 Plywood Plywood Glue Shear Test(ASTM 0805, QUOTE Moisture Absorption of?'ywood)AST%)0805) 70.00 Page 3 of 5 BSK. SSK Associates - 2016 Schedule of Fees - City of Dublin TIMMS LABORATORY TESTS Glue-Laminated Timbers Finger Inint Tension Test(AITC Test 106) 50.00 Bending Test for End loints',Alit Test 105) S 50 00 Adhesive Spread Measurment(AITC Test 102) 50.00 Moisture,Content and Specific Gravity(AITC Test 111) 5 70,00 AGGREGATES Sieve Analysis Coarse or Fine(ASTM C136) 5 75.0(,J Sieve Artaiysis'NJ Fineness Medulus 80.00 Minus 200 Wash,Aggregates)ASTM 0117) 5 75 00 Specific Gravity/Absorption(ASTM 0127) 140.00 Specific Gravity/Absorption(ASTM C128) S 140 00 Organic impurities(ASTM 04-0) 75,00 Lumps/Friable Particles(ASTM 0142)S 75.00 Flat and Elongated(ASTM 04791) 110.00 Moisture Content(ASTM 02216) S 40 CO Aggregate Nt.,pcf Compacted(ASTM 029) 70 00 Aggregate Wt.,oct Loose(ASTM C29) 60.00 Abrasion by LA Rattler,Small Size)ASTM C131) 5 210.00 Abrasion by LA Rattler,Large Size(ASTM 0131) 250.00 Sodium Sulfate Soundness,Per Sieve(ASTM 088) 95.00 Sodium Sulfate Soundness,Min.Charge(,ASTM 088) S 310.30 Relative Mortar Strength of Sand(ASTM C87) 5 380.00 Sand Equivalent(ASTM 02419 CR CT 217-I) no.00 Durability Index(CT 229) 225 JO Potential Reactivity of Aggregates QUOTE Cleanness Value of Aggregate(Cl 227) 5 160.00 Hydrometer)ASTM 0422 OR CT 205-01 200.00 PS Crushed particles(CT 205) S 145 00 Lightweight Pieces(ASTM 123)5 195.00 REINFORCING STEEL Tensile&Bend of Rebar.#3-48 5 130 00 Tensile Si Bend of Rebar,49-411 130.00 Bend Test of Rebar 50.00 Slip and'ensile Rebar Couplers(CT 670) 5 190.00 Tension Test of Welded Wire Fabric QUOTE Bend est of Welded Wire Fabric QUOTE Weld Shear Test,Welded Wire Fabric QUOTE PT Cable Tensile and Elongation)ASTM A416 or A421) 250 00 91 c3bie.Drer.,17-at!ao QUOTE CALIBRATION Torque Wrench S 155.0C Hydraulic lack S 1$0.00 Pag2 4 of 5 13S1K 65K Associates - 2016 Schedule of Fees - City of Dublin MATERIALS LABORATORY TESTS HOT MIX ASPHALT Mix Design,FIVEEM 2,750.00 Mix Design,Marshall 5 3,250 00 AC Content by Centrifuge(ASTM 02572) 250.00 AC Ash Correction(ASTM 02172) 250.00 AC Content-Ignition ASTM D6307 or 01382 200.00 Moisture Content of Asphalt(CT 370) 60.00 Gradation/Extraction Aggregate(ASTM 05444) 120.00 Film Stripping 80.00 Staoilometer Value(CT 366) 350.00 AC Core Specific Gravity(ASTM 02726)50 00 AC Max Density Rice Method(ASTM D20.11) 225.00 Moisture Vapor Susceptibility(CT 307) 5 180.00 AC Surface Abrasion(CT 360) 440.00 index Retained Strength(ASTM 01074-D1075) 400.00 AC('Ivem Maximum Density(CT 375) 400.00 Marshall Stability and Flow(ASTM 06927) 5 225.00 Calculated AC Maximum Density(CT 367) 3 85.00 Marshall Maximum Density,50 Blows(ASTM 06926) 255.00 Examination of AC Cores 30.00 Thickness Determination of AC Cores 5 20 00 AC Tensile-Strength Premixed ASTM 04867 575.00 AC Tensile-Strength Lab Mixed ASTM 04367 675.00 MASONRY Concrete Masonry Units Testing(ASTM C90) Compression Test Pavers,Single 70.00 Compression Test Composit CMI;Prism S 145.00 Specific Gravity and Unit Weight 3 100.00 Moisture Content 50.00 Compression Test,Masonry Units(ASTM 0140)90.00 Acsorption/Moisture Content(ASTM C140) 90.00 Llnear Shrinkage(ASTM C426)365.00 Masonry Core Shear Test(Title 24) 95.00 Masonry Core Compression/Shear Test(Trip 24) 5 155.00 Compression Test Brick,Each(ASTM C57) 70.00 Absorption/Unit Wt.of Brick(ASTM C6') 70.00 Compression Test Grout(Set of 3 or 4) 5 1.05.00 Compression Test Mortar(Set of 3 or 4) 100.00 FIREPROOFING Cohesion/Adhesion Fireproofing Materials 110 00 Dry Density Fireproofing(ASTM EGOS) 80.00 Page 5 of 6 BSI( BSK Associates - 2016 Schedule of Fees - City of Dublin ATERIALS IABOIL4TORY TESTS CONCRETE Cement Content Concrete(ASTM 01084) 333.00 Chemical Test(ASTM 0150) QUOTE Set Tines Cement-Vicat Needle(ASTM C1921 275.00 Specific Gravity of Hydraulic Cement(ASTM 0191) 135.00 Lineal Shrinkage Set of 3(ASTM 0157) 350.00 Compression Test of Concrete-1(ASTM C391 30.00 Compression Test of Concrete-4(ASTM C39) 120.00 Compression Test of Core(ASTM C42) 55.00 Preparation of Specimens,Sawing 60.00 Compressive Strength of Shotcrete Panel 280.00 Proportion of Cement in Concrete l,-\STM 085) 325.00 Flexural Test Per Beam(AS-FM C78) 5 80 00 Splitting Tensile Strength of Concrete(ASTM C496) 80.00 Unit Weight Lt Wt Concrete(ASTM C567) 5 50.00 AZ"Test-Reinforced Concrete Pipe"Life Factor"70.00 9?t Core Measurements,taco(ASTM C174) 30.00 Compressive Strength of Gunite 5 55.00 Concrete Trial Batches QUOTE Unit Weight 8,Abs Concrete(ASTM 0642) 110.00 Accelerated Curing of Concrete(ASTM C584) 225.00 Cylinder Molds(each) 6.00 Storage of Concrete Cylinders for mot e than 45 Days 5 55.00 RH Probe 55.00 Caicium Chloride Kit 35.00 Mixing Water(pH.elec,conductance,thioride,sulfate) 85.00 Cnntact Soil(pH,elec.conductance,chloride,sulfate) 105.00 WELDING AND STRUCTURAL STEEL Welder Qualification Testing Welder,'Procedure Welder Qualification Testing QUOTE Face Bend of Steel 50.00 Root Bend of Weld Coupon 50.00 Side Bend or Weld Coupon 50.00 Tensile Test of Steel Coupon 70.0C Bend Test of Steel Coupon 60.00 Machining Charges(Per Coupon) QUOTE Brinell Hardness of Steel(ASTM 110) 83.00 Rockwell Hardness of Steel(ASTM 118) 85.00 Bolt Ultimate Load 5 125,00 Bolt Hardness(set of 3) 5 85.00 Nut Hardness(set of 3)5 35.00 Washer Hardness(set of 3 5 85.00 Proof Loading,bolt or nut 5 :25.00 Page 6 of 6 BSI( REIMBURSABLES AND RATE INCREASES: Rates are all-inclusive of overhead, equipment, travel within the San Francisco Metropolitan Bay Area, office supplies, etc. Reimbursable items, if any, are invoiced at cost to our Clients. Rates are good through December 31, 2017. Consultant may submit a new rate schedule which shall not exceed 3%, and shall be based on the San Francisco Bay Area Consumer Price Index CPI for that period of time and this shall be submitted to the Public Works Director, or their designee, prior to taking effect. Remit Invoice to: City of Dublin Public Works Department 100 Civic Plaza Dublin, CA 94568 Pursuant to California Labor Code section 1771.1, Consultant shall be registered with the Department of Industrial Relations. Prevailing Wage Pursuant to California Labor Code Section 1771, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in the California Labor Code must be paid to all workers engaged in performing the Work. Pursuant to California Labor Code Section 1770 and following, the Director of Industrial Relations has determined the general prevailing wage per diem rates for the locality in which the Work is to be performed. Pursuant to California Labor Code Section 1773, the City has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in the locality in which the Work is to be performed for each craft, classification or type of worker needed to perform the project. Pursuant to California Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at the City Public Works Department and will be made available on request. Throughout the performance of the Work the Contractor must comply with all provisions of the Contract Documents and all applicable laws and regulations that apply to wages earned in performance of the Work. The Contractor is subject to prevailing wage rate compliance monitoring and enforcement by the California Department of Industrial Relations. The contractor or subcontractor(s) shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to California Labor Code Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to California Labor Code Section 1725.5 at the time the contract is awarded. EXHIBIT C Public Contract Code PRIME PROPOSER AND SUBCONSULTANTS MUST SUBMIT A SIGNED PUBLIC CONTRACT CODE STATEMENT*** Public Contract Code Section 10285.1 Statement In accordance with Public Contract Code Section 10285.1(Chapter 376,Stats.1985),the proposer hereby declares under penalty of perjury under the laws of the State of California that the proposer has ,has not X (mark one been convicted within the preceding three years of any offenses referred to in that section,including any charge of fraud, bribery,collusion,conspiracy,or any other act in violation of any state or Federal antitrust law in connection with the bidding upon,award of,or performance of,any public works contract,as defined in Public Contract Code Section 1101,with any public entity,as defined in Public Contract Code Section 1100,including the Regents of the University of California or the Trustees of the California State University.The term"proposer"is understood to include any partner,member,officer,director, responsible managing officer,or responsible managing employee thereof,as referred to in Section 10285.1. Note: The proposer must place a check mark after"has"or"has not"in one of the blank spaces provided.The above Statement is part of the Proposal.Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement.Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. Public Contract Code Section 10162 Questionnaire In accordance with Public Contract Code Section 10162,the Proposer shall complete,under penalty of perjury,the following questionnaire: Has the proposer,any officer of the proposer,or any employee of the proposer who has a proprietary interest in the proposer, ever been disqualified,removed,or otherwise prevented from bidding on,or completing a federal,state,or local government project because of a violation of law or a safety regulation? Yes No X If the answer is yes,explain the circumstances in the following space. Public Contract Code 10232 Statement In accordance with Public Contract Code Section 10232,the PROPOSER, hereby states under penalty of perjury,that no more than one final unappealable finding of contempt of court by a federal court has been issued against the PROPOSER within the immediately preceding two year period because of the PROPOSER's failure to comply with an order of a federal court which orders the PROPOSER to comply with an order of the National Labor Relations Board. Note: The above Statement and Questionnaire are part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement and Questionnaire. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. By my signature on this proposal I certify, under penalty of perjury under the laws of the State of California, that the foregoing questionnaire and statements of the Public Contract Code Sections 10162, 10232 and 10285.1 are true and correct and that the proposer has complied with the requirements of Section 8103 of the Fair Employment and Housing Commission Regulations (Chapter 5, Title 2 of the California Administrative Code.) By my signature on this proposal I further certify, under penalty of perjury under the laws of the State of California and the United States of America, that the Noncollusion Affidavit required under Title 23 United States Code, Section 112 and Public Contract Code Section 7106; and the Title 49 Code of Federal Regulations, Part 29 Debarment and Suspension Certification are true and correct. May 18, 2016 DATE ACisTi 11'Y!/;•D ) ui r) Tim Rodriguez, Livermore Branch Manager NiAME ANI)T[LLE) BSK Associates COMPANY NAME) 324 Earhart Way, Livermore, CA 94551 COMPANY ADDkI:SS) CCP RCP CERTIFICATE OF LIABILITY INSURANCE 06/15/201606/15/2016 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 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: Marsh Sponsored Programs PHONE 8O0 338 1391 jFAX d.A/C,No,Ext) A/C,No):888-621-3173 a division of Marsh USA, Inc- E-MAIL PO Box 14404 ADDRESS:acecclientrequest @marsh.com Des Moines IA 50306 INSURER(S)AFFORDING COVERAGE NAICS INSURER A:Hartford Fire Insurance Company 19682 INSURED 3SK Associates INSURER B:Hartford Casualty Insurance Company 29424 INSURERC-Prop. Casualty Insurance Co.-Hartford 34690 550 W. Locust Fresno, CA 93650 INSURER D: INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUER POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER MM/DD/YYYY) (MMIDDIYYYY) LIMITS A GENERAL LIABILITY Y 84UUGZ04370 05/01/2016 05/01/2017 EACH OCCURRENCE 151,000,000 Prof. Liab. Excl. DAMAGE TORENTED ! e) 5 000,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) 510,000 PERSONAL&ADV INJURY 51,000,000 GENERAL AGGREGATE 52,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OPAGG 02,000,000 POLICY X PRC-JECT LOC 5 A AUTOMOBILE LIABILITY Y 84UEGVV3975 05/01/20'"16 05/01/2017 COMBINED SINGLE LIMIT Eaaccldent S'_,000,000 X ANY ALTO BODILY INJURY(Per person) 5 ALL OWNED SCHEDULED ALTOS AUTOS BODILY INJURY(Per accident) 5 NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS Per accident) I S 3 X UMBRELLA LIAR X OCCUR I84XHGYH1355 EACH OCCURRENCE S5,000,000OS/Ol/2016 05/01/2017 EXCESS LIAR CLAIMS-MADE AGGREGATE S5,000,000 DEG X I RETENTIONS 10,000 C WORKERS COMPENSATION 84WEGTD5779 05/01/2016 05/01/2017 X WCSTATU- ICTF--i AND EMPLOYERS LIABILITY Y I N TORY LIMITS ER ANY PROPRIEfOR/PARTNER/EXECUTIVE N 1 A I E.L.EACH ACCIDENT 0 ,000,000 OFFICER/MEMBER EXCLUDED` Mandatory in NH)E.L.DISEASE-EA EMPLOYEE 51,000,000 If yes.Describe under DESCRIPTION OF OPERATIONS below EL.DISEASE-POLICY LIMIT S1,000,000 HCPD 84UEGVV3975 25/0=/2016 05/01/2017 $35,000 Max. Comp. Ded-$500 Coll. Ded-$500 DESCRIPTION OF OPERATIONS/LOCATIONS)VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) Re: On-call Consulting Services Agreeent Geotechnical and Geologic Engineering Services July 1, 2016 through June 30, 219 The City of Dublin and its officers, employees, agents, and volunteers are named as additional insured on the above referenced policies on a primary and noncontributory basis when required by written contractt. 30 days notice of cancellation will be given to cart holder per policy endorsement. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. The City of Dublin Attn: Gary Huisingh AUTHORIZED REPRESENTATIVE CO in C Plaza Dublin,Dublin,, CA 94568 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05)The ACORD name and logo are registered marks of ACORD Terra Insurance Company A Risk Retention Group) ppr Two Fifer Avenue, Suite 100 INSURANCE COMPANYCorteMadera, CA 94925 CERTIFICATE OF INSURANCE DATE 06/14/16 NAME AND ADDRESS OF INSURED BSK Associates 550 W. Locust Ave. Fresno, CA 93650 This certifies that the "claims made" insurance policy(described below by policy number)written on forms in use by the Company has been issued. This certificate is not a policy or a binder of insurance and is issued as a matter of information only,and confers no rights upon the certificate holder. This certificate does not alter, amend or extend the coverage afforded by this policy. The policy of insurance listed below has 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 policy described herein is subject to all the terms, exclusions and conditions of such policy. Aggregate limits shown may have been reduced by paid claims. TYPE OF INSURANCE Professional/Environmental Liability POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE 216006 01/01/16 12/31/16 LIMITS OF LIABILITY 1,000,000 EACH CLAIM 1,000,000 ANNUAL AGGREGATE PROJECT DESCRIPTION The City of Dublin- On-Call Consulting Services Agreement Geotechnical Engineering and Geologic Services Retro Date PL: Full Prior Acts EL: 1/1/87 CANCELLATION: If the described policy is cancelled by the Company before its expiration date, the Company will mail written notice to the certificate holder thirty (30) days in advance, or ten 10) days in advance for non-payment of premium. If the described policy is cancelled by the insured before its expiration date, the Company will mail written notice to the certificate holder within thirty (30)days of the notice to the Company from the insured. CERTIFICATE HOLDER ISSUING COMPANY: The City of Dublin Attn: Gary Huisingh 100 Civic Plaza Dublin, CA 94568 ii aa4i(r- President Terra Insurance Company A Risk Retention Group) CONDITIONS e-R ,9 s c i c/e5 A. YOUR duties in the event of a CLAIM 1. Reporting Requirement a. YOU will give US immediate written notice of any CLAIM. b. Such notice will contain all known details of the CLAIM, including but not limited to: i. the date, location and circumstances; ii. the names of all parties who assert DAMAGES, and iii. a description of the nature and scope of those DAMAGES. Compliance with the Reporting Requirement is a condition precedent to coverage under this policy. 2. Cooperation a. YOU will cooperate with US. Upon OUR request, YOU will provide all information, records and documents required by Us or OUR representatives for the investigation and defense of any CLAIM. YOU will attend meetings, hearings, depositions and trials and provide assistance when requested for the purpose of investigation, defense or settlement. You will enforce any right of contribution or indemnity against any person or organization who may be liable to YOU with respect to any CLAIM for which insurance is afforded under this policy. If YOU do not pursue any such right of contribution or indemnity, YOU hereby assign to US all such rights of contribution or indemnity. All of the above will be provided without charge to US. The expense to YOU of the foregoing cooperation and assistance is not recoverable under this policy, and it is not chargeable to the deductible. b. When YOU should reasonably suspect that circumstances may give rise to a CLAIM under this policy, YOU will take promptly, at YOUR own expense, all reasonable steps to prevent and/or Page 11 Ed.01/16 Terra Insurance Company A Risk Retention Group) CONDITIONS minimize additional DAMAGES. Such expense to YOU will not be covered by this policy or chargeable to the deductible. c. YOU will not, except at YOUR own cost, voluntarily make any payment, assume any obligation or incur any expense. Any such assumed obligation, costs or volunteered payments will not be recoverable under this policy or chargeable to the deductible. Failure to comply with YOUR obligations under this cooperation provision will preclude coverage under this policy. B. Arbitration and Mediation If YOU enter into any contract, clause or agreement in which arbitration or mediation is to be the sole and exclusive or primary remedy for any dispute arising out of YOUR performance, WE are entitled to either consent to or exercise all of YOUR rights in the choice of arbitrators or mediators and in the conduct of any arbitration or mediation proceedings brought by others against YOU. C. Other Insurance This insurance shall be excess insurance over the deductible and any other valid and collectible insurance available to YOu whether such insurance is stated to be primary, project specific, contributory, excess, contingent or otherwise, unless such other insurance specifically applies as excess insurance over the Limit of Liability set forth in the GENERAL DECLARATIONS, Item 6. No coverage is afforded for any CLAIM first made and reported to Us during any extended reporting period hereunder if there is any other insurance in effect for the CLAIM. When the insurance under this policy is excess, WE will not defend any CLAIM that any other insurer has a duty to defend. If no other insurer defends, WE will undertake to do so, but WE will be entitled to YOUR rights against all other insurers. Page 12 Ed. 01/16 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND BSK ASSOCIATES This Agreement is made and entered into between the City of Dublin("City")and BSK Associates("Consultant")as of July 1, 2016(the"Effective Date"). In consideration of their mutual covenants,the parties hereto agree as follows: Section 1.SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2019, and Consultant shall complete the work described in Exhibit A as assigned by Task Order prior to that date, unless the term of the Agreement is otherwise terminated or extended,as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement,as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in conformance with standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion,at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2.COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation,the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently,the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,etc.; The beginning and ending dates of the billing period; A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects, all hours must also be logged by project assignment o A brief description of the work, and each reimbursable expense A Task Summary containing the original contract amount,the amount of prior billings,the total due this period,the balance available under the Agreement, and the percentage of completion; The total number of hours of work performed under the Agreement by Consultant and each employee, agent,and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours,which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received,for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra,further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not exceed 3,000). Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Document Reproduction Postage 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8,the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3.FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall fumish physical facilities such as desks,filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location,quantity,and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges,vehicles,and reproduction facilities. Section 4.INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure"occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees,and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s)and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore,the requirements for coverage and limits shall be(1)the minimum coverage and limits specified in this Agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured;whichever is greater. The additional insured coverage under the Consultant's policy shall be"primary and non-contributory"and will not seek contribution from City's insurance or self- insurance and shall be at least as broad as CG 20 01 04 12. In the event Consultant fails to maintain coverage as required by this Agreement, City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled, changed,or allowed to lapse without at least thirty(30)days' prior written notice to City of such cancellation, change,or lapse. 4.1 Workers'Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers'Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00) per accident. In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided,or the Consultant, if a program of self- insurance is provided,shall waive all rights of subrogation against the City and its officers,officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30)days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a.City and its officers,employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers,employees, agents,or volunteers. b.The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c.An endorsement must state that coverage is primary insurance with respect to the City and its officers,officials,employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d.Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers,employees, agents, and volunteers. e.An endorsement shall state that coverage shall not be canceled except after thirty(30)days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant,at its own cost and expense,shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS 1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided,canceled by either party, reduced in coverage or in limits,except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a.The retroactive date of the policy must be shown and must be before the date of the Agreement. b.Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c.If coverage is canceled or not renewed and it is not replaced with another claims- made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d.A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests'rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete,certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available,or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. All self-insured retentions(SIR)and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City(if agreed to in a written contract or agreement)before City's own insurance or self-insurance shall be called upon to protect City as a named insured. 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited,or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies,which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder,or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or Terminate this Agreement. Section 5.INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. To the maximum extent allowed by law, Consultant shall indemnify, keep and save harmless the City, and City Councilmembers, officers, agents and employees against any and all suits,claims or actions arising out of any injury to persons or property, including death,that may occur,or that may be alleged to have occurred, in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees,subcontractors or agents. Consultant further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action, Consultant shall, at its expense, satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by,the insurance obligations contained in this Agreement. In the event that Consultant or any employee, agent,or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System PERS)to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify,defend,and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents,or subcontractors, as well as for the payment of any penalties and interest on such contributions,which would otherwise be the responsibility of City. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6.STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City,state,or federal policy, rule, regulation, law,or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit,or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7.LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits,qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex,or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract,or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal,state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment,contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8.TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon 30 days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software,video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications,drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9.KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files,or any other documents or materials, in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers,canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years,or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00),the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three(3)years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys'Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a conflict of interest,"as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve(12) months, an employee, agent, appointee,or official of the City. If Consultant was an employee, agent, appointee,or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code§1090 et.seq.,the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code§ 1090 and, if applicable,will be disqualified from holding public office in the State of California. Principals and those performing work for City of Dublin may be required to submit a California Fair Political Practices Commission(FPPC) Form 700: Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at http://www.fppc.ca.gov/Form700.html. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group,or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the City Manager("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: BSK Associates Christiano Melo, Project Manager 324 Earhart Way Livermore,CA 94551 Any written notice to City shall be sent to: The City of Dublin Attn: Gary Huisingh 100 Civic Plaza Dublin,CA 94568 10.11 Integration. This Agreement, including Exhibits A, B, and C, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. IN WITNESS HEREOF, the parties have caused their authorized representatives to execute this Agreement on the 1st day of July, 2016. CITY OF DUBLIN CONSULTANT Pctopher L. Foss, City . ager 1111 °, -.- IY I ge C•L-6.4.1 ( f.1tnt 'l 19G 1 V Attest: at4 Z. f4r/ir Caroline Soto, City Clerk Approved as to Form: J Bakker, City Attorney EXHIBIT A SCOPE OF SERVICES Services may include geotechnical peer review of soils and geologic reports for private land development projects and Capital Improvement Program projects, testing and field observations, attendance at meetings as required. Geologic and/or geotechnical engineering technical peer reviews of development projects to be reviewed may include, but are not limited to: preparation of geotechnical and geologic reports, slope stability calculations, grading plans and proposed remedial grading plans, site improvement plans, retaining wall plans and calculations, creek stabilization plans, Storm Water Pollution Prevention Plans (SWPPP), Geologic Hazard Abatement District(GHAD) proposals and plans of control, interim grading reports and record drawings, geologic and/or geotechnical engineering observations during remedial grading, field inspections, project coordination and meetings with City Staff and developer's consultants. Geotechnical engineering services for a variety of Public Works projects, Capital Improvement Program projects and/or maintenance projects including roads, drainage, and other public facilities, and other tasks associated with Public Works infrastructure design, construction, and/or operation as assigned and directed by the City Engineer. EXHIBIT B COMPENSATION SCHEDULE Consultant shall invoice City according to the rate schedule attached as Exhibit C to this Agreement. REIMBURSABLES AND RATE INCREASES: Rates are all-inclusive of overhead, equipment, travel within the San Francisco Metropolitan Bay Area, office supplies, etc. Reimbursable items, if any, are invoiced at cost to our Clients. Rates are good through December 31, 2017. Consultant may submit a new rate schedule which shall not exceed 3%, and shall be based on the San Francisco Bay Area Consumer Price Index CPI for that period of time and this shall be submitted to the Public Works Director, or their designee, prior to taking effect. Remit Invoice to: City of Dublin Public Works Department 100 Civic Plaza Dublin, CA 94568 Exhibit C BSy Associates - 20 Schedule of Fees - City of' ffiddiVNEL RATES TECHNICAL STAFF(Prevailing Wage) Group 4 -Technician 89.00 Group 3 - Engineering Technician 93.00 Group 2 -Special Inspector 98.00 Group 1 -Special Inspector 103.00 Field Supervisor 125.00 Ground Penetrating Radar Scanning Technician 230.00 Core Drilling Technician 155.00 Floor Flatness Testing Technician 129.00 Sample Pickup/Transportation/Delivery 89.00 Laboratory Technician 89.00 Administrative Assistant/Clerical 64.00 PROFESSIONAL STAFF Principal 196.00 Senior Professional 175.00 Project Professional II/Project Manager 155.00 Project Professional I 129,00 Staff Professional II 110.00 Staff Professional I 103.00 Seismic GIS 155.00 GIS Specialist 91.00 Information Specialist II 125.00 Information Specialist II 105.00 Project Administrator 69.00 BASIS OF CHARGES FOR FIELD TECHNICIAN SERVICES Field Work from 0 to 2 hours Bill 2 hours Field Work from 2 to 4 hours Bill 4 hours Field Work from 4 to 6 hours Bill 6 hours Field Work from 6 to 8 hours Bill 8 hours Field Work over 8 hours/Saturdays Bill time and a half Sundays, holidays and over 12 hours Bill double time Swing shift(4:00pm to Midnight) Add $15.00 per hour Graveyard Shift Add $20.00 per hour Show-up time (no work performed) Bill 2 hours Sampling or cylinder pickup, minimum charge Bill 2 hours EQUIPMENT/REIMBURSABLES Mileage (Portal to Portal) Included Per Diem (as required)Not Applicable Nuclear Gauge (Day) 52.00 Ultrasonic Weld Equipment(Day) 52.00 Subconsultant Services Cost+ 15% Project Administration Fees 7%of Invoice Page 1 of 6 BSI . BSK Associates ° 2016 Schedule of Fees._.. .City of Dublin l TE . oa TESTS SOILS Moisture Density Curves Standard Proctor,4" (ASTM/AASHTO) 210.00 Modified Proctor,4" Mold (ASTM/AASHTO) 210.00 Modified Proctor, 6" mold (ASTM D1557) 225.00 Caltrans Maximum Wet Density(CT 216) 190.00 Check Point 120.00 Particle Size Analysis Sieve Analysis WI Wash (ASTM D422) 150.00 Minus#200 Wash,Soil (ASTM D1140)75.00 Hydrometer Analysis(ASTM D422) 200.00 Double Hydrometer(ASTM D4221) 275.00 Specific Gravity of Soil (ASTM D854) 140.00 Visual Classification (ASTM D2488) 40.00 Sand Equivalent(ASTM D2419)110.00 Organics in Soil (ASTM D2974) 120.00 Atterberg Limits Plasticity Index(ASTM D4318) 195.00 Shrinkage Limits of Soils(ASTM D427)180.00 Moisture Density Test Tube Density 45.00 Moisture Content of Soils(ASTM D2216) 40.00 Swell Tests Expansion Index of Soils (UBC No. 29) 210.00 Shear Tests Direct Shear, Undisturbed(ASTM D3080) 195.00 Direct Shear, Remolded (ASTM D3080) 230.00 Triaxial Compression Testing QUOTE Consolidation Tests Consolidation (ASTM D2435) 370.00 Consolidation , Extra Points (ASTM D2435) 50.00 Collapse Potential of Soils(ASTM D2435) 180.00 Remolded Consolidation (ASTM D2435) 315.00 One-Dimen Swell of Soil (ASTM D4546) 115.00 Unconfined Compression Unconfined Compression (ASTM D2166) 115.00 Page 2 of 6 BSK BSK Associates X2016 Schedule of Fees . City_ofof Dublin lWATERIALSUISCMATORY TESTS R"Value Determination R-Value of Soils (CT 301) 350.00 R-Value of Treated Materials(CT 301))390.00 California Bearing Ratio(CBR) CBR at 100%(ASTM D1883 or AASHTO T-180) 450.00 CBR at 95%(ASTM 01883 or AASHTO T-180) 880.00 Permeability Tests Rigid Wall Permeability(ASTM D2434)250.00 Flexible Wall Permeability(ASTM D5084) 390.00 Remolded Flexwall Perm (ASTM D5084) 495.00 Soil Corrosivity Tests Minimum Resistivity of Soils(CT 643) 125.00 pH 60.00 Soluble Sulfate, Chloride and Sulfide 115.00 Oxidation Reduction of Soil 50.00 Soil Cement Tests Freeze Thaw Abrasion (ASTM 0560) 555.00 Wetting-Drying Abrasion (ASTM 0559) 530.00 Preparation of Freeze-Thaw or Wetting-Drying Tests 665.00 Soil Cement Compression (ASTM D1633) 215.00 Cement Content Soil Cement(ASTM C1084) 215.00 Other Sample Preparation 60.00 Crumb Test Disperstion(ASTM D6572) 70.00 Pinhole Dispersion Test(ASTM)225.00 Sand Density Calibration (ASTM D1566) 70.00 GALVANIZED COATINGS Wt. of Galvanized Coating(ASTM A 90) 85.00 WOOD PRODUCTS Lumber Specific Gravity and Shrinkage (ASTM 0143) 100.00 Moisture Content, Oven Dry(ASTM D2016, Method A) 45.00 Moisture Content, Meter(ASTM 02016, Method B)30.00 Plywood Plywood Glue Shear Test (ASTM D805) QUOTE Moisture Absorption of Plywood (ASTM D805) 70.00 Page 3of6 BSK B K Associates - 2016 Schedule of Fe _. achy of Dublin in,4KME$LARA Glue-Laminated Timbers Finger Joint Tension Test (AITC Test 106) 50.00 Bending Test for End Joints(AITC Test 105) 50.00 Adhesive Spread Measurment(AITC Test 102) 50.00 Moisture Content and Specific Gravity(AITC Test 111) 70.00 AGGREGATES Sieve Analysis Coarse or Fine (ASTM C136) 75.00 Sieve Analysis w/Fineness Modulus 80.00 Minus 200 Wash, Aggregates(ASTM C117) 75.00 Specific Gravity/Absorption (ASTM C127) 140.00 Specific Gravity/Absorption (ASTM C128) 140.00 Organic Impurities (ASTM C40) 75.00 Lumps/Friable Particles (ASTM C142) 75.00 Flat and Elongated (ASTM D4791) 110.00 Moisture Content(ASTM D2216) 40.00 Aggregate Wt., pcf Compacted (ASTM C29) 70,00 Aggregate Wt., pcf Loose (ASTM C29) 60.00 Abrasion by LA Rattler, Small Size (ASTM C131) 210.00 Abrasion by LA Rattler, Large Size (ASTM C131) 250.00 Sodium Sulfate Soundness, Per Sieve(ASTM C88) 95.00 Sodium Sulfate Soundness, Min. Charge (ASTM C88) 310.00 Relative Mortar Strength of Sand (ASTM C87) 380.00 Sand Equivalent(ASTM D2419 OR CT 217-I) 110.00 Durability Index(CT 229)225.00 Potential Reactivity of Aggregates QUOTE Cleanness Value of Aggregate(CT 227) 160.00 Hydrometer(ASTM D422 OR CT 205-E) 200.00 Crushed particles (CT 205) 145.00 Lightweight Pieces (ASTM 123) 195.00 REINFORCING STEEL Tensile& Bend of Rebar,#3 -#8 130.00 Tensile & Bend of Rebar, #9-#11 130.00 Bend Test of Rebar 50.00 Slip and Tensile Rebar Couplers (CT 670) 190.00 Tension Test of Welded Wire Fabric QUOTE Bend Test of Welded Wire Fabric QUOTE Weld Shear Test, Welded Wire Fabric QUOTE PT Cable Tensile and Elongation (ASTM A416 or A421) 250.00 PT Cable Preparation QUOTE CALIBRATION Torque Wrench 155.00 Hydraulic Jack 150.00 Page4of6 13S1( BSK Associates - 2016 Schedule of Fees v City of Dublin tetATERrAts BO TO0s00 HOT MIX ASPHALT Mix Design, HVEEM 2,750.00 Mix Design, Marshall 3,250.00 AC Content by Centrifuge (ASTM D2172)250.00 AC Ash Correction (ASTM D2172)250.00 AC Content-Ignition ASTM D6307 or CT382 200.00 Moisture Content of Asphalt(CT 370) 60.00 Gradation/Extraction Aggregate (ASTM D5444) 120.00 Film Stripping 80.00 Stabilometer Value (CT 366)350.00 AC Core Specific Gravity(ASTM D2726)50.00 AC Max Density Rice Method (ASTM D2041)225.00 Moisture Vapor Susceptibility(CT 307)180.00 AC Surface Abrasion (CT 360)440.00 Index Retained Strength (ASTM D1074-D1075)400.00 AC Hveem Maximum Density(CT 375)400.00 Marshall Stability and Flow(ASTM D6927) 225.00 Calculated AC Maximum Density(CT 367)85.00 Marshall Maximum Density, 50 Blows (ASTM D6926) 255.00 Examination of AC Cores 30.00 Thickness Determination of AC Cores 20.00 AC Tensile-Strength Premixed ASTM D4867 575.00 AC Tensile-Strength Lab Mixed ASTM D4867 675.00 MASONRY Concrete Masonry Units Testing(ASTM C90) Compression Test Pavers, Single 70.00 Compression Test Composit CMU Prism 145.00 Specific Gravity and Unit Weight 100.00 Moisture Content 50.00 Compression Test, Masonry Units (ASTM C140) 90.00 Absorption/Moisture Content(ASTM C140)90.00 Linear Shrinkage (ASTM C426) 365.00 Masonry Core Shear Test(Title 24)95.00 Masonry Core Compression/Shear Test (Title 24)165.00 Compression Test Brick, Each (ASTM C67)70.00 Absorption/Unit Wt. of Brick(ASTM C67) 70.00 Compression Test Grout(Set of 3 or 4)105.00 Compression Test Mortar(Set of 3 or 4)100.00 FIREPROOFING Cohesion/Adhesion Fireproofing Materials 110.00 Dry Density Fireproofing(ASTM E605)80.00 Page5of6 BSi( BSK Associates 2016 Schedule of Fees - City of Dublin ATERIALS TES' . . CONCRETE Cement Content Concrete (ASTM C1084)335.00 Chemical Test(ASTM C150) QUOTE Set Times Cement-Vicat Needle (ASTM C191)275.00 Specific Gravity of Hydraulic Cement(ASTM C191) 135.00 Lineal Shrinkage Set of 3 (ASTM C157)350.00 Compression Test of Concrete- 1 (ASTM C39)30.00 Compression Test of Concrete-4 (ASTM C39)120.00 Compression Test of Core (ASTM C42)55.00 Preparation of Specimens,Sawing 60.00 Compressive Strength of Shotcrete Panel 280.00 Proportion of Cement in Concrete (ASTM C85)325.00 Flexural Test Per Beam (ASTM C78) 80.00 Splitting Tensile Strength of Concrete (ASTM C496) 80.00 Unit Weight Lt Wt Concrete (ASTM C567)50.00 AZ"Test-Reinforced Concrete Pipe "Life Factor" 70.00 9 Pt Core Measurements, Each (ASTM C174)30.00 Compressive Strength of Gunite 55.00 Concrete Trial Batches QUOTE Unit Weight&Abs Concrete (ASTM D642) 110.00 Accelerated Curing of Concrete (ASTM C684)225.00 Cylinder Molds(each) 6.00 Storage of Concrete Cylinders for more than 45 Days 55.00 RH Probe 55.00 Calcium Chloride Kit 35,00 Mixing Water(pH, elec. conductance, chloride, sulfate) 85.00 Contact Soil (pH,elec. conductance, chloride,sulfate) 105.00 WELDING AND STRUCTURAL STEEL Welder Qualification Testing Welder/Procedure Welder Qualification Testing QUOTE Face Bend of Steel 50.00 Root Bend of Weld Coupon 50.00 Side Bend of Weld Coupon 50.00 Tensile Test of Steel Coupon 70.00 Bend Test of Steel Coupon 60.00 Machining Charges (Per Coupon) QUOTE Brinell Hardness of Steel (ASTfV1 E10) 85.00 Rockwell Hardness of Steel (ASTM E18) 85.00 Bolt Ultimate Load 125.00 Bolt Hardness (set of 3)85.00 Nut Hardness (set of 3) 85.00 Washer Hardness (set of 3 85,00 Proof Loading, bolt or nut 125.00 Page 6 of 6 BSI( AlCCPRO CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/'YYY) L""---06/15/20]6 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 POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVEORPRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to thecertificateholderinlieuofsuchendorsement(s). PRODUCER CONTACT NAME. Marsh Sponsored Programs PHONE FAX d division of Marsh USA, Inc.ArC No,800-33'8-1 39] A/C,NoL886_oZ1-3 1 E-MAILPoSox144.04 ADDRESS a cecclientreauest.@marah.Com Des Moines IA 50306 INSURER(S)AFFORDING COVERAGE I NAICS INSURED INSURERA•Har-ford Fire Insurance Company' 196PL ISA: Assoc ates INSURERS Hartford Casualty Insurance Company 20425 INSURER C:Prop. Casnal-c Insurance Co.-Hartford 691550W. .,ocust Fresno, CA. 93650 INSURER D INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATEMAYREISSUEDORMAYPERTAIN, 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. INSP LTR I TYPE OF INSURANCE POLICY EFF POLICY EXP - -INSR wVD- POLICY NUMBER IMMIDDIYYVI'I (MM/D DlY'VVI LIMITS A GENERAL LIABILITY y 34JUGZ04371 0.5/01/2.01E I''5/01!2C17 EAI'.00CURRENCE 51,000,010 X :";69MER GI AL GENRE AL LIARS ITS Prof. L)ab. Exci. DXMA AF To PENTED PREMISES(Ea occurrence` 15.1 r 000,010 CLAIMS-MACE 7.-..1 OCCUR MEG FXF(Any one perscn' i S_0,0 0 PERSONALS ADV INJURY 5'_,000 0,00 GENERAL AGGREGATE s2,010,000 CELL AGGREGATE!.IMJT APPLIES PER. F. PRODI] Ts-cOnPC Ac /1,000,00I - PAD- --1 POLICI'v I r;- I LOAF A AUTOMOBILE LIABILITY Y'84IIEGVV3575 CS ?Cb ^12_^ CimEINED&NO:LE LIMIT Eaaccio.nf 6',On,000 X ANTECS yL Al sLOLLD ' HE^ULED BODIL'INJJP per arneclF HIRED AL'' NON OWNFEL PRCPERTv J ALTOS Per accident., f.;A.dAGE 5 3 y, UMBRELLA LIAR X ccuR IBe,Xt]GSF_1355 I25, i'2Cl6 -.'0;/L 1 EACH7CCURRENCF r 0 0 1,000 EXCESS LIAR CLAIMS-MADE i I ACCRE,2 ATE 1,00,000 055 X • RETENTION;i 10,000 2 -- C WORKERS COMPENSATION BlIW-GTG'5779 I01, 'CCTc t id STATLI CTI--i AND EMPLOYERS LIABILITY Y/N X )RY LIMITS =F I ANY PRCPHIE-TOR PARTNER/EXECUTIVE E.L.EACH ACCIDENT 0 0 000OFFICERRIFMRFREXCI_UDEC' N I A MIAR IF NH) E fIEE/r E-EA MPL^VEE tI,GOO CCU_ DEACWFT.I 'L OF OPER ANIONS 6alow E DISEASE-PCI IC"LIMIT J/1,000,C00 A. HC5C 84UEGVV397 5 2:16, 05/01/2017 $33,000 Max. Comp. Ded-S30C I Soil. Ded-:500 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,N more space is requir^d) fro On-dal Cots:_nine Senvi coo Agrcoenf Gectechrr cel and Gec_oci_c Fn, a-rind ;ervaceeJ,1y O ..__ugh Tree 3C, :'le r. Olty of Drh_/ end Ibb officers, employ-._ caen-e, and vo131 beers e- . -eced cc aibe io`:e1 lns'red or the a__,._ c pfdrdry dnA noneond-onN7nny t.aes wber reg9rrc by weertor ^Y: 5ct. 3 'Jays nOt1 t l a t y . wi't 3e gJver, _3 cere he de- pe- pc 3 03 endonooment. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.The City of Dublin Attn: Gary iiuisingh AUTHORIZED REPRESENTATIVE 1C0 Civic Plaza I:u'ilin, CA 9/1568 U e 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD Terra Insurance Company TERRAARiskRetentionGroup) Two Fifer Avenue, Suite 100 INSURANCE COMPANY Corte Madera, CA 94925 CERTIFICATE OF INSURANCE DATE 06/14/16 NAME AND ADDRESS OF INSURED BSK Associates 550 W. Locust Ave. Fresno, CA 93650 This certifies that the "claims made"insurance policy(described below by policy number)written on forms in use by the Company has been issued. This certificate is not a policy or a binder of insurance and is issued as a matter of information only,and confers no rights upon the certificate holder. This certificate does not alter, amend or extend the coverage afforded by this policy. The policy of insurance listed below has 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 policy described herein is subject to all the terms, exclusions and conditions of such policy. Aggregate limits shown may have been reduced by paid claims. TYPE OF INSURANCE ProfessionaL'Environmental Liability POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE 216006 01/01/16 12/31/16 LIMITS OF LIABILITY 1,000,000 EACH CLAIM 1,000,000 ANNUAL AGGREGATE PROJECT DESCRIPTION The City of Dublin- On-Call Consulting Services Agreement Geotechnical Engineering and Geologic Services Retro Date PL: Full Prior Acts EL: 1/1/87 CANCELLATION: If the described policy is cancelled by the Company before its expiration date, the Company will mail written notice to the certificate holder thirty(30)days in advance,or ten 10) days in advance for non-payment of premium. If the described policy is cancelled by the insured before its expiration date, the Company will mail written notice to the certificate holder within thirty (30)days of the notice to the Company from the insured. CERTIFICATE HOLDER ISSUING COMPANY: The City of Dublin Attn: Gary Huisingh 100 Civic Plaza Dublin, CA 94568 0 President Terra Insurance Company A Risk Retention Group) CONDITIONS 6s7< 195sc)ei a.7$ A. YOUR duties in the event of a CLAIM I. Reporting Requirement a. YOU will give US immediate written notice of any CLAIM. b. Such notice will contain all known details of the CLAIM, including but not limited to: i. the date, location and circumstances; ii. the names of all parties who assert DAMAGES, and iii. a description of the nature and scope of those DAMAGES. Compliance with the Reporting Requirement is a condition precedent to coverage under this policy. 2. Cooperation a. YOU will cooperate with US. Upon OUR request, YOU will provide all information, records and documents required by Us or OUR representatives for the investigation and defense of any CLAIM. YOU will attend meetings, hearings, depositions and trials and provide assistance when requested for the purpose of investigation, defense or settlement. You will enforce any right of contribution or indemnity against, any person or organization who may be liable to YOU with respect to any CLAIM for which insurance is afforded under this policy. If You do not pursue any such right of contribution or indemnity, YOU hereby assign to US all such rights of contribution or indemnity. All of the above will be provided without charge to US. The expense to YOU of the foregoing cooperation and assistance is not recoverable under this policy, and it is not chargeable to the deductible. b. When YOU should reasonably suspect that circumstances may give rise to a CLAIM under this policy, YOU will take promptly, at YOUR own expense, all reasonable steps to prevent and/or Page 11 Ed.01116 Terra Insurance Company A Risk Retention Group) CONDITIONS minimize additional DAMAGES. Such expense to You will not be covered by this policy or chargeable to the deductible. c. YOU will not, except at YOUR own cost, voluntarily make any payment, assume any obligation or incur any expense. Any such assumed obligation, costs or volunteered payments will not be recoverable under this policy or chargeable to the deductible. Failure to comply with YOUR obligations under this cooperation provision will preclude coverage under this policy. B. Arbitration and Mediation If YOU enter into any contract, clause or agreement in which arbitration or mediation is to be the sole and exclusive or primary remedy for any dispute arising out of YOUR performance, WE are entitled to either consent to or exercise all of YOUR rights in the choice of arbitrators or mediators and in the conduct of any arbitration or mediation proceedings brought by others against You. C. Other Insurance This insurance shall be excess insurance over the deductible and any other valid and collectible insurance available to YOu whether such insurance is stated to be primary, project specific, contributory, excess, contingent or otherwise, unless such other insurance specifically applies as excess insurance over the Limit of Liability set forth in the GENERAL DECLARATIONS, Item 6. No coverage is afforded for any CLAIM first made and reported to US during any extended reporting period hereunder if there is any other insurance in effect for the CLAIM. When the insurance under this policy is excess, WE will not defend any CLAIM that any other insurer has a duty to defend. If no other insurer defends, WE will undertake to do so, but WE will be entitled to YOUR rights against all other insurers. Page 12 Ed. 0.1/16 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND CONSOLIDATED ENGINEERING LABORATORIES This Agreement is made and entered into between the City of Dublin ("City")and Consolidated Engineering Laboratories("Consultant")as of July 1, 2016(the"Effective Date"). In consideration of their mutual covenants,the parties hereto agree as follows: Section 1.SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A,the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2019, and Consultant shall complete the work described in Exhibit A as assigned by Task Order prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in conformance with standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2.COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently,the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; The beginning and ending dates of the billing period; A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects, all hours must also be logged by project assignment o A brief description of the work, and each reimbursable expense A Task Summary containing the original contract amount,the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours,which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra,further,or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not exceed 3,000). Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Document Reproduction Postage 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8,the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3.FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks,filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location,quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges,vehicles, and reproduction facilities. Section 4.INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure"occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s)and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore, the requirements for coverage and limits shall be(1)the minimum coverage and limits specified in this Agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. The additional insured coverage under the Consultant's policy shall be"primary and non-contributory"and will not seek contribution from City's insurance or self- insurance and shall be at least as broad as CG 20 01 04 12. In the event Consultant fails to maintain coverage as required by this Agreement, City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled,changed, or allowed to lapse without at least thirty(30)days' prior written notice to City of such cancellation, change,or lapse. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00) per accident. In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided,or the Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30)days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a.City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant;and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers,employees, agents, or volunteers. b.The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c.An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d.Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers,employees, agents, and volunteers. e.An endorsement shall state that coverage shall not be canceled except after thirty(30)days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant,at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000)covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended,voided, canceled by either party, reduced in coverage or in limits, except after thirty(30)days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a.The retroactive date of the policy must be shown and must be before the date of the Agreement. b.Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c.If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise,at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d.A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete,certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages,scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. All self-insured retentions(SIR)and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City(if agreed to in a written contract or agreement) before City's own insurance or self-insurance shall be called upon to protect City as a named insured. 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies,which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or Terminate this Agreement. Section 5.INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. To the maximum extent allowed by law, Consultant shall indemnify, keep and save harmless the City, and City Councilmembers, officers, agents and employees against any and all suits,claims or actions arising out of any injury to persons or property, including death,that may occur, or that may be alleged to have occurred, in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees,subcontractors or agents. Consultant further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action, Consultant shall, at its expense, satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System PERS)to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify,defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions,which would otherwise be the responsibility of City. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6.STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City,state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS)as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7.LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits,qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status,sex,or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment,contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8.TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon 30 days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software,video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assiqnment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications,drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9.KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records,files,or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00),the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three(3)years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief,to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a conflict of interest,"as that term is defined in the Political Reform Act,codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve(12) months, an employee, agent, appointee,or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code§1090 ef.seq.,the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code§ 1090 and, if applicable, will be disqualified from holding public office in the State of California. Principals and those performing work for City of Dublin may be required to submit a California Fair Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at http://www.fppc.ca.gov/Form700.html. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting,focus group,or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the City Manager("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Consolidated Engineering Laboratories Gary M. Cappa, President/CEO 2001 Crow Canyon Road, Ste. 100 San Ramon, CA 94583 Any written notice to City shall be sent to: The City of Dublin Attn: Gary Huisingh 100 Civic Plaza Dublin, CA 94568 10.11 Integration. This Agreement, including Exhibits A, B and C, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. IN WITNESS HEREOF, the parties have caused their authorized representatives to execute this Agreement on the day of 20 . CITY OF DUBLIN CONSULTANT i 40/kicl Popher L. Foss, C y Ma ager Gary M. Capp., Pre:ident/CEO Attest: Z ice Caroline Soto, City Clerk Approved as to Form: 6 Jo Bakker, City Attorney EXHIBIT A SCOPE OF SERVICES Construction Inspection and Materials Testing Services Services may include construction inspection of Capital Improvement Program projects and/or improvements associated with private land development; Special Inspection (Concrete Placement, ACI or ICC, Electrical, Mechanical, Welding, Rebar, Conduit, Cables, etc.), and Public Works Inspection. Special Inspection firms shall be on the City of Dublin's Building Department's "Recognized Special Inspection & Testing Agency" list. Materials testing services may include Field and Laboratory Compaction Testing using Caltrans and ASTM methods, asphalt or concrete batch plant inspection. In addition, Consultant may be asked to perform other tasks as assigned and directed by the City Engineer. EXHIBIT B COMPENSATION SCHEDULE 100' CONSOLIDATED ENGINEERING t. a. 9 0 r't A T 0 :1 1 E 5 CITY OF DUBLIN CONSTRUCTION INSPECTION AND MATERIALS TESTING Effective January 1,2016 through December 31,2017 ENGINEERING SERVICES UNIT RATE UNIT Principal/Principal Engineer 200.00 hour Geotechnical Engineer 150.00 hour Project Engineer/Geologist 150.00 hour Assistant Engineer 110.00 hour INSPECTION SERVICES UNIT RATE UNIT ICC/AWS Inspector with NDT Equipment 90.00 hour ICC/Caltrans Certified Inspector 85.00 hour Proofload Testing/Anchor Installation Inspector 80.00 hour Mechanical,Electrical&Plumbing Inspector 110.00 hour SPECIALIZED SERVICES UNIT RATE UNIT Pachometer 85.00 hour In-Place Brick Shear Tests(Masonry)-Two-Person Crew(4-hour minimum) 180.00 hour Ground Penetrating Radar(GPR) One Man Crew 200.00 hour Two Man Crew 300.00 hour Floor Flatness Testing: Surveying/Inspection 150.00 hour SOILS AND BASE MATERIALS UNIT RATE' UNIT Moisture/Density Curve Standard Proctor ASTM D 698 300.00 each Modified Proctor ASTM D 1557/AASHTO T180 300.00 each Checkpoint 130.00 each California Impact,CT 216 300.00 each Rock Correction for Unit Weight,ASTM 04718 100.00 each Sieve Analysis Bulk Sample Gradation,ASTM C 136/0202 240.00 each Material Finer than#200 Sieve,ASTM C 117 210.00 each Soil Mechanics Soil Classification,ASTM D 2487 350.00 each R"Value,ASTM D 2844/CT 301 400.00 each Plasticity Index(Atterburg Limits),ASTM 0 4318/CT 204 275.00 each Sand Equivalent,ASTM 0 2419/0 217 130.00 each Compression,Cement Treated Base(Including Preparation),Ci 312 170.00 each Particle Size Analysis ASTM D 422 Hydrometer Minus/1200 220.00 each Sieve Analysis/Hydrometer 320.00 each AGGREGATES UNIT RATE' UNIT Sieve Analysis Bulk Sample Gradation(coarse or fine),ASTM C 136 210.00 each Material Finer than#200 Sieve,ASTM C 117 180.00 each Bulk Sample Gradation,CT202 210.00 each Specific Gravity(coarse),ASTM C 127/CT 206 120.00 each Specific Gravity(fine),ASTM C 128/CT 207 150.00 each eased on standard turnaround times. 1 of 5 Rush tests are an additional 50%. CONSOLIDATED ENGINEERING L A C O R A r OR : 8 8 Absorption,Sand or Gravel,ASTM C 127/ASTM C 140 100.00 each Organic Impurities in Concrete Sand,ASTM C 88 120.00 each L.A.Rattler,ASTM C 131 or C 535/Cal 211 330.00 each Sulfate Soundness(per sieve),ASTM C 88 150.00 each Unit Weight of Aggregates,ASTM C 29 100.00 each Hardness,ASTM 01865 120.00 each Crushed Particles,CT 205 250.00 each Cleanness Value,CT 227 5 150.00 each Durability ASTM D 3744/CT 229 120.00 each Moisture Content of Aggregate ASTM C 29 75.00 each ASPHALTIC CONCRETE UNIT RATE' UNIT Hveem Compaction(including sample preparation),CT 366,per point 150.00 each Hveem Compaction(premixed sample),CT 304,per point 150.00 each Stabilometer Value,CT 366,per point 150.00 each Hveem Stabilometer Value per Point ASTM 01560 85.00 each Bitumen Content(extraction),ASTM 0 2172 200.00 each Bitumen Content(extraction),CT 310/Cal 382 Ignition Furnace 200.00 each Gradation of Extracted Sample,ASTM C 136/CT 202 180.00 each Unit Weight of Compacted Asphaltic Concrete,ASTM 0 2726/CT 308 60.00 each Unit Weight of Compacted Asphaltic Concrete,(Paraffin Coated)ASTM D 1188 90.00 each Marshall Compaction(including sample preparation),set of 3,ASTM D 6926 400.00 each Marshall Compaction(premixed sample),set of 3,ASTM D 6926 350.00 each Marshall Flow and Stability,per point,ASTM D 6927 85.00 each Maximum Theoretical Specific Gravity(Rice Gravity),ASTM D 2041 200.00 each Swell of Bituminous Mixtures,CT 304/305 225.00 each ASPHALTIC CEMENT UNIT RATE' UNIT Penetration of Bituminous Materials at 77-F,ASTM D5/AASHTO 149 71.00 each Penetration of Bituminous Materials at 32'F to 158'F,ASTM D 5/AASHTO T49 105.00 each Kinematic Viscosity of Asphalt,ASTM D 2170/AASHTO 1201 170.00 each Absolute Viscosity of Asphalt,ASTM D2170/AASHTO T201 170.00 each Viscosity(Asphalt Institute Method) 195.00 each Rolling Thin Film Test,ASTM 2872/Cal 346/AASHTO T240 180.00 each Residue by Evaporation,ASTM 0244/AASHTO T59 220.00 each Extraction and Recovery,ASTM 02172/ASTM 01856 850.00 each GEOTEXTILE FABRIC UNIT RATE' UNIT Tensile Strength by Grab Method 370.00 each Puncture Resistance,Index,ASTM D 4833 5 254.00 each Trapezoidal Tear 281.00 each Mass Per Unit Area,ASTM 0 3776 5 188.00 each Simulated Asphalt Retention,ASTM D 4830 5 463.00 each Unit Weight Analysis,ASTM S 2329 39.00 each Ply Count and Void Analysis,ASTM D 2329 110.00 each CEMENT UNIT RATE' UNIT Storage of Grab Sample,60 days 22.00 each Cement Content of Hardened Concrete,ASTM C 1084 2,460.00 each eased on standard turnaround times. 2 of 5 Rush tests are an additional 50%. CONSOLIDATED ENGINEERING L A OR A T On T E S CONCRETE UNIT RATE' UNIT Concrete Mix Design Review 250.00 each Trial Batches,Prepared in Laboratory 1,100.00 each Shrinkage,set of 3,ASTM C157,CT 530 400.00 each Compression,6X12 Cylinders,ASTM C 39,CT 521 40.00 each Compression 4x8 Cylinders ASTM C 39 35.00 each Compression,Core(including end preparation),ASTM C 42 90.00 each Compression,3X6 Cylinders Lightweight Insulating Concrete,ASTM C 495 35.00 each Compression,2X2 Cubes,each age,ASTM C 109 65.00 each Epoxy Grout 2x2 Cube Compression ASTM C 579 65.00 each Molds,6X12 Concrete No Charge Cylinders,Stored 60 days(hold cylinders) 40.00 each Splitting Tensile,6X12 Cylinders,ASTM C 496 75.00 each Unit Weight of Concrete Cylinders,ASTM C 567 80.00 each Unit Weight of Lightweight Insulating Concrete,ASTM C 495 60.00 each Compression Test of Lightweight Insulating Concrete,ASTM C 495 40.00 each Flexural Strength of Concrete,ASTM C 78 or C 495 250.00 each Shotcrete Pre-Production Panel Test,Up to 12"Thick 1,000.00 each Shotcrete Pre-Production Panel Test,12"to 24"Thick 1,500.00 each Shotcrete Panel,Up to 4 Cores(including compression),ASTM C42 320.00 each Shotcrete Panel Core Compression Test,ASTM C 42 120.00 each Chloride Ion Content,AASHTO 1260 140.00 each Emission of Moisture through Concrete 100.00 each GFRC PANEL TEST UNIT RATE' UNIT Flexural Testing,per P.C.I Recommended Practice 71.00 each Pullout Testing of Anchors,per P.C.I.Recommended Practice 116.00 each Fiberwrap Testing(ASTM 03039) S 610.00 set REINFORCING STEEL-ASTM A 61S UNIT RATE' UNIT Tensile Strength and Bend Test Samples,Size#3-#10 100.00 each Samples,Size#11 140.00 each Samples,Size#14 350.00 each Samples,Size#18(Full Section) 550.00 each PRESTRESSING STEEL-ASTM A 416 UNIT RATE' UNIT Uncoated 7 Wire Strand,1/4"to 1/2" Yield Strength,Breaking Strength,and Elongation(Note:for Vinyl Coated Strands, $ 300.00 each add$45.00 per test;for Modulus of Elasticity,add$45.00 per test) Breaking Strength Only 195.00 each MASONRY UNIT RATE. UNIT Concrete Blocks Compression,Gross Area,ASTM C 140 110.00 each Compression,Gross Area,Unusual Shape,ASTM C 67 110.00 each Compression,Net Area,ASTM C 140 85.00 each Absorption and Moisture,ASTM C 140 135.00 each Linear Shrinkage.ASTM C 426 250.00 each Dimensional Measurement of Masonry Units ASTM C 140 65.00 each Bricks Absorption,with saturation Coefficient,ASTM C 67 110.00 each Compression,ASTM C 67 85.00 each Sased on standard turnaround times. 3 of 5 Rush tests are an additional 50%. C01 CONSOLIDATED ENGINEERING L. Aur.) a A T o a t ea Modulus of Rupture,ASTM C 67 40.00 each Compression,Grout Prisms,ASTM C 39 42.00 each Compression,Mortar Cylinders,ASTM C 39 42.00 each Compression,Composite Prisms,ASTM C 1314 175.00 each Compression,Masonry Core,ASTM C 140 75.00 each Shear,Masonry Core,CCR Title 24 100.00 each Mortar Molds,ASTM C 470 No Charge STRUCTURAL STEEL(mild steel not over one inch thick) UNIT RATE* UNIT Tensile Strength,ASTM A 370(test only) Samples,Under 1-1/2 square inch in cross section 125.00 each Samples,1-1/2 square inch and over in cross section 175.00 each Chemical Analysis 110.00 each Bending 85.00 each Anchor Bolts,ASTM F1554,tensile 200.00 each High Strength Bolts,Nuts,and Washers,ASTM A 325,A 490,A 449 Bolt Assembly Test 260.00 each Botts Proof Load or Ultimate 110.00 each Nuts Proof Load 60.00 each Hardness(Rockwell) 30.00 each WELDMENT TESTING(mild steel not over one inch thick) UNIT RATE` UNIT Transverse Tensile 120.00 each Transverse Side Bend 5 80.00 each Transverse Root and Face Bend 80.00 each Macroetch 80.00 each 0.505"Tensile Specimen 125.00 each Charpy V-Notch Specimen Quotation on Request Preparation of WPS,PQR,or Welder Certificate 125.00 each NONDESTRUCTIVE TESTING UNIT RATE UNIT Radiography Radiographic Testing-Weld Procedure Qualification(physical testing not included) $ 550.00 each Consultation 130.00 hour One-Person Crew upon quote hour Film 20.00 ea Level Ill(ASNT)NOT Testing Magnetic particle,Dye Penetrant,Ultra Sonic 130.00 hour CORING SERVICES UNIT RATE UNIT Coring Machine Operator 130.00 hour Helper(add per hour) 5 70.00 hour Diamond Drill Bit Charges,per inch to 5" 8.00 inch Diamond Drill Bit Charges,per inch 6"and over Quotation on Request ROOFING UNIT RATE' UNIT Ply Count and Asphalt by Difference,ASTM D 2829 200.00 each Weight Analysis,ASTM D 2829 5 75.00 each FIREPROOFING UNIT RATE* UNIT Density of Sprayed on Fireproofing,ASTM E 605/U8C 43-8 75.00 each Cohesion/Adhesion,ASTM E 736 50.00 each FIRE/UFE SAFETY SYSTEMS UNIT RATE' UNIT Fire/Life Safety Systems Inspection 110.00 hour Mechanical Engineer 245.00 hour Staff Engineer 180.00 hour Final Affidavit(Request 6 Working Days Advance Notice) Quotation on Request Based on standard turnaround times. 4 of S Rush tests are an additional 50%. CONSOLIDATED ENGINEERING A 5* OM A I 055f ES SPECIALTY GEOTECHNICAL TESTING UNIT RATE UNIT Sieve Analysis,Minus 4200 by Wash ASTM 01140 49.00 each Consolidation(ASTM 02435,D4546) 180.00 each Time-Consolidation(ASTM 02435) 80.00 each Collapse/Swell(ASTM D4546) 95.00 each Unconfined Compressive Strength(ASTM 02166) 110.00 each Direct Shear(3 pt.)1,000.00 each California Bearing Ratio,1 pt.(ASTM D1883) 250.00 each California Bearing Ratio,3 pt.(ASTM 01883) 600.00 each Water Soluble Sulfate 56.00 each pH(ASTM D4972)75.00 each Lab Resistivity 93.00 each MISCELLANEOUS TESTS&INSPECTIONS UNIT RATE UNIT Calibration of Hydraulic Rams 250.00 each Universal Testing Machine with Technician 275.00 hour Instron Testing Machine with Technician 250.00 hour Windsor Test Probes Quotation on Request Weld Procedure Review 250.00 each Expert Witness 3,000.00 day Laboratory Technician 110.00 hour BASIS OF CHARGES UNIT RATE UNIT The proposed unit rates will be in effect through December 31,2017. Thereafter,the unit rates are subject to an annual increase of four percent(4%)per year to mitigate the annual operating cost increases. Work Over 8 Hours Per Day Time and One-Half Work Over 12 Hours,Monday through Friday Double Time Work on Saturdays Time and One-Half Work Over 8 Hours on Saturday Double Time Work on Sundays/Holidays Double Time Swing or Graveyard Shat Premium 10.00 hour Work from 0 to 4 Hours 4-Hour Minimum Billing Work from 4 to 8 Hours 8-Hour Minimum Billing Show-Up Time 2-Hour Minimum Billing Sample Pick-Up 50.00 trip Premium Sample Pick-Up(after 4 PM,before 5 AM,Weekends and Holidays) 2 x Sample Pick-Up Rate Laboratory Testing-Rush Fee Add 50%to Testing Cost Final Affidavit per each Applicable Permit(Request 6 working days in advance)400.00 each DSA Interim Verified Reports 150.00 each Project Engineering and Management 5%of Fees Reimbursables Cost+15% QA/QC Plan Written Procedures Quotation on Request Out of Area Services(Beyond 40-Mile Radius) As Listed Below: Travel Time Basic Hourly Rate Mileage 0.60 mile Per-diem,Including Lodging 90.00 day Based on standard turnaround times. 5 of 5 Rush tests are an additional 50%, REIMBURSABLES AND RATE INCREASES: Rates are all-inclusive of overhead, equipment, travel within the San Francisco Metropolitan Bay Area, office supplies, etc. Reimbursable items, if any, are invoiced at cost to our Clients. Rates are good through December 31, 2017. Consultant may submit a new rate schedule which shall not exceed 3%, and shall be based on the San Francisco Bay Area Consumer Price Index CPI for that period of time and this shall be submitted to the Public Works Director, or their designee, prior to taking effect. Remit Invoice to: City of Dublin Public Works Department 100 Civic Plaza Dublin, CA 94568 Pursuant to California Labor Code section 1771.1, Consultant shall be registered with the Department of Industrial Relations. Prevailing Wage Pursuant to California Labor Code Section 1771, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in the California Labor Code must be paid to all workers engaged in performing the Work. Pursuant to California Labor Code Section 1770 and following, the Director of Industrial Relations has determined the general prevailing wage per diem rates for the locality in which the Work is to be performed. Pursuant to California Labor Code Section 1773, the City has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in the locality in which the Work is to be performed for each craft, classification or type of worker needed to perform the project. Pursuant to California Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at the City Public Works Department and will be made available on request. Throughout the performance of the Work the Contractor must comply with all provisions of the Contract Documents and all applicable laws and regulations that apply to wages earned in performance of the Work. The Contractor is subject to prevailing wage rate compliance monitoring and enforcement by the California Department of Industrial Relations. The contractor or subcontractor(s) shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to California Labor Code Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to California Labor Code Section 1725.5 at the time the contract is awarded. Cid CONSOLIDATED ENGINEERING L A B O R A T O R E S EXHIBIT C Public Contract Code PRIME PROPOSER AND SUBCONSULTANTS MUST SUBMIT A SIGNED PUBLIC CONTRACT CODE STATEMENT*** Public Contract Code Section 10285.1 Statement In accordance with Public Contract Code Section 10285.1(Chapter 376,Stats.1985),the proposer hereby declares under penalty of perjury under the laws of the State of California that the proposer has ,has not X (mark one) been convicted within the preceding three years of any offenses referred to in that section,including any charge of fraud, bribery,collusion,conspiracy,or any other act in violation of any state or Federal antitrust law in connection with the bidding upon,award of,or performance of,any public works contract,as defined in Public Contract Code Section 1101,with any public entity,as defined in Public Contract Code Section 1100,including the Regents of the University of California or the Trustees of the California State University.The term"proposer"is understood to include any partner,member,officer,director, responsible managing officer,or responsible managing employee thereof,as referred to in Section 10285.1. Note: The proposer must place a check mark after"has"or"has not"in one of the blank spaces provided.The above Statement is part of the Proposal.Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement.Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. Public Contract Code Section 10162 Questionnaire In accordance with Public Contract Code Section 10162,the Proposer shall complete,under penalty of perjury,the following questionnaire: Has the proposer,any officer of the proposer,or any employee of the proposer who has a proprietary interest in the proposer, ever been disqualified,removed,or otherwise prevented from bidding on,or completing a federal,state,or local government project because of a violation of law or a safety regulation? Yes No X If the answer is yes,explain the circumstances in the following space. IP DUBLIN City of Dublin Construction inspection and Materials Testing 11101 CONSOLIDATED ENGINEERING L A B O R A T O R I E S Public Contract Code 10232 Statement In accordance with Public Contract Code Section 10232,the PROPOSER, hereby states under penalty of perjury,that no more than one final unappealable finding of contempt of court by a federal court has been issued against the PROPOSER within the immediately preceding two year period because of the PROPOSER's failure to comply with an order of a federal court which orders the PROPOSER to comply with an order of the National Labor Relations Board. Note: The above Statement and Questionnaire are part of the Proposal.Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement and Questionnaire. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. By my signature on this proposal I certify, under penalty of perjury under the laws of the State of California,that the foregoing questionnaire and statements of the Public Contract Code Sections 10162, 10232 and 10285.1 are true and correct and that the proposer has complied with the requirements of Section 8103 of the Fair Employment and Housing Commission Regulations(Chapter 5,Title 2 of the California Administrative Code.) By my signature on this proposal I further certify, under penalty of perjury under the laws of the State of California and the United States of America,that the Noncollusion Affidavit required under Title 23 United States Code,Section 112 and Public Contract Code Section 7106; and the Title 49 Code of Federal Regulations, Part 29 Debarment and Suspension Certification are true and correct. May 18, 2016 A'tT: AUTHORIZED SIGNATURE) Cal Dickerman,Senior Project Manager N.\IMF.AND 11-11.1._,) Consolidated Engineering Laboratories C0\1P.1NY N\Ml:) 2001 Crow Canyon Road,Suite 100,San Ramon,CA 94583 COMPANY,ADDRESS) fle DUBLIN r , City of Dublin I Construction Inspection and Materials Testing CONSO-2 OP ID: EB DATE(MMIDD/YYYY)ACORD" CERTIFICATE OF LIABILITY INSURANCE 06/17/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Ellen Begun Butwin Insurance Group PHONE FAX Suite 414 A/C,No,Ext):516-466-4200 Arc,No): 516-466-4213 60 Cutter Mill Road a DRESS:ebegun @butwin.com Great Neck, NY 11021-3104 Richard S.Butwin INSURER(S)AFFORDING COVERAGE NAIC S INSURER A:Zurich Insurance Company 16535 INSURED Quality Assurance Engineering INSURER B:Travelers 41769 dba Consolidated Engineering Laboratories,Engineering& INSURER C:Atlantic Specialty Testing Services Corporation INSURER D: 2001 Crow Canyon Road#100 San Ramon,CA 94583 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMfTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUB- POLICY EFF POLICY EXP TYPE OF INSURANCELTR INSR WVD POLICY NUMBER MMIDDIYYYY) (MMIDD!YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 1,000,000 CLAIMS-MADE X OCCUR X X GL00381005 07/01/2016 07/01/2017 DAMAGETOPREMISES(Ea occurrenceRENfED ) $ 500,000 MED EXP Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GENII_AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X JECPRO- T X LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000Eaaccident) A X ANY AUTO X X BAP0381006 07/01/2016 07/01/2017 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS HIRED AUTOS AUTOS ON-OWNED PROPERTY DAMAGE Per accident) X UMBRELLA LIAB X OCCUR EACH OCCURRENCE 5,000,000 B EXCESS LIAB CLAIMS-MADE ZUP91M34980-15 07/01/2016 07/01/2017 AGGREGATE 5,000,000 DED X RETENTION$ 1 0,000 WORKERS COMPENSATION X STATUTE ORTH-E AND EMPLOYERS'LIABILITY A ANY PROPRIETORiPARTNERIEXECUTIVE YIN X WC0381004 07/01/2016 07/01/2017 E.L EACH ACCIDENT 1,000,000 OFFICER/MEMBER EXCLUDED? N N 1 A Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 C Professional Llab DPL-5563-16 07/01/2016 07/01/2017 Limit 2,000,000 Agg reg ate 4,000,000 DESCRIPTION OF OPERATIONS!LOCATIONS!VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached it more space Is required) All operations City of Dublin, and its officers, employees, agents, and volunteers are additional insureds on a primary non contributory basis. There is a Waiver of Subrogation on the indicated policies CERTIFICATE HOLDER CANCELLATION CITYDUB SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Dublin Public Works Department AUTHORIZED REPRESENTATIVE 100 Civic Plaza Du blin,C A 94568 I 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD 0 General Liability Supplemental Coverage Endorsement ZURICH Policy No.Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. GL00381005 107/01/2016 07/01/2017 07/01/2016 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part The following changes apply to this Coverage Part. However, endorsements attached to this Coverage Part will supersede any provisions to the contrary in this General Liability Supplemental Coverage Endorsement. A. Broadened Named Insured 1. The following is added to Section II—Who Is An Insured: Any organization of yours, other than a partnership or joint venture,which is not shown in the Declarations,and over which you maintain an ownership interest of more than 50% of such organization as of the effective date of this Coverage Part,will qualify as a Named Insured. However, such organization will not qualify as a Named Insured under this provision if it: a. Is newly acquired or formed during the policy period; b. Is also an insured under another policy, other than a policy written to apply specifically in excess of this Coverage Part;or c. Would be an insured under another policy but for its termination or the exhaustion of its limits of insurance. Each such organization remains qualified as a Named Insured only while you maintain an ownership interest of more than 50% in the organization during the policy period. 2. The last paragraph of Section II —Who Is An Insured does not apply to this provision to the extent that such paragraph would conflict with this provision. B. Newly Acquired or Formed Organizations as Named Insureds 1. Paragraph 3.of Section II—Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form during the policy period, other than a partnership or joint venture,and over which you maintain an ownership interest of more than 50%of such organization,will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period,whichever is earlier; b. Coverage A does not apply to "bodily injury" or"property damage"that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. An additional premium will apply in accordance with our rules and rates in effect on the date you acquired or formed the organization. U-GL-1345-B CW(04113) Page 1 of 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 2. The last paragraph of Section II — Who Is An Insured does not apply to this provision to the extent that such paragraph would conflict with this provision. C. Insured Status—Employees Paragraph 2.a.(1) of Section II—Who Is An Insured is replaced by the following: 2. Each of the following is also an insured: a. Your"volunteer workers"only while performing duties related to the conduct of your business, or your employees", other than either your"executive officers"(if you are an organization other than a partnership,joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees"or"volunteer workers"are insureds for: 1) "Bodily injury"or"personal and advertising injury": a) To you, to your partners or members(if you are a partnership or joint venture), to your members if you are a limited liability company),to a co-"employee"while in the course of his or her employment or performing duties related to the conduct of your business, or to your other volunteer workers"while performing duties related to the conduct of your business; b) To the spouse,child, parent, brother or sister of that co-"employee" or"volunteer worker"as a consequence of Paragraph (1)(a)above; c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a)or(b)above;or d) Arising out of his or her providing or failing to provide professional health care services. However: Paragraphs(1)(a)and(1)(d)do not apply to your"employees"or "volunteer workers", who are not employed by you or volunteering for you as health care professionals,for"bodily injury" arising out of Good Samaritan Acts"while the"employee"or"volunteer worker"is performing duties related to the conduct of your business. Good Samaritan Acts"mean any assistance of a medical nature rendered or provided in an emergency situation for which no remuneration is demanded or received. Paragraphs (1)(a), (b) and (c) do not apply to any "employee" designated as a supervisor or higher in rank, with respect to "bodily injury" to co-"employees". As used in this provision, "employees" designated as a supervisor or higher in rank means only"employees"who are authorized by you to exercise direct or indirect supervision or control over "employees" or "volunteer workers" and the manner in which work is performed. D. Additional Insureds—Lessees of Premises 1. Section 11—Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) who leases or rents a part of the premises you own or manage who you are required to add as an additional insured on this policy under a written contract or written agreement, but only with respect to liability arising out of your ownership, maintenance or repair of that part of the premises which is not reserved for the exclusive use or occupancy of such person or organization or any other tenant or lessee. This provision does not apply after the person or organization ceases to lease or rent premises from you. However, the insurance afforded to such additional insured: a. Only applies to the extent permitted by law;and b. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. 2. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section III—Limits Of Insurance: U-GL-1345-B CW(04/13) Page 2 of 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement referenced in Subparagraph D.1. above (of this endorsement); or b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This Paragraph D.shall not increase the applicable Limits of Insurance shown in the Declarations. E. Additional Insured—Vendors 1. The following change applies if this Coverage Part provides insurance to you for"bodily injury"and "property damage"included in the "products-completed operations hazard": Section II—Who Is An Insured is amended to include as an additional insured any person or organization referred to throughout this Paragraph E. as vendor)who you have agreed in a written contract or written agreement, prior to loss, to name as an additional insured, but only with respect to "bodily injury"or"property damage"arising out of"your products"which are distributed or sold in the regular course of the vendor's business: However, the insurance afforded to such vendor: a. Only applies to the extent permitted by law;and b. Will not be broader than that which you are required by the written contract or written agreement to provide for such vendor. 2. With respect to the insurance afforded to these vendors, the following additional exclusions apply: a. The insurance afforded the vendor does not apply to: 1) "Bodily injury"or"property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; 2) Any express warranty unauthorized by you; 3) Any physical or chemical change in the product made intentionally by the vendor; 4) Repackaging, except when unpacked solely for the purpose of inspection,demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; 5) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; 6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; 7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or 8) "Bodily injury"or"property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: a) The exceptions contained in Subparagraphs (4) or(6); or b) Such inspections, adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. b. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. c. This insurance does not apply to any of"your products"for which coverage is excluded under this Coverage Part. U-GL-1345-B CW(04113) Page 3of12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 3. With respect to the insurance afforded to the vendor under this endorsement, the following is added to Section III Limits Of Insurance: The most we will pay on behalf of the vendor is the amount of insurance: a. Required by the written contract or written agreement referenced in Subparagraph E.1. above (of this endorsement); or b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This Paragraph E.shall not increase the applicable Limits of Insurance shown in the Declarations. F. Additional Insured—Managers, Lessors or Governmental Entity 1. Section II—Who Is An Insured is amended to include as an insured any person or organization who is a manager, lessor or governmental entity who you are required to add as an additional insured on this policy under a written contract,written agreement or permit, but only with respect to liability for"bodily injury", property damage"or"personal and advertising injury"caused, in whole or in part, by: a. Your acts or omissions;or b. The acts or omission of those acting on your behalf; and resulting directly from: a. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit; b. Ownership, maintenance, occupancy or use of premises by you;or c. Maintenance, operation or use by you of equipment leased to you by such person or organization. However, the insurance afforded to such additional insured: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. 2. This provision does not apply: a. Unless the written contract or written agreement has been executed, or the permit has been issued, prior to the "bodily injury", "property damage"or offense that caused"personal and advertising injury"; b. To any person or organization included as an insured under Paragraph 3. of Section II—Who Is An Insured; c. To any lessor of equipment if the"occurrence"or offense takes place after the equipment lease expires; d. To any: 1) Owners or other interests from whom land has been leased by you; or 2) Managers or lessors of premises, if: a) The"occurrence"or offense takes place after the expiration of the lease or you cease to be a tenant in that premises; b) The"bodily injury", "property damage"or"personal and advertising injury"arises out of the structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor;or c) The premises are excluded under this Coverage Part. 3. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section III—Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement referenced in Subparagraph F.1. above (of this endorsement); or U-GL-1345-B CW(04/13) Page 4 of 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This Paragraph F. shall not increase the applicable Limits of Insurance shown in the Declarations. G. Damage to Premises Rented or Occupied by You 1. The last paragraph under Paragraph 2. Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: Exclusions c. through n. do not apply to damage by"specific perils" to premises while rented to you or temporarily occupied by you with permission of the owner. A separate Damage To Premises Rented To You Limit of Insurance applies to this coverage as described in Section III—Limits Of Insurance, 2. Paragraph 6. of Section III—Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you, or in the case of damage by one or more "specific perils" to any one premises, while rented to you or temporarily occupied by you with permission of the owner. H. Broadened Contractual Liability The"insured contract"definition under the Definitions Section is replaced by the following: Insured contract"means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by"specific perils"to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury", "property damage", or "personal and advertising injury" arising out of the offenses of false arrest, detention or imprisonment, to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: 1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage;or 2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in Paragraph(1)above and supervisory, inspection, architectural or engineering activities. I. Definition—Specific Perils The following definition is added to the Definitions Section: Specific perils" means: a. Fire; b. Lightning; c. Explosion; U-GL-1345-B CW(041131 Page 5 of 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. d. Windstorm or hail; e. Smoke; f. Aircraft or vehicles; g. Vandalism; h. Weight of snow, ice or sleet; i. Leakage from fire extinguishing equipment, including sprinklers;or j. Accidental discharge or leakage of water or steam from any part of a system or appliance containing water or steam. J. Limited Contractual Liability Coverage—Personal and Advertising Injury 1. Exclusion e. of Section I—Coverage B —Personal And Advertising Injury Liability is replaced by the following: 2. Exclusions This insurance does not apply to: e. Contractual Liability Personal and advertising injury"for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to: 1) Liability for damages that the insured would have in the absence of the contract or agreement; or 2) Liability for"personal and advertising injury" if: a) The "personal and advertising injury" arises out of the offenses of false arrest, detention or imprisonment; b) The liability pertains to your business and is assumed in a written contract or written agreement in which you assume the tort liability of another. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement;and c) The "personal and advertising injury" occurs subsequent to the execution of the written contract or written agreement. Solely for purposes of liability so assumed in such written contract or written agreement, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "personal and advertising injury" described in Paragraph (a) above, provided: i) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same written contract or written agreement; and ii) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. 2. Paragraph 2.d. of Section I —Supplementary Payments—Coverages A and B is replaced by the following: d. The allegations in the "suit" and the information we know about the "occurrence" or offense are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; 3. The following is added to the paragraph directly following Paragraph 2.f. of Section I — Supplementary Payments—Coverages A and B: Notwithstanding the provisions of Paragraph 2.e.(2) of Section I—Coverage B — Personal And Advertising Injury Liability, such payments will not be deemed to be damages for "personal and advertising injury" and will not reduce the limits of insurance. K. Supplementary Payments The following changes apply to Supplementary Payments—Coverages A and B: Paragraphs 1.b.and 1.d. are replaced by the following: U-GL-1345-B CW(04/13) Page 6 of 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. b. Up to $2,500 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit", including actual loss of earnings up to$500 a day because of time off from work. L. Broadened Property Damage 1. Property Damage to Contents of Premises Rented Short-Term The paragraph directly following Paragraph (6) in Exclusion j. of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to premises (other than damage by "specific perils"), including "property damage" to the contents of such premises, rented to you under a rental agreement for a period of 14 or fewer consecutive days. A separate Limit of Insurance applies to Damage to Premises Rented to You as described in Section III—Limits Of Insurance. 2. Elevator Property Damage a. The following is added to Exclusion j. of Section I — Coverage A — Bodily Injury And Property Damage Liability: Paragraphs (3) and (4) of this exclusion do not apply to "property damage" arising out of the use of an elevator at premises you own, rent or occupy. b. The following is added to Section III—Limits Of Insurance: Subject to Paragraph 5. above, the most we will pay under Coverage A for damages because of "property damage" to property loaned to you or personal property in the care, custody or control of the insured arising out of the use of an elevator at premises you own, rent or occupy is $25,000 per"occurrence". 3. Property Damage to Borrowed Equipment a. The following is added to Exclusion j. of Section I — Coverage A — Bodily Injury And Property Damage Liability: Paragraph(4)of this exclusion does not apply to"property damage" to equipment you borrow from others at a jobsite. b. The following is added to Section III—Limits Of Insurance: Subject to Paragraph 5. above, the most we will pay under Coverage A for damages because of "property damage"to equipment you borrow from others is$25,000 per"occurrence". M. Expected or Intended Injury or Damage Exclusion a. of Section I—Coverage A—Bodily Injury And Property Damage Liability is replaced by the following: a. Expected Or Intended Injury Or Damage Bodily injury" or"property damage"expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property_ N. Definitions—Bodily Injury The"property damage"definition under the Definitions Section is replaced by the following: Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock,fright or death sustained by that person which results from that bodily injury,sickness or disease. O. Insured Status—Amateur Athletic Participants Section II — Who Is An Insured is amended to include as an insured any person you sponsor while participating in amateur athletic activities. However, no such person is an insured for: a. "Bodily injury"to: 1) Your "employee", "volunteer worker" or any person you sponsor while participating in such amateur athletic activities; or U-GL-1345-B CW(04113) Page 7 of 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 2) You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company)while participating in such amateur athletic activities;or b. "Property damage" to property owned by, occupied or used by, rented to, in the care, custody or control of, or over which the physical control is being exercised for any purpose by: 1) Your"employee", 'volunteer worker"or any person you sponsor; or 2) You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). P. Non-Owned Aircraft,Auto and Watercraft Exclusion g. of Section I -Coverage A-Bodily Injury And Property Damage Liability is replaced by the following: g. Aircraft, Auto Or Watercraft Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto"or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the"occurrence"which caused the "bodily injury"or "property damage" involved the ownership,maintenance, use or entrustment to others of any aircraft,"auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: 1) A watercraft while ashore on premises you own or rent; 2) A watercraft you do not own that is: a) Less than 51 feet long; and b) Not being used to carry persons for a charge, 3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; 4) Liability assumed under any"insured contract"for the ownership, maintenance or use of aircraft or watercraft; 5) An aircraft that is hired or chartered by you or loaned to you, with a paid and licensed crew, and is not owned in whole or in part by an insured; or 6) "Bodily injury"or"property damage"arising out of: a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of"mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged; or b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of mobile equipment". Q. Definitions—Leased Worker, Temporary Worker and Labor Leasing Firm 1. The "leased worker" and "temporary worker" definitions under the Definitions Section are replaced by the following: Leased worker" means a person leased to you by a"labor leasing firm" under a written agreement between you and the "labor leasing firm", to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". Temporary worker" means a person who is furnished to you to support or supplement your work force during employee" absences, temporary skill shortages, upturns or downturns in business or to meet seasonal or short- term workload conditions. 'Temporary worker" does not include a "leased worker". 2. The following definition is added to the Definitions Section: Labor leasing firm"means any person or organization who hires out workers to others, including any: a. Employment agency, contractor or services; b. Professional employer organization; or U-GL-1345-B CW(04/13) Page 8 of 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. c. Temporary help service. R. Definition—Mobile Equipment Paragraph f. of the "mobile equipment"definition under the Definitions Section is replaced by the following: f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment, exceeding a combined gross vehicle weight of 1000 pounds, are not"mobile equipment" but will be considered "autos": 1) Equipment designed primarily for: a) Snow removal; b) Road maintenance, but not construction or resurfacing; or c) Street cleaning; 2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and 3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. S. Definitions —Your Product and Your Work The"your product"and"your work"definitions under the Definitions Section are replaced by the following: Your product": a. Means: 1) Any goods or products, other than real property, manufactured,sold, handled, distributed or disposed of by: a) You; b) Others trading under your name;or c) A person or organization whose business or assets you have acquired; and 2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: 1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance, use, handling, maintenance, operation or safety of"your product"; and 2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. Your work": a. Means: 1) Work, services or operations performed by you or on your behalf; and 2) Materials, parts or equipment furnished in connection with such work, services or operations. b. Includes: 1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance, use, handling, maintenance, operation or safety of"your work";and 2) The providing of or failure to provide warnings or instructions. T. Priority Condition The following paragraph is added to Section III—Limits Of Insurance: U-GL-1345-B CW(04113) Page 9of12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. In the event a claim is made or"suit"is brought against more than one insured seeking damages because of"bodily injury"or "property damage"caused by the same "occurrence"or"personal and advertising injury"caused by the same offense,we will apply the Limits of Insurance in the following order: a) You; b) Your "executive officers", partners, directors, stockholders, members, managers (if you are a limited liability company)or"employees"; and c) Any other insured in any order that we choose. U. Duties in the Event of Occurrence, Offense, Claim or Suit Condition The following paragraphs are added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV—Commercial General Liability Conditions: Notice of an "occurrence" or of an offense which may result in a claim under this insurance or notice of a claim or suit" shall be given to us as soon as practicable after knowledge of the "occurrence", offense, claim or "suit" has been reported to any insured listed under Paragraph 1. of Section II—Who Is An Insured or an "employee"authorized by you to give or receive such notice. Knowledge by other "employees" of an "occurrence", offense, claim or "suit" does not imply that you also have such knowledge. In the event that an insured reports an "occurrence" to the workers compensation carrier of the Named Insured and this "occurrence" later develops into a General Liability claim, covered by this Coverage Part, the insured's failure to report such "occurrence" to us at the time of the "occurrence" shall not be deemed to be a violation of this Condition. You must, however, give us notice as soon as practicable after being made aware that the particular claim is a General Liability rather than a Workers Compensation claim. V. Other Insurance Condition Paragraphs 4.a. and 4.b.(1) of the Other Insurance Condition of Section IV — Commercial General Liability Conditions are replaced by the following: 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part,our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then,we will share with all that other insurance by the method described in Paragraph c. below. However, this insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: 1) The additional insured is a Named Insured under such other insurance; and 2) You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. Other insurance includes any type of self insurance or other mechanism by which an insured arranges for funding of its legal liabilities. b. Excess Insurance 1) This insurance is excess over: a) Any of the other insurance, whether primary,excess, contingent or on any other basis: i) That is property insurance, Builder's Risk, Installation Risk or similar coverage for"your work"; ii) That is property insurance purchased by you (including any deductible or self insurance portion thereof) to cover premises rented to you or temporarily occupied by you with permission of the owner; iii)That is insurance purchased by you (including any deductible or self insurance portion thereof)to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; U-GL-1345-B CW(04113) Page 10 of 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. iv) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I —Coverage A — Bodily Injury And Property Damage Liability; or v) That is property insurance (including any deductible or self insurance portion thereof) purchased by you to cover damage to: Equipment you borrow from others;or Property loaned to you or personal property in the care, custody or control of the insured arising out of the use of an elevator at premises you own, rent or occupy. b) Any other primary insurance (including any deductible or self insurance portion thereof) available to the insured covering liability for damages arising out of the premises, operations, products, work or services for which the insured has been granted additional insured status either by policy provision or attachment of any endorsement. Other primary insurance includes any type of self insurance or other mechanism by which an insured arranges for funding of its legal liabilities. c) Any of the other insurance,whether primary, excess,contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. W. Unintentional Failure to Disclose All Hazards Paragraph 6. Representations of Section IV — Commercial General Liability Conditions is replaced by the following: 6. Representations By accepting this policy, you agree: 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. Coverage will continue to apply if you unintentionally: a. Fail to disclose all hazards existing at the inception of this policy;or b. Make an error, omission or improper description of premises or other statement of information stated in this policy. You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to inception of this Coverage Part. X. Waiver of Right of Subrogation Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Commercial General Liability Conditions is replaced by the following: 8. Transfer Of Rights Of Recovery Against Others To Us a. 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. b. If the insured waives its right to recover payments for injury or damage from another person or organization in a written contract executed prior to a loss,we waive any right of recovery we may have against such person or organization because of any payment we have made under this Coverage Part The written contract will be considered executed when the insured's performance begins,or when it is signed,whichever happens first. This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. U-GL-1345-B CW(041131 Page 11 of 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Y. Liberalization Condition The following condition is added to Section IV—Commercial General Liability Conditions: Liberalization Clause If we revise this Coverage Part to broaden coverage without an additional premium charge, your policy will automatically provide the additional coverage as of the day the revision is effective in the state shown in the mailing address of your policy. All other terms and conditions of this policy remain unchanged. U-GL-1345-B CW(04113) Page 12 of 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 0 Additional Insured —Automatic — Owners, Lessees Or ZURICH Policy No.Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. GL00381005 107/01/2016 07/01/2017 07/01/2016 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: Consolidated Engineering Labs and Engineering&Testing Services Address (including ZIP Code): 2001 Crow Canyon Road 4100 San Ramon, CA 94583 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section II —Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury"caused, in whole or in part, by: 1. Your acts or omissions;or 2. The acts or omissions of those acting on your behalf, in the performance of your ongoing operations or "your work" as included in the "products-completed operations hazard",which is the subject of the written contract or written agreement. However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to: Bodily injury", "property damage" or"personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services including: a. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders,change orders or drawings and specifications;or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. U-GL-1175-F CW(04f13) Page 1 of 2 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. C. The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions: The additional insured must see to it that: 1. We are notified as soon as practicable of an"occurrence" or offense that may result in a claim; 2. We receive written notice of a claim or"suit"as soon as practicable; and 3. A request for defense and indemnity of the claim or"suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. For the purposes of the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition 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, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same"occurrence", offense, claim or"suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primary and non- contributory basis. E. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. F. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section III— Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the written contract or written agreement referenced in Paragraph A. of this endorsement; or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms and conditions of this policy remain unchanged. U-GL-1175-F CW(04/13) Page 2 of 2 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Other Insurance Amendment — Primary And Non- Contributory ZURICH Policy No.Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. GL00381005 07/01/2016 07/01/2017 07/01/2016 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: Consolidated Engineering Labs and Engineering &Testing Services Address (including ZIP Code):2001 Crow Canyon Road#100 San Ramon, CA 94583 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part 1. The following paragraph is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: This insurance is primary insurance to and will not seek contribution from any other insurance available to an additional insured under this policy provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition 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, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. All other terms and conditions of this policy remain unchanged. U-GL-1327-B CW(04/13) Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 0 Coverage Extension Endorsement ZURICH Pdicy No.Eff. Date of Pol. Exp. Date of Pd. Eff.Date of End. BAP0381006 07/01/2016 07/01/2017 07/01/2016 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Business Auto Coverage Form Motor Carrier Coverage Form A. Amended Who Is An Insured 1. The following is added to the Who Is An Insured Provision in Section II—Covered Autos Liability Coverage: The following are also"insureds": a. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow for acts performed within the scope of employment by you. Any "employee" of yours is also an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission,while performing duties related to the conduct of your business. b. Anyone volunteering services to you is an "insured" while using a covered "auto" you don't own, hire or borrow to transport your clients or other persons in activities necessary to your business. c. Anyone else who furnishes an"auto"referenced in Paragraphs A.1.a.and A.1.b. in this endorsement. d. Where and to the extent permitted by law, any person(s) or organization(s)where required by written contract or written agreement with you executed prior to any "accident", including those person(s) or organization(s) directing your work pursuant to such written contract or written agreement with you, provided the "accident" arises out of operations governed by such contract or agreement and only up to the limits required in the written contract or written agreement, or the Limits of Insurance shown in the Declarations,whichever is less. 2. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance—Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form: Coverage for any person(s) or organization(s), where required by written contract or written agreement with you executed prior to any"accident",will apply on a primary and non-contributory basis and any insurance maintained by the additional "insured"will apply on an excess basis. However, in no event will this coverage extend beyond the terms and conditions of the Coverage Form. B. Amendment—Supplementary Payments Paragraphs a.(2) and a.(4) of the Coverage Extensions Provision in Section II — Covered Autos Liability Coverage are replaced by the following: 2) Up to $5,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an accident"we cover. We do not have to furnish these bonds. 4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. U-CA-424-F CW(04/14) Page 1 of 6 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. C. Fellow Employee Coverage The Fellow Employee Exclusion contained in Section II—Covered Autos Liability Coverage does not apply. D. Driver Safety Program Liability and Physical Damage Coverage 1. The following is added to the Racing Exclusion in Section II—Covered Autos Liability Coverage: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. 2. The following is added to Paragraph 2. in the Exclusions of Section Ill — Physical Damage Coverage of the Business Auto Coverage Form and Paragraph 2.b. in the Exclusions of Section IV — Physical Damage Coverage of the Motor Carrier Coverage Form: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. E. Lease or Loan Gap Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Lease Or Loan Gap Coverage In the event of a total"loss" to a covered "auto", we will pay any unpaid amount due on the lease or loan for a covered auto", less: a. Any amount paid under the Physical Damage Coverage Section of the Coverage Form; and b. Any: 1) Overdue lease or loan payments at the time of the "loss"; 2) Financial penalties imposed under a lease for excessive use,abnormal wear and tear or high mileage; 3) Security deposits not returned by the lessor; 4) Costs for extended warranties, credit life insurance, health, accident or disability insurance purchased with the loan or lease; and 5) Carry-over balances from previous leases or loans_ F. Towing and Labor Paragraph A.2. of the Physical Damage Coverage Section is replaced by the following: We will pay up to $75 for towing and labor costs incurred each time a covered "auto" of the private passenger type is disabled. However, the labor must be performed at the place of disablement. G. Extended Glass Coverage The following is added to Paragraph A.3.a. of the Physical Damage Coverage Section: If glass must be replaced, the deductible shown in the Declarations will apply. However, if glass can be repaired and is actually repaired rather than replaced, the deductible will be waived. You have the option of having the glass repaired rather than replaced. H. Hired Auto Physical Damage—Increased Loss of Use Expenses The Coverage Extension for Loss Of Use Expenses in the Physical Damage Coverage Section is replaced by the following: Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or written rental agreement. We will pay for loss of use expenses if caused by: U-CA-424-F CW(04114) Page 2 of 6 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered auto"; 2) Specified Causes Of Loss only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered"auto"; or 3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered"auto". However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of$3000. I. Personal Effects Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Personal Effects Coverage a. We will pay up to$750 for"loss" to personal effects which are: 1) Personal property owned by an"insured"; and 2) In or on a covered"auto". b. Subject to Paragraph a.above, the amount to be paid for"loss"to personal effects will be based on the lesser of: 1) The reasonable cost to replace; or 2) The actual cash value. c. The coverage provided in Paragraphs a. and b. above, only applies in the event of a total theft of a covered auto". No deductible applies to this coverage. However, we will not pay for "loss" to personal effects of any of the following: 1) Accounts, bills, currency, deeds, evidence of debt, money, notes, securities, or commercial paper or other documents of value. 2) Bullion, gold, silver, platinum, or other precious alloys or metals; furs or fur garments; jewelry, watches, precious or semi-precious stones. 3) Paintings,statuary and other works of art. 4) Contraband or property in the course of illegal transportation or trade. 5) Tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. Any coverage provided by this Provision is excess over any other insurance coverage available for the same "loss". J. Tapes, Records and Discs Coverage 1. The Exclusion in Paragraph B.4.a. of Section III — Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph B.2.c. of Section IV— Physical Damage Coverage in the Motor Carrier Coverage Form does not apply. 2. The following is added to Paragraph 1.a. Comprehensive Coverage under the Coverage Provision of the Physical Damage Coverage Section: We will pay for "loss" to tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. We will pay only if the tapes, records, discs or other similar audio, visual or data electronic devices: a) Are the property of an "insured"; and b) Are in a covered"auto"at the time of"loss". The most we will pay for such "loss" to tapes, records, discs or other similar devices is $500. The Physical Damage Coverage Deductible Provision does not apply to such"loss". U-CA-424-F CW(04/14) Page 3 of 6 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. K. Airbag Coverage The Exclusion in Paragraph B.3.a. of Section III—Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph B.4.a. of Section IV— Physical Damage Coverage in the Motor Carrier Coverage Form does not apply to the accidental discharge of an airbag. L. Two or More Deductibles The following is added to the Deductible Provision of the Physical Damage Coverage Section: If an accident is covered both by this policy or Coverage Form and by another policy or Coverage Form issued to you by us, the following applies for each covered"auto" on a per vehicle basis: 1. If the deductible on this policy or Coverage Form is the smaller(or smallest)deductible, it will be waived; or 2. If the deductible on this policy or Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller(or smallest)deductible. M. Physical Damage—Comprehensive Coverage—Deductible The following is added to the Deductible Provision of the Physical Damage Coverage Section: Regardless of the number of covered"autos"damaged or stolen, the maximum deductible that will be applied to Comprehensive Coverage for all "loss"from any one cause is $5,000 or the deductible shown in the Declarations, whichever is greater. N. Temporary Substitute Autos—Physical Damage 1. The following is added to Section I—Covered Autos: Temporary Substitute Autos— Physical Damage If Physical Damage Coverage is provided by this Coverage Form on your owned covered "autos", the following types of vehicles are also covered"autos"for Physical Damage Coverage: Any "auto" you do not own when used with the permission of its owner as a temporary substitute for a covered auto"you do own but is out of service because of its: 1. Breakdown; 2. Repair; 3. Servicing; 4. "Loss"; or 5. Destruction. 2. The following is added to the Paragraph A. Coverage Provision of the Physical Damage Coverage Section: Temporary Substitute Autos— Physical Damage We will pay the owner for"loss"to the temporary substitute "auto" unless the "loss" results from fraudulent acts or omissions on your part. If we make any payment to the owner, we will obtain the owner's rights against any other party. The deductible for the temporary substitute "auto" will be the same as the deductible for the covered "auto" it replaces. O. Amended Duties In The Event Of Accident,Claim, Suit Or Loss Paragraph a.of the Duties In The Event Of Accident, Claim, Suit Or Loss Condition is replaced by the following: a. In the event of"accident", claim, "suit" or `loss", you must give us or our authorized representative prompt notice of the "accident", claim, "suit" or "loss". However, these duties only apply when the "accident", claim, "suit" or loss" is known to you (if you are an individual), a partner(if you are a partnership), a member(if you are a limited liability company) or an executive officer or insurance manager (if you are a corporation). The failure of any U-CA-424-F CW(04/14) Page 4 of 6 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. agent, servant or employee of the "insured"to notify us of any"accident", claim, "suit"or"loss" shall not invalidate the insurance afforded by this policy. Include, as soon as practicable: 1) How, when and where the "accident" or "loss" occurred and if a claim is made or "suit" is brought, written notice of the claim or"suit" including, but not limited to, the date and details of such claim or"suit"; 2) The "insured's"name and address; and 3) To the extent possible, the names and addresses of any injured persons and witnesses. If you report an "accident", claim, "suit" or "loss" to another insurer when you should have reported to us, your failure to report to us will not be seen as a violation of these amended duties provided you give us notice as soon as practicable after the fact of the delay becomes known to you. P. Waiver of Transfer Of Rights Of Recovery Against Others To Us The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: This Condition does not apply to the extent required of you by a written contract, executed prior to any "accident" or loss", provided that the "accident" or "loss"arises out of operations contemplated by such contract. This waiver only applies to the person or organization designated in the contract. Q. Employee Hired Autos— Physical Damage Paragraph b. of the Other Insurance Condition in the Business Auto Coverage Form and Paragraph f. of the Other Insurance—Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form are replaced by the following: For Hired Auto Physical Damage Coverage, the following are deemed to be covered"autos"you own: 1) Any covered "auto"you lease, hire, rent or borrow; and 2) Any covered "auto"hired or rented under a written contract or written agreement entered into by an "employee"or elected or appointed official with your permission while being operated within the course and scope of that employee's"employment by you or that elected or appointed official's duties as respect their obligations to you. However, any "auto"that is leased, hired, rented or borrowed with a driver is not a covered"auto". R. Unintentional Failure to Disclose Hazards The following is added to the Concealment, Misrepresentation Or Fraud Condition: However, we will not deny coverage under this Coverage Form if you unintentionally: 1) Fail to disclose any hazards existing at the inception date of this Coverage Form; or 2) Make an error, omission, improper description of"autos"or other misstatement of information. You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to the acceptance of this policy. S. Hired Auto—World Wide Coverage Paragraph 7a.(5) of the Policy Period,Coverage Territory Condition is replaced by the following: 5) Anywhere in the world if a covered"auto"is leased, hired, rented or borrowed for a period of 60 days or less, T. Bodily Injury Redefined The definition of"bodily injury" in the Definitions Section is replaced by the following: Bodily injury" means bodily injury, sickness or disease, sustained by a person including death or mental anguish, resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease. U-CA-424-F CW(04114) Page 5 of 6 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. U. Expected Or Intended Injury The Expected Or Intended Injury Exclusion in Paragraph B. Exclusions under Section II—Covered Auto Liability Coverage is replaced by the following: Expected Or Intended Injury Bodily injury" or "property damage" expected or intended from the standpoint of the "insured". This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. V. Physical Damage—Additional Temporary Transportation Expense Coverage Paragraph A.4.a. of Section III—Physical Damage Coverage is replaced by the following: 4. Coverage Extensions a. Transportation Expenses We will pay up to $50 per day to a maximum of$1,000 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its loss". W. Replacement of a Private Passenger Auto with a Hybrid or Alternative Fuel Source Auto The following is added to Paragraph A. Coverage of the Physical Damage Coverage Section: In the event of a total "loss" to a covered "auto" of the private passenger type that is replaced with a hybrid "auto" or auto" powered by an alternative fuel source of the private passenger type, we will pay an additional 10% of the cost of the replacement "auto", excluding tax, title, license, other fees and any aftermarket vehicle upgrades, up to a maximum of$2500. The covered "auto" must be replaced by a hybrid "auto" or an "auto" powered by an alternative fuel source within 60 calendar days of the payment of the "loss" and evidenced by a bill of sale or new vehicle lease agreement. To qualify as a hybrid "auto", the "auto" must be powered by a conventional gasoline engine and another source of propulsion power. The other source of propulsion power must be electric, hydrogen, propane, solar or natural gas, either compressed or liquefied. To qualify as an "auto" powered by an alternative fuel source, the "auto" must be powered by a source of propulsion power other than a conventional gasoline engine. An "auto" solely propelled by biofuel, gasoline or diesel fuel or any blend thereof is not an"auto" powered by an alternative fuel source. X. Return of Stolen Automobile The following is added to the Coverage Extension Provision of the Physical Damage Coverage Section: If a covered 'auto" is stolen and recovered, we will pay the cost of transport to return the "auto" to you. We will pay only for those covered "autos"for which you carry either Comprehensive or Specified Causes of Loss Coverage. All other terms, conditions, provisions and exclusions of this policy remain the same. U-CA-424-F CW(04/14) Page 6 of 6 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any party which is required by written contract This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. Policy No.WC0381004 Insured: Consolidated Engineering Labs and Engineering Testing Services Insurance Company: Zurich Insurance Company Countersigned by Seat gecuet WC124(4-84) Page 1 of 1 WC 00 03 13 Copyright 1983 National Council on Compensation Insurance, Inc. Uniform Forms'-"" CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND DKS THIS AGREEMENT for consulting services is made by and between the City of Dublin("City")and DKS,("Consultant")as of July 1,2014. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement,Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2016,the date of completion specified in Exhibit A,and Consultant shall complete the work described in Exhibit A prior to that date,unless the term of the Agreement is otherwise terminated or extended,as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement,as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial,first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City,in its sole discretion, at any time during the term of this Agreement,desires the reassignment of any such persons, Consultant shall,immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal,regarding the amount of compensation,the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consulting Services Agreement between June 17,2014 City of Dublin and DKS Page 1 of 16 Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently,the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents,and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often-than once a month during the term of this Agreement,based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: Serial identifications of progress bills;i.e.,Progress Bill No. 1 for the first invoice, etc.; The beginning and ending dates of the billing period; A Task Summary containing the original contract amount,the amount of prior billings, the total due this period,the balance available under the Agreement,and the percentage of completion; At City's option,for each work item in each task,a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work,the hours spent by each person,a brief description of the work, and each reimbursable expense; The total number of hours of work performed under the Agreement by Consultant and each employee,agent,and subcontractor of Consultant performing services hereunder,as well as a separate notice when the total number of hours of work by Consultant and any individual employee,agent,or subcontractor of Consultant reaches or exceeds 800 hours,which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 2.2 Monthly Payment, City shall make monthly payments,based on invoices received,for services satisfactorily performed,and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last 10%of the total sum due pursuant to this Agreement within sixty(60)days after completion of the services and submittal to City of a final invoice,if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra,further,or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, Consulting Services Agreement between June 17,2014 City of Dublin and DKS Page 2 of 16 unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the following fee schedule: 2.6 Reimbursable Expenses. Reimbursable expenses are specified in the Consultants Proposal. Expenses not listed are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8,the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.10 Rate Adjustments. Consultant will be entitled to an annual rate adjustment upon each annual anniversary of this Agreement, the amount of said increase to be approved by the City. The base for computing the adjustment shall be the Consumer Price Index for Urban Wage Earners for the San Francisco-Oakland Bay Area published by the U.S.Department of Labor,Bureau of Labor Statistics(Index)which is published for the year ending in December. If the Index has increased over the Index for the prior year,the rates for the following year shall be established by multiplying the rates for the current year by a fraction,the numerator of which is the Renewal Index and the denominator of which is the Index for the preceding year. In no case shall the adjusted rates be less than the initial rates as set forth in Exhibit B. A sample calculation is set forth below. The Public Works Director shall calculate the adjusted rate on each anniversary date of this agreement and shall provide notice to Consultant of such new rates. SAMPLE CALCULATION: (Using 1%index increase as an example) HOURLY CHARGE RATE 150.00/hr INDEX INCREASE(Assuming 1%) 150 x.01 =1.50 1.50/hr 151.50/hr Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense,provide all facilities and equipment that may be necessary to perform the services Consulting Services Agreement between June 17,2014 City of Dublin and DKS Page 3 of 16 required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section,and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks,filing cabinets,and conference space,as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location,quantity,and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense,including but not limited to computer,long-distance telephone or other communication charges,vehicles,and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant,at its own cost and expense,shall procure"occurrence coverage"insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents,representatives,employees,and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s)and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers'Compensation. Consultant shall,at its sole cost and expense,maintain Statutory Workers'Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00)per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements,but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator.The insurer,if insurance is provided,or the Consultant,if a program of self-insurance is provided,shall waive all rights of subrogation against the City and its officers,officials,employees,and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30) days'prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant,at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00) Consulting Services Agreement between June 17,2014 City of Dublin and DKS Page 4 of 16 per occurrence,combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to,protection against claims arising from bodily and personal injury, including death resulting therefrom,and damage to property resulting from activities contemplated under this Agreement,including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88)or Insurance Services Office form number GL 0002(ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9("any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers,employees,agents,and volunteers shall be covered as additional insureds with respect to each of the following:liability arising out of activities performed by or on behalf of Consultant,including the insured's general supervision of Consultant;products and completed operations of Consultant;premises owned,occupied,or used by Consultant;and automobiles owned,leased,or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers,employees, agents,or volunteers. b. The insurance shall cover on an occurrence or an accident basis,and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers,officials,employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees,agents,and volunteers. Consulting Services Agreement between June 17,2014 City of Dublin and DKS Page 5 of 16 e. An endorsement shall state that coverage shall not be canceled except after thirty(30)days'prior written notice by certified mail,return receipt requested,has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense,shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended,voided, canceled by either party,reduced in coverage or in limits,except after thirty(30) days'prior written notice by certified mail,return receipt requested,has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work,so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement,Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise,at the Consultant's sole cost and expense,any extended reporting provisions of the policy,if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. Consulting Services Agreement between June 17,2014 City of Dublin and DKS Page 6 of 16 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests'rating of no less than A:VIl. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete,certified copies of all required insurance policies,at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements,upon a determination that the coverages,scope, limits,and forms of such insurance are either not commercially available,or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement,only upon the prior express written authorization of Contract Administrator,Consultant may increase such deductibles or self-insured retentions with respect to City,its officers,employees,agents,and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond,guaranteeing payment of losses and related investigations,claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverage, In the event that any coverage required by this section is reduced,limited,or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required,City may,at its sole option exercise any of the following remedies,which Consulting Services Agreement between June 17,2014 City of Dublin and DKS Page 7 of 16 are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder,or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof;and/or Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify,defend with counsel selected by the City,and hold harmless the City and its officials,officers, employees,agents,and volunteers from and against any and all losses,liability,claims,suits,actions, damages,and causes of action arising out of any personal injury,bodily injury,loss of life,or damage to property,or any violation of any federal,state,or municipal law or ordinance,to the extent caused,in whole or in part,by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors,or agents,by acts for which they could be held strictly liable,or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when(1)the injury, loss of life, damage to property,or violation of law arises wholly from the negligence or willful misconduct of the City or its officers,employees,agents,or volunteers and (2)the actions of Consultant or its employees, subcontractor,or agents have contributed in no part to the injury,loss of life,damage to property,or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement,Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee,agent,or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System(PERS)to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify,defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents,or subcontractors,as well as for the payment of any penalties and interest on such contributions,which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement,Consultant shall be an independent contractor and shall not be an employee of-City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; Consulting Services Agreement between June 17,2014 City of Dublin and DKS Page 8 of 16 however,otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City,state,or federal policy,rule, regulation,law,or ordinance to the contrary,Consultant and any of its employees,agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to,any compensation,benefit,or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System PERS)as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority,express or implied,to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,express or implied,pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees,agents, and any subcontractors have all licenses,permits,qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall,at their sole cost and expense,keep in effect at all times during the term of this Agreement any licenses,permits,and approvals that are legally required to practice their respective professions. In addition to the foregoing,Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the basis of a person's race,religion,color,national origin,age,physical or mental handicap or disability, medical condition,marital status,sex,or sexual orientation,against any employee, applicant for employment,subcontractor,bidder for a subcontract,or participant in,recipient of,or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal,state,and local laws, policies,rules,and requirements related to equal opportunity and nondiscrimination in employment,contracting,and the provision of any services that are the subject of this Consulting Services Agreement between June 17,2014 City of Dublin and DKS Page 9 of 16 Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty(30)days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination,Consultant shall be entitled to compensation for services performed to the effective date of termination;City,however,may condition payment of such compensation upon Consultant delivering to City any or all documents,photographs, computer software,video and audio tapes,and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may,in its sole and exclusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement,as provided for herein. Consultant understands and agrees that,if City grants such an extension,City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly,unless authorized by the Contract Administrator,City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8,3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence,experience,and specialized personal knowledge. Moreover,a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator, 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Consulting Services Agreement between June 17,2014 City of Dublin and DKS Page 10 of 16 8.6 Options upon Breach by Consultant. if Consultant materially breaches any of the terms of this Agreement,City's remedies shall included,but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans,specifications,drawings,reports,design documents,and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the reasonable cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data,maps, models,charts,studies,surveys,photographs,memoranda,plans,studies;specifications, records,files,or any other documents or materials,in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above,prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City,all data,plans,specifications,reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account,invoices,vouchers,canceled checks,and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years,or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection,audit, and/or copying at any time during regular business hours,upon oral or written request of the City. Under California Government Code Section 8546.7,if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor,at the request of City or as part of any audit of the City,for a period of three(3)years after final payment under the Agreement. Consulting Services Agreement between June 17,2014 City of Dublin and DKS Page 11 of 16 Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief,to enforce or interpret the provision of this Agreement,the prevailing' party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement,the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable,the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products., Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients,but none whose activities within the corporate limits of City or whose business,regardless of location,would place Consultant in a"conflict of interest,"as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 of seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now,nor has it been in the previous twelve(12) months,an employee,agent,appointee,or official of the City. If Consultant was an employee,agent,appointee,or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that,if this Agreement is made in violation of Government Code§1090 ef.seq.,the entire Agreement is void and Consultant will not be Consulting Services Agreement between June 17,2014 City of Dublin and DKS Page 12 of 16 entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses,and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that,in addition to the foregoing,it may be subject to criminal prosecution for a violation of Government Code§1090 and, if applicable,will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting,focus group, . or interview related to this Agreement,either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the Public Works Director("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his designee. 10.10 Notices. Any written notice to Consultant shall be sent to: DKS Kevin Fehon,Principal 1970 Broadway,Suite 740 Oakland CA 94612 Any written notice to City shall be sent to: Gary Huisingh,Public Works Director City of Dublin Public Works 100 Civic Plaza Dublin CA 94568 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report,first page of design specifications,and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled Seal and Signature of Registered Professional with report/design responsibility,"as in the following example. j Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement,including the scope of work attached hereto and incorporated herein as Exhibit A,and including the compensation schedule attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, ti representations,or agreements,either written or oral. Consulting Services Agreement between June 17,2014 City of Dublin and DKS Page 13 of 16 ii CITY OF DUBLIN DKS Alf C lsto•er L.Foss,City onager Kevin Fehon,Principal Attest: 644 p. Caroline Soto,City Clerk Approved as to Form: Jo akker,City Attorney G:ICONSULTANTSIDKS12014-161DKS agmt engineering services.doc Consulting Services Agreement between June 17,2014 City of Dublin and DKS Page 14 of 16 EXHIBIT A SCOPE OF SERVICES ON.CALL ENGINEERING SERVICES The scope of service under this on-call engineering services agreement includes the following: Transportation Planning 1. Implement current transportation policies in General Plan, including LOS analyses for City's multimodal functional classification system. 2. Street circulation planning and design. 3. Bicycle facility planning and design. 4. Pedestrian facility planning and design. 5. Transit planning,design and operations. 6. Transportation systems management/transportation demand management strategies. 7. Traffic calming assessment and design. 8. Assist with environmental studies. 9. Data collection for all transportation modes;including but not limited to traffic counts, vehicle classification counts,parking surveys,origin-destination surveys,GPS data collection,and assessment of existing conditions. 10. Cost estimates(planning level). 11. Public outreach—Tasks may include developing materials for the public. This may include content for the City's web site. 12. Preparation of grant applications. 13. Preparation of plan documents. 14. Feasibility studies--all modes. 15. GPS field data collection,inventory management,and GIS integration. 16. Traffic Sign Retroreflectivity standards implementation and traffic sign inventory data management. 17. Implementation of transportation Asset Management and Customization. Consulting Services Agreement between June 17,2014 City of Dublin and DKS Page 15 of 16 EXHIBIT B COMPENSATION SCHEDULE City shall pay Consultant for work to be performed pursuant to this Agreement per the Fee Schedule entitled,"Fee Schedule,"attached hereto Consulting Services Agreement between June 17,2014 City of Dublin and DKS Page 16 of 16 1 D KS 1 Fee Schedule Effective January 1, 2014through December 31,2014, , - .`. ': ENGINEERS and PLANNERS TECIIMCIANS and SUPPORT STAFF Grade. Hourly Rate Grade Hourly Rate Tech Level Hourly Rate ilGrade 1 55.00 Grade 21 155.00 Tech Level A 35.00 Grade 2 60.00 Grade 22 160.00. Tech Level B 40.00 al Grade 3 65.00 Grade 23 165.00 _ Tech Level C 45.00 Grade 4 70.00 Grade 24 170.00 Tech Level D 50.00 Grade 5 75.00 Grade 25 175.00 Tech Level B 55.00 ii II Grade 6 80.00 Grade 26 180.00 Tech Level F 60.00 _ Grade 7 85.00 Grade 27 185.00 Tech Level G 65.00 Grade 8 90.00 Grade 28 190.00 Tech Level H 70.00 Grade 9 95.00 Grade 29 195.00 Tech Level I 75.00 Grade 10 100.00 Grade 30 200.00 Tech Level J 80.00 Grade 11 105.00 Grade 31 205.00 Tech Level K 85.00 Grade 12 110.00 Grade 32 210.00 Tech Level L 90.00 Grade 13 115.00 Grade 33 215.00 Tech Level M 95.00 Grade 14 120.00 Grade 34 220.00 Tech Level N 100.00 Grade 15 I25.00 Grade 35 • 225.00 Tech Level 0 105.00 Grade 16 130.00 Grade 36 230.00 Tech Level 1? 110.00 Grade 17 135.00 Grade 37 235.00 Tech Level Q 115.00 Grade 18 140.00 Grade 38 240.00 Tech Level R 120.00 Grade 19 145.00 Grade 39 245.00 Tech Level S 125.00 Grade 20 150.00 Grade 40 250.00 Project expenses will be billed at cost plus ten percent for service and handling. Project expenses include project- related costs such as reproduction through outside services,transportation,subsistence,delivery/postage,and vendor and subcontractor services. All invoices are due and payable within 30 days.of date of invoice. Invoices outstanding over 30 days will be assessed a 1 1/4 percent service charge,compounded,for each 30 days outstanding beyond the initial payment period. Service charges are not included in any agreement for maximum charges. Expert witness charges are available on request. 1 i Revised January 1,2014 p:Blcontractldks feesched 2014.doc AMENDMENT #1 TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND DKS ASSOCIATES WHEREAS, on July 1, 2014, the City of Dublin (hereinafter referred to as CITY") and DKS Associates (hereinafter referred to as "CONSULTANT") entered into a Consulting Services Agreement for Transportation Planning services (hereinafter referred to as the "AGREEMENT"); and WHEREAS, the existing AGREEMENT has a two-year term, expiring on June 30, 2016; and WHEREAS, the CITY and CONSULTANT now wish to amend the Agreement to extend the two-year term, amend invoicing terms and to amend conflict of interest language. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the AGREEMENT is amended as follows: 1) Section 1.1 Term of Services shall be rescinded in its entirety and replaced with the following: 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2018, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 2) Section 2.1 Invoices shall be rescinded in its entirety and replaced with the following: 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Contract shall be more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; The beginning and ending dates of the billing period; Amendment#1 To Consultant Services Agreement between City of Dublin and DKS ASSOCIATES MAY2016/DPW/NCMNERSIONI A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects, all hours must also be logged by project assignment o A brief description of the work, and each reimbursable expense A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 3) Paragraph 10.7 Conflict of Interest shall be rescinded in its entirety and replaced with the following: 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant Amendment#1 To Consultant Services Agreement between City of Dublin and DKS ASSOCIATES MAY2016/DPW/NCMNERSIONI understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. Principals and those performing work for City of Dublin may be required to submit a California Fair Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at www.fppc.ca.gov/index.php?id=500. 4) Except to the extent inconsistent with this First Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. Amendment#1 To Consultant Services Agreement between City of Dublin and DKS ASSOCIATES MAY2016/DPW/NCMNERSIONI IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the date and year first above written. CITY OF DUBLIN Dated: 2°.-A4 By: Chris Foss, City Manger ATTEST: By: a49 6 P4 Caroline Soto, City Clerk DKS ASSOCIATES Dated: 6/(0/l 6 By: Kevin Fehon, Principal Amendment#1 To Consultant Services Agreement between City of Dublin and DKS ASSOCIATES MAY2016/DPW/NCM/VERSION 1 ACED® DATE(MMlDD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 4/28/2016 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 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 Edgewood Partners Insurance Center PHONE Kim Coleman Berger FAX Lic#OB29370 A/C,No.Pet):916-576-1534 A/C.No); 916-583-7619 P.O. Box 13847 aDRESS:Kim.Coleman_Berger@epicbrokers.com Sacramento CA 95853 INSURER(S)AFFORDING COVERAGE 1 NAIC# INSURER A:Hartford Insurance of Midwest 37478 INSURED DKSASSOC INSURER B:Hartford Casualty Insurance Company 29424 DKS Associates INSURER c:Hartford Accident&Indemnity Compa 22357 1970 Broadway, Suite 740 INSURER D:Lloyds of London 85202OaklandCA94612-2219 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:222333440 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 TYPE OF INSURANCE ADDL-SUBR POLICY EFF POLICY EXP LIMITSLTRINSDWVDPOLICYNUMBERMM/DD/YYYY) (MM!DD/YYYY) A x 'COMMERCIAL GENERAL LIABILITY 57UUNVJ5164 i 5/1/2016 ' 5/1/2017 EACH OCCURRENCE I $1,000,000 CLAIMS-MADE X OCCUR I DAMAGE TO RENTED PREMISES(Ea occurrence) I $300,000 I X Ded$5,000 I MED EXP(Any one person)_ $10,000 I PERSONAL&ADVINJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X FELT 1 LOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER: A AUTOMOBILE LIABILITY 57UUNVJ5164 5/1/2016 5/1/2017 COMBINED SINGLE LIMIT $ Ea accident)1,000,000 j ANY AUTO BODILY INJURY(Per person) $ ALL OWNED —I SCHEDULED BODILY INJURY Per accidentAUTOSAUTOSaccident) $ X HIRED AUTOS x NON-OWNED PROPERTY DAMAGE AUTOS Per accident) No Owned Aut B X UMBRELLA LIAB X OCCUR 57XHUVJ3516 5/1/2016 5/1/2017 EACH OCCURRENCE 5,000,000 EXCESS LIAB CLAIMS-MADE I AGGREGATE 5,000,000 DED X RETENTION$$10,000 C WORKERS COMPENSATION 57WEGE0049 5/1/2016 5/1/2017 X i STATUTE EERH AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT 1,000,000 OFFICER/MEMBER EXCLUDED? Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 o Errors&Omissions BN300650K 5/1/2016 5/1/2017 Per Claim 2,000,000 Claims Made Aggregate 2,000,000 Retroactive Date 5/17/1979 Deductible 50,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re: All ContractsPWritten Agreements between the Certificate Holder and the Insured. Additional Insured: City of Dublin Public Works and its officers, Employees, agents, and volunteers.When required by written contract, Additional Insured status with primary coverage applies to General Liability and Automobile Liability and Waiver of Subrogation applies to General Liability,Automobile Liability, and Workers'Compensation, all per the attached endorsements. I CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Dublin Public Works THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 100 Civic Plaza ACCORDANCE WITH THE POLICY PROVISIONS. Dublin CA 94568 AUTHORIZED REPRESENTATIVE 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD Policy Number: 57UUNVJ5164 have all your rights and duties under this Coverage 5. Nonowned Watercraft Part. With respect to watercraft you do not own that is less e. Unnamed Subsidiary than 51 feet long and is not being used to carry Any subsidiary, and subsidiary thereof, of yours persons for a charge, any person is an insured while which is a legally incorporated entity of which you operating such watercraft with your permission. Any own a financial interest of more than 50% of the other person or organization responsible for the voting stock on the effective date of the Coverage conduct of such person is also an insured, but only Part. with respect to liability arising out of the operation of the watercraft, and only if no other insurance of anyTheinsuranceaffordedhereinforanysubsidiarykindisavailabletothatpersonororganizationforthis not named in this Coverage Part as a named liability.insured does not apply to injury or damage with respect to which an insured under this Coverage However, no person or organization is an insured with Part is also an insured under another policy or respect to: would be an insured under such policy but for its a. "Bodily injury" to a co-"employee" of the person termination or the exhaustion of its limits of operating the watercraft; or insurance. b. "Property damage"to property owned by, rented to, 3. Newly Acquired or Formed Organization in the charge of or occupied by you or the employer Any organization you newly acquire or form, other than of any person who is an insured under this a partnership, joint venture or limited liability company, provision. and over which you maintain financial interest of more 6. Additional Insureds When Required By Written than 50% of the voting stock, will qualify as a Named Contract, Written Agreement Or Permit Insured if there is no other similar insurance available The following person(s) or organization(s) are an to that organization. However:additional insured when you have agreed, in a written a. Coverage under this provision is afforded only until contract, written agreement or because of a permit the 180th day after you acquire or form the issued by a state or political subdivision, that such organization or the end of the policy period, person or organization be added as an additional whichever is earlier;insured on your policy, provided the injury or damage b. Coverage A does not apply to "bodily injury" or occurs subsequent to the execution of the contract or property damage" that occurred before you agreement. acquired or formed the organization; and A person or organization is an additional insured under c. Coverage B does not apply to "personal and this provision only for that period of time required by advertising injury" arising out of an offense the contract or agreement. committed before you acquired or formed the However, no such person or organization is an insured organization. under this provision if such person or organization is 4. Mobile Equipment included as an insured by an endorsement issued by With respect to "mobile equipment" registered in your us and made a part of this Coverage Part. name under any motor vehicle registration law, any a. Vendors person is an insured while driving such equipment Any person(s) or organization(s) (referred to below along a public highway with your permission. Any other as vendor), but only with respect to "bodily injury" person or organization responsible for the conduct of or "property damage" arising out of "your products" such person is also an insured, but only with respect to which are distributed or sold in the regular course liability arising out of the operation of the equipment, of the vendor's business and only if this Coverage and only if no other insurance of any kind is available Part provides coverage for "bodily injury" or to that person or organization for this liability. However, property damage" included within the "products- no person or organization is an insured with respect to: completed operations hazard". a. "Bodily injury" to a co-"employee" of the person 1) The insurance afforded the vendor is subject to driving the equipment; or the following additional exclusions: b. "Property damage" to property owned by, rented to, This insurance does not apply to: in the charge of or occupied by you or the employer a) "Bodily injury" or "property damage" for of any person who is an insured under this which the vendor is obligated to pay provision. damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; Page 10 of 18 HG 00 01 06 05 Policy Number: 57UUNVJ5164 b) Any express warranty unauthorized by you; c. Lessors of Land or Premises c) Any physical or chemical change in the Any person or organization from whom you lease product made intentionally by the vendor; land or premises, but only with respect to liability d) Repackaging, except when unpacked solely arising out of the ownership, maintenance or use of for the purpose of inspection, demonstration, that part of the land or premises leased to you. testing, or the substitution of parts under With respect to the insurance afforded these instructions from the manufacturer, and then additional insureds the following additional repackaged in the original container;exclusions apply: e) Any failure to make such inspections, This insurance does not apply to: adjustments, tests or servicing as the vendor 1. Any "occurrence" which takes place after youhasagreedtomakeornormallyundertakesceasetoleasethatland; or to make in the usual course of business, in connection with the distribution or sale of the 2. Structural alterations, new construction or products; demolition operations performed by or on behalf of such person or organization. f) Demonstration, installation, servicing or d. Architects, Engineers or Surveyorsrepairoperations, except such operations performed at the vendor's premises in Any architect, engineer, or surveyor, but only with connection with the sale of the product; respect to liability for "bodily injury", "property g) Products which, after distribution or sale by damage" or "personal and advertising injury" you, have been labeled or relabeled or used caused, in whole or in part, by your acts or as a container, part or ingredient of any omissions or the acts or omissions of those acting other thing or substance by or for the on your behalf: vendor; or 1) In connection with your premises; or h) "Bodily injury" or "property damage" arising 2) In the performance of your ongoing operations out of the sole negligence of the vendor for performed by you or on your behalf. its own acts or omissions or those of its With respect to the insurance afforded these employees or anyone else acting on its additional insureds, the following additional behalf. However, this exclusion does not exclusion applies: apply to: This insurance does not apply to "bodily injury",i) The exceptions contained in Sub- property damage" or "personal and advertising paragraphs(d) or(f); or injury" arising out of the rendering of or the failure ii) Such inspections, adjustments, tests or to render any professional services by or for you, servicing as the vendor has agreed to including: make or normally undertakes to make in 1. The preparing, approving, or failing to prepare the usual course of business, in or approve, maps, shop drawings, opinions, connection with the distribution or sale of reports, surveys, field orders, change orders or the products. drawings and specifications; or 2) This insurance does not apply to any insured 2. Supervisory, inspection, architectural or person or organization, from whom you have engineering activities. acquired such products, or any ingredient, part e. Permits Issued By State Or Politicalorcontainer, entering into, accompanying or containing such products. Subdivisions b. Lessors of Equipment Any state or political subdivision, but only with respect to operations performed by you or on your1) Any person or organization from whom you behalf for which the state or political subdivision lease equipment; but only with respect to their has issued a permit. liability for "bodily injury", "property damage" or With respect to the insurance afforded thesepersonalandadvertisinginjury" caused, in additional insureds, this insurance does not applywholeorinpart, by your maintenance, operation or use of equipment leased to you by such to: person or organization. 1) "Bodily injury", "property damage" or "personal 2) With respect to the insurance afforded to these and advertising injury" arising out of operations additional insureds this insurance does not performed for the state or municipality; or apply to any "occurrence" which takes place 2) "Bodily injury" or "property damage" included after the equipment lease expires. within the "products-completed operations hazard". HG 00 01 06 05 Page 11 of 18 Policy Number: 57UUNVJ5164 f. Any Other Party c. Persons or organizations making claims or bringing Any other person or organization who is not an suits insured under Paragraphs a. through e. above, but 2. General Aggregate Limit only with respect to liability for "bodily injury", The General Aggregate Limit is the most we will pay property damage" or "personal and advertising for the sum of: injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting a. Medical expenses under Coverage C; on your behalf: b. Damages under Coverage A, except damages 1) In the performance of your ongoing operations;because of "bodily injury" or "property damage" included in the "products-completed operations2) In connection with your premises owned by or hazard"; and rented to you; or c. Damages under Coverage B. 3) In connection with "your work" and included within the "products completed operations 3. Products-Completed Operations Aggregate Limit hazard", but only if The Products-Completed Operations Aggregate Limit a) The written contract or agreement requires is the most we will pay under Coverage A for damages you to provide such coverage to such because of "bodily injury" and "property damage" additional insured; and included in the "products-completed operations hazard". b) This Coverage Part provides coverage for 4. Personal and Advertising Injury Limitbodilyinjury" or"property damage" included g ry within the "products-completed operations Subject to 2. above, the Personal and Advertising hazard". Injury Limit is the most we will pay under Coverage B With respect to the insurance afforded to these for the sum of all damages because of all "personal additional insureds, this insurance does not apply and advertising injury" sustained by any one person or to: organization. 5. Each Occurrence Limitinjury", "property dams e" or "personal and advertising injury" arising out of the rendering of, or Subject to 2. or 3. above, whichever applies, the Each the failure to render, any professional architectural, Occurrence Limit is the most we will pay for the sum engineering or surveying services, including: of: 1) The preparing, approving, or failing to prepare a. Damages under Coverage A; and or approve, maps, shop drawings, opinions, b. Medical expenses under Coverage C reports, surveys, field orders, change orders or drawings and specifications; or because of all "bodily injury" and "property damage" 2) Supervisory, inspection, architectural or arising out of any one"occurrence". engineering activities. 6. Damage To Premises Rented To You Limit Subject to 5. above, the Damage To Premises Rented The limits of insurance that apply to additional insureds To You Limit is the most we will pay under Coverage A under this provision is described in Section III — Limits for damages because of"property damage" to any oneOfInsurance. premises, while rented to you, or in the case of How this insurance applies when other insurance is damage by fire, lightning or explosion, while rented to available to the additional insured is described in the you or temporarily occupied by you with permission of Other Insurance Condition in Section IV — Commercial the owner. General Liability Conditions. In the case of damage by fire, lightning or explosion,No person or organization is an insured with respect to the the Damage to Premises Rented To You Limit applies conduct of any current or past partnership,joint venture or to all damage proximately caused by the same event,limited liability company that is not shown as a Named whether such damage results from fire, lightning orInsuredintheDeclarations. explosion or any combination of these.SECTION nI —Lima IS OF INSURANCE 7. Medical Expense Limit 1. The Most We will Pay Subject to 5. above, the Medical Expense Limit is the The Limits of Insurance shown in the Declarations and most we will pay under Coverage C for all medicaltherulesbelowfixthemostwewillpayregardlessofexpensesbecauseof "bodily injury" sustained by anythenumberof: one person. a. Insureds; 8. How Limits Apply To Additional Insureds b. Claims made or"suits" brought; or If you have agreed in a written contract or written agreement that another person or organization be Page 12 of 18 HG 00 01 06 05 Policy Number: 57UUNVJ5164 that are in excess of the applicable limit of insurance. 7) When You Add Others As An Additional An agreed settlement means a settlement and release Insured To This Insurance of liability signed by us, the insured and the claimant or Any other insurance available to an additionaltheclaimant's legal representative. insured. 4. Other Insurance However, the following provisions apply to other If other valid and collectible insurance is available to insurance available to any person or the insured for a loss we cover under Coverages A or organization who is an additional insured under B of this Coverage Part, our obligations are limited as this coverage part. follows: a) Primary Insurance When Required By a. Primary Insurance Contract This insurance is primary except when b. below This insurance is primary if you have agreed applies. If other insurance is also primary, we will in a written contract or written agreement share with all that other insurance by the method that this insurance be primary. If other described in c. below. insurance is also primary, we will share with b. Excess Insurance all that other insurance by the method This insurance is excess over any of the other described in c. below. insurance, whether primary, excess, contingent or b) Primary And Non-Contributory To Other on any other basis: Insurance When Required By Contract 1) Your Work If you have agreed in a written contract, That is Fire, Extended Coverage, Builder's Risk, written agreement, or permit that this insurance is primary and non-contributoryInstallationRiskorsimilarcoveragefor "your with the additional insured's own insurance, work"; this insurance is primary and we will not 2) Premises Rented To You seek contribution from that other insurance. That is fire, lightning or explosion insurance for Paragraphs (a) and (b) do not apply to otherpremisesrentedtoyouortemporarilyoccupiedinsurancetowhichtheadditionalinsuredhas by you with permission of the owner;been added as an additional insured. 3) Tenant Liability When this insurance is excess, we will have no That is insurance purchased by you to cover duty under Coverages A or B to defend the insured your liability as a tenant for "property damage" against any "suit" if any other insurer has a duty to to premises rented to you or temporarily defend the insured against that "suit". If no other occupied by you with permission of the owner; insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all 4) Aircraft,Auto Or Watercraft those other insurers. If the loss arises out of the maintenance or use When this insurance is excess over other of aircraft, "autos" or watercraft to the extent not insurance, we will pay only our share of the amount subject to Exclusion g. of Section I — Coverage of the loss, if any, that exceeds the sum of: A—Bodily Injury And Property Damage Liability; 1) The total amount that all such other insurance 5) Property Damage to Borrowed Equipment Or would pay for the loss in the absence of thisUseOfElevatorsinsurance; and If the loss arises out of "property damage" to 2) The total of all deductible and self-insured borrowed equipment or the use of elevators to amounts under all that other insurance. the extent not subject to Exclusion j. of Section I Coverage A Bodily Injury And Property We will share the remaining loss, if any, with any Damage Liability; other insurance that is not described in this Excess Insurance provision and was not bought specifically6) When You Are Added As An Additional to apply in excess of the Limits of Insurance shown Insured To Other Insurance in the Declarations of this Coverage Part. Any other insurance available to you covering c. Method Of Sharing liability for damages arising out of the premises or operations, or products and completed If all of the other insurance permits contribution by operations, for which you have been added as equal shares, we will follow this method also. Under an additional insured by that insurance; or 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. Page 14 of 18 HG 00 01 06 05 Policy Number: 57UUNVJ5164 If any of the other insurance does not permit insured will bring "suit" or transfer those rights to us contribution by equal shares, we will contribute by and help us enforce them. limits. Under this method, each insurer's share is b. Waiver Of Rights Of Recovery (Waiver Of based on the ratio of its applicable limit of Subrogation) insurance to the total applicable limits of insurance of all insurers. If the insured has waived any rights of recovery against any person or organization for all or part of 5. Premium Audit any payment, including Supplementary Payments, a. We will compute all premiums for this Coverage we have made under this Coverage Part, we also Part in accordance with our rules and rates.waive that right, provided the insured waived their b. Premium shown in this Coverage Part as advance rights of recovery against such person or premium is a deposit premium only. At the close of organization in a contract, agreement or permit that each audit period we will compute the earned was executed prior to the injury or damage. premium for that period and send notice to the first 9. When We Do Not Renew Named Insured. The due date for audit and If we decide not to renew this Coverage Part, we will retrospective premiums is the date shown as the mail or deliver to the first Named Insured shown in the due date on the bill. If the sum of the advance and Declarations written notice of the nonrenewal not less audit premiums paid for the policy period is greater than 30 days before the expiration date. than the earned premium, we will return the excess to the first Named Insured.If notice is mailed, proof of mailing will be sufficient proof of notice. c. The first Named Insured must keep records of the information we need for premium computation, and SECTION V— DEFINITIONS send us copies at such times as we may request. 1. "Advertisement" means the widespread public 6. Representations dissemination of information or images that has the purpose of inducing the sale of goods, products or a. When You Accept This Policy services through: By accepting this policy, you agree: a. (1) Radio; 1) The statements in the Declarations are accurate 2) Television; and complete; 2) Those statements are based upon 3) Billboard; representations you made to us; and 4) Magazine; 3) We have issued this policy in reliance upon your 5) Newspaper; or representations. b. Any other publication that is given widespread b. Unintentional Failure To Disclose Hazards public distribution. If unintentionally you should fail to disclose all However, "advertisement"does not include: hazards relating to the conduct of your business a. The design, printed material, information or images that exist at the inception date of this Coverage contained in, on or upon the packaging or labeling Part, we shall not deny coverage under this of any goods or products; or Coverage Part because of such failure. b. An interactive conversation between or among 7. Separation Of Insureds persons through a computer network. Except with respect to the Limits of Insurance, and any 2. "Advertising idea" means any idea for an rights or duties specifically assigned in this Coverage advertisement". Part to the first Named Insured, this insurance applies: 3. "Asbestos hazard" means an exposure or threat of a. As if each Named Insured were the only Named exposure to the actual or alleged properties of Insured; and asbestos and includes the mere presence of asbestos b. Separately to each insured against whom claim is in any form. made or"suit" is brought. 4. "Auto" means a land motor vehicle, trailer or semitrailer 8. Transfer Of Rights Of Recovery Against Others To designed for travel on public roads, including any Us attached machinery or equipment. But "auto" does not include "mobile equipment". a. Transfer of Rights Of Recovery 5. "Bodily injury" means physical: If the insured has rights to recover all or part of any payment, including Supplementary Payments, we a. Injury; have made under this Coverage Part, those rights b. Sickness; or are transferred to us. The insured must do nothing c. Disease after loss to impair them. At our request, the sustained by a person and, if arising out of the above, mental anguish or death at any time. HG 00 01 06 05 Page 15 of 18 Policy Number: 57UUNVJ5164 COMMERCIAL AUTOMOBILE HA99160312 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED d. Any "employee" of yours while using a A. Subsidiaries and Newly Acquired or covered "auto" you don't own, hire or Formed Organizations borrow in your business or your The Named Insured shown in the personal affairs. Declarations is amended to include: C. Lessors as Insureds 1) Any legal business entity other than a Paragraph A.1. - WHO IS AN INSURED - of partnership or joint venture, formed as a Section II - Liability Coverage is amended to subsidiary in which you have an add: ownership interest of more than 50% on e. The lessor of a covered "auto" while the the effective date of the Coverage Form.auto" is leased to you under a written However, the Named Insured does not agreement if: include any subsidiary that is an insured" under any other automobile 1) The agreement requires you to policy or would be an "insured" under provide direct primary insurance for such a policy but for its termination or the lessor and the exhaustion of its Limit of Insurance. 2) The "auto" is leased without a driver. 2) Any organization that is acquired or Such a leased "auto" will be considered a formed by you and over which you covered "auto" you own and not a covered maintain majority ownership. However, auto"you hire. the Named Insured does not include any D. Additional Insured if Required by Contract newly formed or acquired organization:1) Paragraph A.1. - WHO IS AN INSURED a) That is a partnership or joint of Section II - Liability Coverage is venture, amended to add: b) That is an "insured" under any other f. When you have agreed, in a written policy, contract or written agreement, that a c) That has exhausted its Limit of person or organization be added as Insurance under any other policy, or an additional insured on your d) 180 days or more after its business auto policy, such person or acquisition or formation by you, organization is an "insured", but only unless you have given us notice of to the extent such person or the acquisition or formation.organization is liable for "bodily Coverage does not apply to "bodily injury" or "property damage" caused injury" or "property damage" that results by the conduct of an "insured" under from an "accident" that occurred before paragraphs a. or b. of Who Is An you formed or acquired the organization. Insured with regard to the B. Employees as Insureds ownership, maintenance or use of a covered "auto." Paragraph A.1. - WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 1 of 5 Policy Number: 57UUNVJ5164 The insurance afforded to any such E. Primary and Non-Contributory if additional insured applies only if the Required by Contract bodily injury" or "property damage" Only with respect to insurance provided to occurs: an additional insured in 1.D. - Additional 1) During the policy period, and Insured If Required by Contract, the 2) Subsequent to the execution of such following provisions apply: written contract, and 3) Primary Insurance When Required By 3) Prior to the expiration of the period Contract of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured. agreement that this insurance be 2) How Limits Apply primary. If other insurance is also primary, we will share with all that otherIfyouhaveagreedinawrittencontractinsurancebythemethoddescribedin or written agreement that another Other Insurance 5.d. person or organization be added as an additional insured on your policy, the 4) Primary And Non-Contributory To Other most we will pay on behalf of such Insurance When Required By Contract additional insured is the lesser of: If you have agreed in a written contract a) The limits of insurance specified in or written agreement that this insurance the written contract or written is primary and non-contributory with the agreement; or additional insured's own insurance, this insurance is primary and we will notb) The Limits of Insurance shown in seek contribution from that other the Declarations.insurance. Such amount shall be a part of and not Paragraphs (3) and (4) do not apply to otherinadditiontoLimitsofInsuranceshowninsurancetowhichtheadditionalinsured in the Declarations and described in this has been added as an additional insured. Section. When this insurance is excess, we will have no 3) Additional Insureds Other Insurance duty to defend the insured against any "suit" if If we cover a claim or "suit" under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit". If no other insurer by other insurance available to an defends, we will undertake to do so, but we will additional insured, such additional be entitled to the insured's rights against all insured must submit such claim or "suit" those other insurers. to the other insurer for defense and When this insurance is excess over other indemnity. insurance, we will pay only our share of the However, this provision does not apply amount of the loss, if any, that exceeds the sum to the extent that you have agreed in a of: written contract or written agreement 1) The total amount that all such other that this insurance is primary and non- insurance would pay for the loss in the contributory with the additional insured's absence of this insurance; and own insurance. 2) The total of all deductible and self-insured 4) Duties in The Event Of Accident, Claim, amounts under all that other insurance. Suit or Loss We will share the remaining loss, if any, by theIfyouhaveagreedinawrittencontractmethoddescribedinOtherInsurance5.d. or written agreement that another person or organization be added as an 2. AUTOS RENTED BY EMPLOYEES additional insured on your policy, the Any "auto" hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an "auto"you hire. CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT, CLAIM , SUIT by adding the following: OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. 2011, The Hartford (Includes copyrighted material Form HA 9916 03 12 of ISO Properties, Inc., with its permission.) Page 2 of 5 Policy Number: 57UUNVJ5164 4) Necessary for the normal If another Hartford Financial Services Group, operation of the covered "auto"or Inc. company policy or coverage form that is not the monitoring of the covered an automobile policy or coverage form applies to auto's" operating system.the same "accident", the following applies: b.Section III — Version CA 00 01 03 10 of the 1) If the deductible under this Business Auto Business Auto Coverage Form, Physical Coverage Form is the smaller (or smallest) Damage Coverage, Limit of Insurance, deductible, it will be waived; Paragraph C.2 and Version CA 00 01 10 01 of 2) If the deductible under this Business Auto the Business Auto Coverage Form, Physical Coverage Form is not the smaller (or Damage Coverage, Limit of Insurance, smallest) deductible, it will be reduced byParagraphCareeachamendedtoaddthetheamountofthesmaller (or smallest) following: deductible. 1,500 is the most we will pay for "loss" in 12. AMENDED DUTIES IN THE EVENT OF any one "accident" to all electronic ACCIDENT, CLAIM, SUIT OR LOSS equipment (other than equipment designed The requirement in LOSS CONDITIONS 2.a. - solely for the reproduction of sound, and DUTIES IN THE EVENT OF ACCIDENT,CLAIM,accessories used with such equipment) SUIT OR LOSS - of SECTION IV - BUSINESSthatreproduces, receives or transmits audio, visual or data signals which, at the AUTO CONDITIONS that you must notify us of time of"loss", is: an "accident" applies only when the "accident" is known to: 1) Permanently installed in or upon the covered "auto" in a housing, 1) You, if you are an individual; opening or other location that is not 2) A partner, if you are a partnership; normally used by the "auto" 3) A member, if you are a limited liability manufacturer for the installation of company; or such equipment; 4) An executive officer or insurance manager, if 2) Removable from a permanently you are a corporation. installed housing unit as described 13. UNINTENTIONAL FAILURE TO DISCLOSEinParagraph2.a. above or is an HAZARDS integral part of that equipment; or 3)An integral part of such equipment.If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we c.For each covered "auto", should loss be limited will not deny coverage under this Coverage to electronic equipment only, our obligation to Form because of such failure. pay for, repair, return or replace damaged or 14. HIRED AUTO -COVERAGE TERRITORY stolen electronic equipment will be reduced by the applicable deductible shown in the Paragraph e. of GENERAL CONDITIONS 7. - Declarations, or $250, whichever deductible is POLICY PERIOD, COVERAGE TERRITORY - less. of SECTION IV - BUSINESS AUTO 9. EXTRA EXPENSE - BROADENED CONDITIONS is replaced by the following: COVERAGE e. For short-term hired "autos", the coverage Under Paragraph A. -COVERAGE -of SECTION territory with respect to Liability Coverage is III - PHYSICAL DAMAGE COVERAGE, we will anywhere in the world provided that if the pay for the expense of returning a stolen covered insured's" responsibility to pay damages for bodily injury" or "property damage" is auto"to you. determined in a "suit,"the "suit" is brought in 10. GLASS REPAIR-WAIVER OF DEDUCTIBLE the United States of America, the territories Under Paragraph D.-DEDUCTIBLE-of SECTION and possessions of the United States of III - PHYSICAL DAMAGE COVERAGE, the America, Puerto Rico or Canada or in a following is added: settlement we agree to. No deductible applies to glass damage if the 15. WAIVER OF SUBROGATION glass is repaired rather than replaced. TRANSFER OF RIGHTS OF RECOVERY 11. TWO OR MORE DEDUCTIBLES AGAINST OTHERS TO US - of SECTION IV - Under Paragraph D.-DEDUCTIBLE-of SECTION BUSINESS AUTO CONDITIONS is amended by III - PHYSICAL DAMAGE COVERAGE, the adding the following: following is added: 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 4 of 5 We waive any right of recovery we may have c.Regardless of the number of autos deemed a against any person or organization with whom total loss, the most we will pay under this you have a written contract that requires such Hybrid, Electric, or Natural Gas Vehicle waiver because of payments we make for Payment Coverage provision for any one damages under this Coverage Form.loss" is $10,000. 16. RESULTANT MENTAL ANGUISH COVERAGE For the purposes of the coverage provision, The definition of "bodily injury" in SECTION V- a.A "non-hybrid" auto is defined as an auto that DEFINITIONS is replaced by the following:uses only an internal combustion engine to Bodily injury" means bodily injury, sickness or move the auto but does not include autos disease sustained by any person, including powered solely by electricity or natural gas. mental anguish or death resulting from any of b.A "hybrid" auto is defined as an auto with an these. internal combustion engine and one or more 17. EXTENDED CANCELLATION CONDITION electric motors; and that uses the internal combustion engine and one or more electric Paragraph 2. of the COMMON POLICY motors to move the auto, or the internal CONDITIONS - CANCELLATION - applies combustion engine to charge one or more except as follows: electric motors, which move the auto. If we cancel for any reason other than 19. VEHICLE WRAP COVERAGE nonpayment of premium, we will mail or deliver to the first Named Insured written notice of In the event of a total loss to an "auto" for which cancellation at least 60 days before the effective Comprehensive, Specified Causes of Loss, or date of cancellation. Collision coverages are provided under this 18. HYBRID, ELECTRIC, OR NATURAL GAS Coverage Form, then such Physical Damage VEHICLE PAYMENT COVERAGE Coverages are amended to add the following: In addition to the actual cash value of the "auto", In the event of a total loss to a "non-hybrid" auto we will pay up to $1,000 for vinyl vehicle wraps for which Comprehensive, Specified Causes of which are displayed on the covered "auto" at the Loss, or Collision coverages are provided under time of total loss. Regardless of the number of this Coverage Form, then such Physical autos deemed a total loss, the most we will payDamageCoveragesareamendedasfollows: under this Vehicle Wrap Coverage provision for a.lf the auto is replaced with a "hybrid" auto or any one "loss" is $5,000. For purposes of this an auto powered solely by electricity or natural coverage provision, signs or other graphics gas, we will pay an additional 10%, to a painted or magnetically affixed to the vehicle are maximum of$2,500, of the "non-hybrid" auto's not considered vehicle wraps. actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of"loss," 2011, The Hartford (Includes copyrighted material Form HA 9916 03 12 of ISO Properties, Inc., with its permission.) Page 5 of 5 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 57 WE GE0049 Endorsement Number: Effective Date: 05/01/2016 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: DKS ASSOCIATES 1970 BROADWAY STE 740 OAKLAND, CA 94612 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE ANY PERSON OR OGANIZATION BLANKET AS REQUIRED BY FROM WHOM YOU ARE REQUIRED BY CONTRACT WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER OF RIGHTS FROM US. Countersigned by Authorized Representative Form WC 00 03 13 Printed in U.S.A. Process Date: 05/01/2016 Policy Expiration Date: 05/01/2017 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND ENVIRONMENTAL FORESIGHT, INC. THIS AGREEMENT for consulting services is made by and between the City of Dublin City") and Environmental Foresight, Inc. ("Consultant") as of November 18, 2015. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2018, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Environmental Foresight, Inc. Page 1 of 14 required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; The beginning and ending dates of the billing period; A Task Summary containing the original contract amount,the amount of prior billings, the total due this period,the balance available under the Agreement, and the percentage of completion; At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received,for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra,further,or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Environmental Foresight, Inc.Page 2 of 14 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the following fee schedule: 2.6 Reimbursable Expenses. Reimbursable expenses are specified in the Consultant's Proposal. Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.10 Rate Adiustments. Consultant will be entitled to an annual rate adjustment upon each annual anniversary for this Agreement, the amount of said increase to be approved by the City. The base for computing the adjustment shall be the Consumer Price Index for Urban Wage Earners for the San Francisco-Oakland Bay Area published by the U.S. Department of Labor, Bureau of Labor Statistics Index) which is published for the year ending in December. If the Index has increased over the Index for the prior year, the rates for the following year shall be established by multiplying the rates for the current year by a fraction, the numerator of which is the Renewal Index and the denominator of which is the Index for the preceding year. In no case shall the adjusted rates be less than the initial rates set forth in Exhibit B. A sample calculation is set forth below. The Public Works Director shall calculate the adjusted rate on each anniversary date of this agreement and shall provide notice to Consultant of such new rates. SAMPLE CALCULATION: (Using 1% Index increase as an example) HOURLY RATE CHARGE 150.00/hr INDEX INCREASE (Assuming 1%) 150 x .01 = 1.50 1.50/hr 151.50/hr Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Environmental Foresight, Inc. Page 3 of 14 City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured;whichever is greater. The additional insured coverage under the Consultant's policy shall be "primary and non-contributory" and will not seek contribution from City's insurance or self-insurance and shall be at least as broad as CG 20 01 04 12. In the event Consultant fails to maintain coverage as required by this Agreement, City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled, changed, or allowed to lapse without at least thirty (30) days' prior written notice to City of such cancellation, change, or lapse. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS 1,000,000.00) per accident. In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self- insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Environmental Foresight, Inc. Page 4 of 14 An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Environmental Foresight, Inc. Page 5 of 14 d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c.If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Environmental Foresight, Inc. Page 6 of 14 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. All self-insured retentions SIR) and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City (if agreed to in a written contract or agreement) before City's own insurance or self- insurance shall be called upon to protect City as a named insured. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Environmental Foresight, Inc. Page 7 of 14 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. To the maximum extent allowed by law, Consultant shall indemnify, keep and save harmless the City, and City Councilmembers, officers, agents and employees against any and all suits, claims or actions arising out of any injury to persons or property, including death, that may occur, or that may be alleged to have occurred, in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees, subcontractors or agents. Consultant further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action, Consultant shall, at its expense, satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6. STATUS OF CONSULTANT. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Environmental Foresight, Inc. Page 8 of 14 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Environmental Foresight, Inc. Page 9 of 14 shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty (30) days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Environmental Foresight, Inc. Page 10 of 14 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Environmental Foresight, Inc. Page 11 of 14 Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a"conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Environmental Foresight, Inc. Page 12 of 14 paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Scott E. Feuer, Senior Principal Environmental Foresight, Inc. 1700 N. Broadway, Suite 401 Walnut Creek, CA 94596 Any written notice to City shall be sent to: Gary Huisingh, Public Works Director City Of Dublin Public Works 100 Civic Plaza Dublin, CA 94568 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and including the compensation schedule attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF ' OLIN ENVIRONME TAL FORESIGHT, INC. istopher L. Foss, City Ma ager Scott E. Feuer, Senior Principal ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Environmental Foresight, Inc. Page 13 of 14 rte. A Attest: avo gozi....1 Caroline Soto, City Clerk Approved as to Form: JoIlBakker, City Attorney ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Environmental Foresight, Inc. Page 14 of 14 EXHIBIT A SCOPE OF SERVICES Landscape Design Services 1. Prepare site, landscape and irrigation plans; 2. Provide topographic site surveys for design purposes; 3. Provide property line survey to confirm existing boundaries; 4. Coordinate with Local Services to determine surface and underground utilities including identification/resolution of potential conflicts; 5. Prepare Storm Water Management Plans and include temporary and permanent BMP's to meet NPDES storm water quality requirements; 6. Review geo-technical and engineering reports; 7. Conduct community outreach and build consensus for final concept design; 8. Prepare preliminary and final design plans, specifications, details, quantity calculations and accurate estimates of costs. 9. Assist in bidding and award phase; 10. Provide construction administration services. Project Management Assistance In addition, the City may decide to retain on-call services as necessary to assist with project management. It is not anticipated that all Consultants will have staff available to provide these additional services, however the City would like any firm that has this capability to identify staff members that may be able to perform the following duties: 1. Assist the City in managing small to medium-sized capital projects including the preparation of staff reports, project planning and coordination with other agencies and utilities. 2. Assist the City in managing consultant work including signing, landscaping, utility undergrounding, irrigation and lighting. 3. Assist the City in managing the construction of small to medium-sized projects including advertisement of projects, response to request for information, review of bids, award of contract, project accounting, and closeout. 4. Perform Utility Research and coordination with Utility companies. 5. Perform Base Mapping of capital projects. 6. Prepare baseline project design schedule using critical path method and update schedule as necessary. 7. Prepare application for and assist the City obtain the necessary permits and approvals from appropriate agencies. 8. Perform or manage sub-consultants in the preparation of geotechnical services required on the project including pavement structural section and other required soil characteristics for design of structures. Consulting Services Agreement between November 18, 2015 City of Dublin and Environmental Foresight, Inc.--Exhibit A Page 1 of 1 EXHIBIT B COMPENSATION SCHEDULE 2491073.1 Consulting Services Agreement between November 18, 2015 City of Dublin and Environmental Foresight, Inc.--Exhibit B Page 1 of 3 FEE SCHEDULE .:4 6.1 01/4 fee ENVIRONMENTAL schedule FORESIGHT, INC. Landscape Architecture r 11 ; , t\Schedule of Fees for Professional Services Senior Principals 165.00 Principals 145.00 i' Associate Landscape Architects 125.00 Project Managers 115.00 Y e„/ .* 4.. f,. 5 r i , ' Landscape Designers/Production 100.00 Production Staff 85.00 Clerical 75.00 Dickson Associates(irrigation)Hourly Rates: Irrigation Design and Consulting 125 AutoCAD Drafting 75 Reimbursable Expenses Prints and Reproductions in-house and Outside Vendors) Cost plus 15%Handling Courier,Delivery,and Postage Cost plus 15%Handling Soil Analysis Reports Cost plus 15%Handling Travel,Lodging,and Related Costs At Cost Environmental Foresight, Inc. LIVE I WORK I PLAY FEE SCHEDULE 6.2 RATE SCHEDULE PROFESSIONAL PERSONNEL SERVICE FEES JANUARY 1,2015 - DECEMBER 31,2015 PERSONNEL HOURLY RATES ENGINEERING Associate Project Manager 187.00 Engineer IV 177.00- 183.00 Engineer I,II,III 164.00 115.00- $133.00 - $151.00 PLANNING Planner I,II,III 115.00- $133.00- $151.00 SURVEYING Associate Project Manager 187.00 Surveyor I,II;III;IV 177.00-$183.00 Survey Party Chief 115.00- $133.00- $151.00- $164.00 Survey Chainman 153.00 Apprentice I,II,III,IV 99.00 Instrumentman 61.00- $81.00- $89.00 $95.00 128.00 DESIGN AND DRAFTING Technician I,II,III Drafter I,II,III,IV 112.00- $118.00-$130.00 Student Engineer/Surveyor 87.00 -$96.00- $104.00 $114.00 61.00 CONSTRUCTION ADMINISTRATION Senior Construction Administrator Resident Engineer 173.00 Field Engineer I,II,III 128:00 115.00 - $133.00- $151.00 SERVICES AND EXPENSES Project Assistant Clerical/Administrative Assistant 72.00 61.00 Principals'time on projects is chargeable at$215.00- $236.00 per hour. Charges for outside services, equipment,and facilities not furnished directly by BKF Engineers will be billed at cost plus 10%.Such charges may include,but shall not be limited to printing and reproduction services; shipping,delivery,and courier charges;subconsultant fees and expenses; special fees, permits,and insur- ance;transportation on public carriers, meals,and lodging;and consumable materials. Mileage will be charged at the prevailing IRS rate per mile. Monthly invoices are due within 30 days from invoice date.Interest will be charged at 0.833%per month on past due accounts. Expert witness/litigation rates are available upon request. Rates are expected to grow at a rate of 4%per year. BKrIOO Environmental Foresight, Inc. LIVE I WORK I PLAY AW o® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 7/17/2015 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 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 CONTACTRiskStrategiesCompanyNAME: Risk Strategies Company 2040 Main Street, Suite 450 PHONE FAX Irvine, CA 92614 IA/C.No.Ext): E-MAIL 949-242-9240 A/C,No): ADDRESS: syoung @risk-strategies.com INSURER(S)AFFORDING COVERAGE NAIC# www.risk-strategies.com CA DOI License No.OF06675 INSURER A: Hanover Insurance Company 22292 INSURED INSURER B: Hartford Accident&Indemnity 22357 Environmental Foresight, Inc. 1700 N. Broadway, Suite 401 INSURERC: Walnut Creek CA 94596 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 25624800 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP w LIMITSLTRINSDVDPOLICYNUMBERMM/DD/YYYY) IMM/DDIYYYY) A / COMMERCIALGENERALLIABILITY 1 OH3893606006 1/3/2015 1/3/2016 EACH OCCURRENCE 1,000,000 DAMAGE RENTED CLAIMS-MADE I OCCUR PREMISES O( Ea occurrence) $1,000,000 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY_ $1,000,000 GENII_AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE _ $2,000,000 POLICY JECOT LOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER: B AUTOMOBILE LIABILITY 72UECZD0149 1/3/2015 1/3/2016 SINGLE LIMIT $1,000,000 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS Per accident) A i UMBRELLA LIAB i OCCUR OH3893606006 1/3/2015 1/3/2016 EACH OCCURRENCE 2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE 2,000,000 DED RETENTION$0 B WORKERS COMPENSATION 72WECGC3973 1/3/2015 1/3/2016 i SEATUTE OTH- ERANDEMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN E.L.EACH ACCIDENT 1,000,000 OFFICER/MEMBER EXCLUDED? N I A Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Professional Liability LH3A50316100 1/3/2015 1/3/2017 Per Claim:$1,000,000 Aggregate:$2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Projects as on file with the insured. City of Dublin and its officers,employees,agents and volunteers are named as additional insureds and primary/non-contributory clause applies to the general liability policy and a waiver of subrogation applies to the work comp policy-see attached endorsements. The above policies contain a 30-day notice provision for non-renewal and cancellation, 10-day notice for non-payment of premium. Professional Liability Deductible:$5,000,Retro Date:01/03/07. CERTIFICATE HOLDER CANCELLATION City of Dublin SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Rosemary Alex ACCORDANCE WITH THE POLICY PROVISIONS. 100 Civic Plaza Dublin CA 94568 AUTHORIZED REPRESENTATIVE Michael Christian k;47./.3 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD 25624800 1 15-16 GL-AL-UL-WC-PL 1 Sherry Young 1 7/17/2015 12:55:57 PM (PDT) 1 Page 1 of 5 Amenimmilmmolsmor POLICY NO.:0H3893606006 INSURED: Environmental Foresight, Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY SUPPLEMENTARY ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM I. Additional Insured by Contract, Agreement or ii) The "bodily injury", "property Permit damage" or "personal and Under SECTION II — LIABILITY, C. Who Is An advertising injury arises out of Insured,Paragraph 4.is added as follows: structural alterations, new construction or demolition a. Any person or organization for whom you are operations performing operations when you and such person a performed by or on P 9 P Y P behalf of the manager or lessor; or or organization have agreed in writing in a contract,agreement or permit that such person or 5) To "bodily injury", "property damage" or organization be added as an additional insured personal and advertising injury" arising out on your policy. Such person or organization is an of the rendering of or the failure to render additional insured only with respect to liability for any professional services. This includes but bodily injury", "property damage" or "personal is not limited to any professional services as and advertising injury" caused, in whole or in an architect or engineer arising out of any part, by: construction agreement or activities under which any 1) Your acts or omissions; or insured's behalf provides any rovides or acting on depprovided 2) The acts or omissions of those acting on service, advice, expertise or work. your behalf, Construction includes, but is not limited to, but only with respect to: the plan, conception, design, build, construct, assembly, development, safety, 3) "Your work" for the additional insured(s) at erection,formation,reconstruct, the location designated in the contract, rehabilitation, repair, or any improvement agreement or permit; or made to real property. Construction also 4) Premises you own, rent, lease, control or includes the hiring, supervision or occupy. management of any of these activities. However, this exclusion does not apply toThisinsuranceappliesonaprimarybasisifthatliabilityarisingoutofaninsured's presence is required by the written contract, agreement or at a jobsite that was not caused by permit. professional activities listed in the above b. This provision does not apply: paragraph. 1) Unless the written contract or written c. Additional insured coverage provided by this agreement has been executed or permit has provision will not be broader than coverage been issued prior to the "bodily injury", provided to any other insured. property damage" or "personal and d. All other insuring agreements, exclusions, andadvertisinginjury"; conditions of the policy apply. 2) To any person or organization included as II. Additional Insured by Contract, Agreement oraninsuredbyanendorsementissuedbyus Permit—Primary and Non-contributoryandmadepartofthisPolicy; 3) To any lessor of equipment: The following is added to SECTION III — COMMON POLICY CONDITIONS: a) After the equipment lease expires; or b) If the "bodily injury", M. Other Insurance y ' j ry", "property damage" or "personal and advertising injury" 1. Additional Insureds arises out of the sole negligence of the If you agree in a written contract, written lessor; agreement or permit that the insurance 4) To any: provided to any person or organization included as an Additional Insured under a) Owners or other interests from whom SECTION II - LIABILITY, Part C — Who is land has been leased which takes place An Insured, is primary and non-contributory, after the lease for that land expires;or the following applies: b) Managers or lessors of premises if: i) The occurrence takes place after you cease to be a tenant in that premises; or 391-1586 0211 Includes copyrighted material of Insurance Services Offices,Inc.,with its permission Page 1 of 3 25624800 1 15-16 GL-AL-UL-WC-PL 1 Sherry Young 1 7/17/2015 12,55:57 PM (PDT) 1 Page 2 of 5 If other valid and collectible insurance is When this insurance is excess, we will have available to the Additional Insured for a loss no duty under SECTION II — LIABILITY, we cover under SECTION II — LIABILITY, Part A. Coverages,1. Business Liability to Part A.Coverages, Paragraph 1., Business defend the insured against any "suit" if any Liability our obligations are limited as other insurer has a duty to defend the follows: insured against that"suit". If no other insurer a. Primary Insurance defends, we will undertake to do so, but we will be entitled to the insured's rights against This insurance is primary to other all those other insurers. insurance that is available to the Additional Insured which covers the When this insurance is excess over other Additional Insured as a Named Insured. insurance, we will pay only our share of the amount of the loss, if any, that exceeds the We will not seek contribution from any sum of: other insurance available to the Additional Insured except 1) The total amount that all such other insurance would pay for the loss in the 1) For the sole negligence of the absence of this insurance; and Additional Insured; self- 2) When the Additional Insured is an 2) The total of all deductible and self- insured amounts under all that other Additional Insured under another primary liability policy; or insurance. 3) When b.(2)below applies.We will share the remaining loss, if any, with any other insurance that is not described in If this insurance is primary, our this Excess Insurance provision and was not obligations are not affected unless bought specifically to apply in excess of the any of the other insurance is also Limits of Insurance shown in the primary. Then, we will share with all Declarations of this Coverage Part. that other insurance by the method described in b.(3)below.c. Method Of Sharing b. Excess Insurance If all of the other insurance permits contribution by equal shares, we will follow this method also. This insurance is excess over: Under this approach each insurer contributes 1) Any of the other insurance, whether equal amounts until it has paid its applicable limit primary, excess, contingent or on of insurance or none of the loss remains, any other basis: whichever comes first. a) That is Fire, Extended If any of the other insurance does not permit Coverage, Builder's Risk, contribution by equal shares, we will contribute Installation Risk or similar by limits. Under this method, each insurer's share coverage for"your work";is based on the ratio of its applicable limit of b) That is Fire insurance for insurance to the total applicable limits of premises rented to the insurance of all insurers. Additional Insured or III. Aggregate Limit of Insurance(Per Project) temporarily occupied by the a. For purposes of the coverage provided by thisAdditionalInsuredwith endorsement, D. Liability and Medical permission of the owner;Expenses Limits of Insurance under Section II c) That is insurance purchased by Liability is amended by adding the following: the Additional Insured to cover The General Aggregate Limit under D. Liability the Additional Insured's liability and Medical Expenses Limits of Insurance as a tenant for "property applies separately to each of "your projects" or damage" to premises rented to each location listed in the Declarations. the Additional Insured or temporarily occupied by the b. For purposes of the coverage provided by this Additional Insured with endorsement F. Liability And Medical permission of the owner; or Expenses Definitions under Section II - Liability is amended by adding the following: d) If the loss arises out of the maintenance or use of aircraft, a. "Your project" means: autos" or watercraft to the i. Any premises, site or location at, on, or extent not subject to Exclusion in which "your work" is not yet g. of SECTION II —LIABILITY, completed; and Part A. Coverages, 1. Business Liability. ii. Does not include any location listed in the Declarations. 391-1586 02 11 Includes copyrighted material of Insurance Services Offices,Inc.,with its permission Page 2 of 3 25624800 115-16 GL-AL-UL-WC-PL 1 Sherry Young 1 7/17/2015 12:55,57 PM (PDT) 1 Page 3 of 5 IV. Blanket Waiver of Subrogation Paragraph K. Transfer Of Rights Of Recovery Against Others To Us in Section III—Common Policy Conditions is amended by the addition of the following: We will waive any right of recovery we may have against any person or organization when you have agreed in a written contract, permit or agreement to waive any rights of recovery against such person or organization because of payments we make for injury or damage arising out of your ongoing operations or"your work" done under a contract with that person or organization and included in the "products-completed operations hazard". 391-1586 0211 Includes copyrighted material of Insurance Services Offices,Inc.,with its permission Page 3 of 3 25624800 1 15-16 GL AL UL WC PL 1 Sherry Young 1 7/17/2015 12:55:57 PM (PDT) 1 Page 4 of 5 Policy No 2WECGC3973 EXTENDED OPTIONS 1. Employers'Liability Insurance 4. Foreign Voluntary Compensation and Item 3.B.of the Information Page is replaced by Employers'Liability Reimbursement the following: A. How This Reimbursement Applies B. Employers'Liability Insurance:This reimbursement provision applies to bodily 1. Part Two of the policy applies to work in injury by accident or bodily injury by disease. Bodily injury includes resulting death. each state listed In Item 3.A. 1. The bodily Injury must be sustained by an The Limits of Liability under Part Two are officer or employee. the higher of: 2. The bodily injury must occur In the course of employment necessary or incidental to work in a country not listed in Exclusion C.1. Bodily Injury of this provision. by Accident $500,000 Each Accident 3. Bodily injury by accident must occur during Bodily Injury the policy period. by Disease $500,000 Policy Limit 4. Bodily injury by disease must be caused or aggravated by the conditions of your Bodily Injury employment. The officer or employee's by Disease $500,000 Each Employee last exposure to those conditions of your employment must occur during the policy OR period. B. We Will Reimburse 2. The amount shown in the Information We will reimburse you for all amounts paid by Page. you whether such amounts are: This provision 1 of EXTENDED OPTIONS does not 1. voluntary payments for the benefits that would apply in New York because the Limits Of Our be required of you if you and your officers Liability are unlimited. or employees were subject to any workers' In this provision the limits are changed from compensation law of the state of hire of the individual employee. 500,000 to$1,000,000 in California_ 2. sums to which Part Two (Employers' Liability2. UnintentionaFailure to Disclose Hazards Insurance) would apply if the Country of If you unintentionally should fail to disclose all existing Employment were shown In Item 3.A. of the hazards at the inception date of your policy, we shall Information Page. not deny coverage under this policy because of such c. Exclusions failure. This insurance does not cover. 1. any occurrences in the United States, Canada, and any country or jurisdiction which is the subject of trade or economic sanctions imposed by the laws or regulations of the United States of America in effect as of the inception date of this policy_ 2. any obligation imposed by a workers' compensation or occupational disease law, or similar law. 3. bodily injury intentionally caused or B. This provision 3.does not apply in the states of aggravated by you. Pennsylvania and Utah. Page4of6 Fonn WC 89 03 03 B Printed in U.S.A. (Ed.8/00) 25624800 1 15-16 GL-AL-UL-WC-PL 1 Sherry Young 1 7/17/2015 12:55:57 PM (PDT) 1 Page 5 of 5 4 RDr CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) 12/29/2015 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 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). CONTACTPRODUCERRiskStrategiesCompanyNAME: Risk Strategies Company 2040 Main Street, Suite 450 PHONE FAX Ems); 949 242-9240 F/C,No): Irvine, CA 92614 E-MAILADDRESS: syoung @risk-strategies.com INSURER(S)AFFORDING COVERAGE NAIC# www.risk-strategies.com CA DOI License No.OF06675 INSURER A: Hanover Insurance Company 22292 INSURED INSURER B: Hartford Accident&Indemnity 22357 Environmental Foresight, Inc. 1700 N. Broadway, Suite 401 INSURER C: Walnut Creek CA 94596 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 27875708 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP W LIMITSLTRINSDVDPOLICYNUMBERMM/DDIYYYY) (MM/DD/YYYY) A i COMMERCIAL GENERAL LIABILITY OH38936060 1/3/2016 1/3/2017 EACH OCCURRENCE 1,000,000 DAMAGE RENTE CLAIMS-MADE OCCUR PREMISES O( Ea occurence) $1,000,000 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY JEp-i LOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER: B AUTOMOBILE LIABILITY 72UECZD0149 1/3/2016 1/3/2017 COMBINED tSINGLE LIMIT $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS Per accident) A i UMBRELLA LIAB v OCCUR OH38936060 1/3/2016 1/3/2017 EACH OCCURRENCE 2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE 2,000,000 DED RETENTION$0 B WORKERS COMPENSATION 72WECGC3973 1/3/2016 1/3/2017 PEATUTE OTH- ER AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT 1,000,000 OFFICER/MEMBER EXCLUDED? N/A Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Professional Liability LH3A503161 1/3/2015 1/3/2017 Per Claim:$1,000,000 Aggregate:$2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Projects as on file with the insured including but not limited to On-Call Contract for Landscape Plan Review Services. City of Dublin and its officers,employees,agents and volunteers are named as additional insureds and primary/non-contributory clause applies to the general liability policy and a waiver of subrogation applies to the work comp policy-see attached endorsements. The above policies contain a 30-day notice provision for non-renewal and cancellation, 10-day notice for non-payment of premium. Professional Liability Deductible:$5,000,Retro Date:01/03/07. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Dublin THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Jeff Baker ACCORDANCE WITH THE POLICY PROVISIONS. 100 Civic Plaza Dublin CA 94568 AUTHORIZED REPRESENTATIVE Michael Christian 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD 27875708 I 16-17 GL-AL-UL-WC, 15-17 PL 1 Sherry Young 1 12/29/2015 10:50:27 AM (PST) 1 Page 1 of 5 POLICY NO.:0H38936060 INSURED: Environmental Foresight, Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY SUPPLEMENTARY ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM I. Additional Insured by Contract, Agreement or ii) The "bodily injury", "property Permit damage" or "personal and Under SECTION II — LIABILITY, C. Who Is An advertising injury" arises out of Insured, Paragraph 4. is added as follows: structural alterations, new a. Any person or organization for whom you are construction or demolition performing operations when you and such person operations performed by or on p g p y p behalf of the manager or lessor; or or organization have agreed in writing in a contract, agreement or permit that such person or 5) To "bodily injury", "property damage" or organization be added as an additional insured personal and advertising injury" arising out on your policy. Such person or organization is an of the rendering of or the failure to render additional insured only with respect to liability for any professional services. This includes but bodily injury", "property damage" or "personal is not limited to any professional services as and advertising injury" caused, in whole or in an architect or engineer arising out of any part, by: construction agreement or activities under 1) Your acts or omissions; or which any insured or anyone acting on any insured's behalf provides or provided 2) The acts or omissions of those acting on service, advice, expertise or work. your behalf, Construction includes, but is not limited to, but only with respect to: the plan, conception, design, build, construct, assembly, development, safety, 3) "Your work" for the additional insured(s) at erection,formation,reconstruct, the location designated in the contract, rehabilitation, repair, or any improvement agreement or permit; or made to real property. Construction also 4) Premises you own, rent, lease, control or includes the hiring, supervision or occupy. management of any of these activities. However, this exclusion does not apply toThisinsuranceappliesonaprimarybasisifthatliabilityarisingoutofaninsured's presenceisrequiredbythewrittencontract, agreement or at a jobsite that was not caused bypermit. professional activities listed in the above b. This provision does not apply: paragraph. 1) Unless the written contract or written c. Additional insured coverage provided by this agreement has been executed or permit has provision will not be broader than coverage been issued prior to the "bodily injury", provided to any other insured. property damage" or "personal and d. All other insuring agreements, exclusions, andadvertisinginjury";conditions of the policy apply. 2) To any person or organization included as II. Additional Insured by Contract, Agreement oraninsuredbyanendorsementissuedbyus Permit—Primary and Non-contributoryandmadepartofthisPolicy; 3) To any lessor of equipment: The following is added to SECTION III — COMMON a) After the equipment lease expires; or POLICY CONDITIONS: b) If the "bodily injury", "property damage" M. Other Insurance or "personal and advertising injury"1. Additional Insureds arises out of the sole negligence of the If you agree in a written contract, written lessor; agreement or permit that the insurance 4) To any: provided to any person or organization included as an Additional Insured under a) Owners or other interests from whom SECTION II - LIABILITY, Part C —Who is land has been leased which takes place An Insured, is primary and non-contributory, after the lease for that land expires; or the following applies: b) Managers or lessors of premises if: i) The occurrence takes place after you cease to be a tenant in that premises; or 391-1586 02 11 Includes copyrighted material of Insurance Services Offices,Inc.,with its permission Page 1 of 3 27875708 1 16-17 GL-AL-UL-WC, 15-17 PL 1 Sherry Young 1 12/29/2015 10:50:27 AM (PST) 1 Page 2 of 5 If other valid and collectible insurance is When this insurance is excess, we will have available to the Additional Insured for a loss no duty under SECTION II — LIABILITY, we cover under SECTION li — LIABILITY, Part A. Coverages, 1. Business Liability to Part A.Coverages, Paragraph 1., Business defend the insured against any "suit" if any Liability our obligations are limited as other insurer has a duty to defend the follows: insured against that"suit". If no other insurer a. Primary Insurance defends, we will undertake to do so, but we will be entitled to the insured's rights against This insurance is primary to other all those other insurers. insurance that is available to the Additional Insured which covers the When this insurance is excess over other Additional Insured as a Named Insured. insurance, we will pay only our share of the amount of the loss, if any, that exceeds the We will not seek contribution from any sum of: other insurance available to the Additional Insured except: 1) The total amount that all such other insurance would pay for the loss in the 1) For the sole negligence of the absence of this insurance; and Additional Insured; 2) When the Additional Insured is an 2) The total of all deductible and self- Additional Insured under another insured amounts under all that other primary liability policy; or insurance. 3) When b.(2)below applies.We will share the remaining loss, if any, with any other insurance that is not described in If this insurance is primary, our this Excess Insurance provision and was not obligations are not affected unless bought specifically to apply in excess of the any of the other insurance is also Limits of Insurance shown in the primary. Then,we will share with all Declarations of this Coverage Part. that other insurance by the method described in b.(3)below.c. Method Of Sharing b. Excess Insurance If all of the other insurance permits contribution by equal shares, we will follow this method also. This insurance is excess over: Under this approach each insurer contributes 1) Any of the other insurance, whether equal amounts until it has paid its applicable limit primary, excess, contingent or on of insurance or none of the loss remains, any other basis: whichever comes first. a) That is Fire, Extended If any of the other insurance does not permit Coverage, Builder's Risk, contribution by equal shares, we will contribute Installation Risk or similar by limits. Under this method, each insurer's share coverage for"your work";is based on the ratio of its applicable limit of b) That is Fire insurance for insurance to the total applicable limits of premises rented to the insurance of all insurers. Additional Insured or III. Aggregate Limit of Insurance(Per Project) temporarily occupied by the a. For purposes of the coverage provided by thisAdditionalInsuredwith endorsement, D. Liability and Medical permission of the owner;Expenses Limits of Insurance under Section II c) That is insurance purchased by Liability is amended by adding the following: the Additional Insured to cover The General Aggregate Limit under D. Liability the Additional Insured's liability and Medical Expenses Limits of Insurance as a tenant for "property applies separately to each of "your projects" or damage" to premises rented to each location listed in the Declarations. the Additional Insured or temporarily occupied by the b. For purposes of the coverage provided by this Additional Insured with endorsement F. Liability And Medical permission of the owner; or Expenses Definitions under Section II - Liability is amended by adding the following: d) If the loss arises out of the maintenance or use of aircraft, a. "Your project"means: autos" or watercraft to the i. Any premises, site or location at, on, or extent not subject to Exclusion in which "your work" is not yet g. of SECTION II—LIABILITY, completed; and Part A. Coverages, 1. Business Liability. ii. Does not include any location listed in the Declarations. 391-1586 02 11 Includes copyrighted material of Insurance Services Offices,Inc.,with its permission Page 2 of 3 27875708 116-17 GL-AL-UL-WC, 15-17 PL 1 Sherry Young 1 12/29/2015 10:50:27 AM (PST) I Page 3 of 5 IV. Blanket Waiver of Subrogation Paragraph K. Transfer Of Rights Of Recovery Against Others To Us in Section III—Common Policy Conditions is amended by the addition of the following: We will waive any right of recovery we may have against any person or organization when you have agreed in a written contract, permit or agreement to waive any rights of recovery against such person or organization because of payments we make for injury or damage arising out of your ongoing operations or"your work" done under a contract with that person or organization and included in the "products-completed operations hazard". 391-1586 02 11 Includes copyrighted material of Insurance Services Offices,Inc.,with its permission Page 3 of 3 27875708 1 16-17 GL-AL-UL-WC, 15-17 PL 1 Sherry Young 1 12/29/2015 10:50:27 AM (PST) 1 Page 4 of 5 Policy No 2WECGC3973 EXTENDED OPTIONS 1. Employers'Liability Insurance 4. Foreign Voluntary Compensation and Item 3.B.of the Information Page is replaced by Employers'Liability Reimbursement the following: A. How This Reimbursement Applies B. Employers'Liability Insurance:This reimbursement provision applies to bodily 1. Part Two of the policy applies to work in injury by accident or bodily injury by disease. Bodily injury includes resulting death.each state listed In Item 3.A. 1. The bodily Injury must be sustained by an The Limits of Liability under Part Two are officer or employee. the higher of: 2. The bodily injury must occur In the course of employment necessary or incidental to work in a country not listed in Exclusion C.1. Bodily Injury of this provision. by Accident $500,000 Each Accident 3. Bodily injury by accident must occur during the policy period. Bodily Injury by Disease $500,000 Policy Limit 4. Bodily injury by disease must be caused or aggravated by the conditions of your Bodily Injury employment. The officer or employee's by Disease 500,000 Each Employee last exposure to those conditions of your employment must occur during the policy OR period. B. We Will Reimburse 2. The amount shown in the Information We will reimburse you for all amounts paid by Page. you whether such amounts are: This provision 1 of EXTENDED OPTIONS does not 1. voluntary payments for the benefits that would apply in New York because the Limits Of Our be required of you if you and your officers Liability are unlimited. or employees were subject to any workers' In this provision the limits are changed from compensation law of the state of hire of the individual employee. 500,000 to$1,000,000 in California. 2. sums to which Part Two (Employers' Liability2. UnintentionaFailure to Disclose Hazards Insurance) would apply if the Country of If you unintentionally should fail to disclose all existing Employment were shown In Item 3.A. of the hazards at the inception date of your policy, we shall Information Page. not deny coverage under this policy because of such c. Exclusions failure. This insurance does not cover. 1. any occurrences in the United States, Canada, and any country or jurisdiction which is the subject of trade or economic sanctions imposed by the laws or regulations of the United States of America in effect as of the inception date of this policy_ 2. any obligation imposed by a workers' compensation or occupational disease law, or similar law. 3. bodily injury intentionally caused or B. This provision 3.does not apply in the states of aggravated by you. Pennsylvania and Utah. Page4of6 Fonn WC 89 03 03 B Printed in U.S.A. (Ed.8/00) 27875708 1 16-17 GL-AL-UL-WC, 15-17 PL 1 Sherry Young 1 12/29/2015 10:50:27 AM (PST) 1 Page 5 of 5 ACCIIRCIr DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 12/29/2015 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 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). CONTACTPRODUCERRiskStrategiesCompanyNAME: Risk Strategies Company 2040 Main Street, Suite 450 PHONE FAX Irvine, CA 92614 C,No,Ext): 949-242-9240 A/C,No): ADDRESS: syoung(arisk-strategies.COm INSURER(S)AFFORDING COVERAGE NAIC# www.risk-strategies.com CA DOI License No.OF06675 INSURERA: Hanover Insurance Company 22292 INSURED INSURER B: Hartford Accident&Indemnity 22357 Environmental Foresight, Inc. 1700 N. Broadway, Suite 401 INSURER C: Walnut Creek CA 94596 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 27875709 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITSLTRINSDWVDPOLICYNUMBERIMM/DD/YYYY) (MM/DD/YYYY) A `/ COMMERCIAL GENERAL LIABILITY OH38936060 1/3/2016 1/3/2017 EACH OCCURRENCE 1,000,000 DAMAGE TO CLAIMS-MADE / OCCUR PREMISES(EaEoccurrence) $1,000,000 MED EXP(Any one person) $ 5,000 PERSONAL&ADVINJURY $1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: B AUTOMOBILE LIABILITY 72UECZD0149 1/3/2016 1/3/2017 COMBINED SINGLEINGLE LIMIT $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $AUTOS AUTOS NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS Per accident) A / UMBRELLA LIAB v OCCUR OH38936060 1/3/2016 1/3/2017 EACH OCCURRENCE 2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE 2,000,000 DED RETENTION$0 B WORKERS COMPENSATION 72WECGC3973 1/3/2016 1/3/2017 STATUTE ERH AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT 1,000,000 OFFICER/MEMBER EXCLUDED? N/A Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Professional Liability LH3A503161 1/3/2015 1/3/2017 Per Claim:$1,000,000 Aggregate:$2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Projects as on file with the insured. City of Dublin and its officers,employees,agents and volunteers are named as additional insureds and primary/non-contributory clause applies to the general liability policy and a waiver of subrogation applies to the work comp policy-see attached endorsements. The above policies contain a 30-day notice provision for non-renewal and cancellation, 10-day notice for non-payment of premium. Professional Liability Deductible:$5,000,Retro Date:01/03/07. CERTIFICATE HOLDER CANCELLATION City of Dublin SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Rosemary Alex ACCORDANCE WITH THE POLICY PROVISIONS. 100 Civic Plaza Dublin CA 94568 AUTHORIZED REPRESENTATIVE Michael Christian 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD 27875709 1 16-17 GL-AL-UL-WC, 15-17 PL 1 Sherry Young 1 12/29/2015 10:50:27 AM (PST) I Page 1 of 5 POLICY NO.:0H38936060 INSURED: Environmental Foresight, Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY SUPPLEMENTARY ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM I. Additional Insured by Contract, Agreement or ii) The "bodily injury", "property Permit damage" or "personal and Under SECTION II — LIABILITY, C. Who Is An advertising injury" arises out of Insured, Paragraph 4. is added as follows: structural alterations, new construction or demolition a. Any person or organization for whom you are operations performed by or on performing operations when you and such person behalf of the manager or lessor; or or organization have agreed in writing in a contract, agreement or permit that such person or 5) To "bodily injury", "property damage" or organization be added as an additional insured personal and advertising injury" arising out on your policy. Such person or organization is an of the rendering of or the failure to render additional insured only with respect to liability for any professional services. This includes but bodily injury", "property damage" or "personal is not limited to any professional services as and advertising injury" caused, in whole or in an architect or engineer arising out of any part, by construction agreement or activities under which any insured or anyone acting on any 1) Your acts or omissions; or insured's behalf provides or provided 2) The acts or omissions of those acting on service, advice, expertise or work. your behalf, Construction includes, but is not limited to, but only with respect to: the plan, conception, design, build, construct, assembly, development, safety, 3) "Your work" for the additional insured(s) at erection,formation,reconstruct, the location designated in the contract, rehabilitation, repair, or any improvement agreement or permit; or made to real property. Construction also 4) Premises you own, rent, lease, control or includes the hiring, supervision or occupy. management of any of these activities. However, this exclusion does not apply to This insurance applies on a primary basis if that liability arising out of an insured's presence is required by the written contract, agreement or at a jobsite that was not caused by permit. professional activities listed in the above b. This provision does not apply: paragraph. 1) Unless the written contract or written c. Additional insured coverage provided by this agreement has been executed or permit has provision will not be broader than coverage been issued prior to the "bodily injury", provided to any other insured. property damage" or "personal and d. All other insuring agreements, exclusions, and advertising injury"; conditions of the policy apply. 2) To any person or organization included as II. Additional Insured by Contract, Agreement or an insured by an endorsement issued by us Permit—Primary and Non-contributoryandmadepartofthisPolicy; 3) To any lessor of equipment: The following is added to SECTION III — COMMON POLICY CONDITIONS: a) After the equipment lease expires; or M. Other Insurance b) If the "bodily injury", "property damage" or "personal and advertising injury"1. Additional Insureds arises out of the sole negligence of the If you agree in a written contract, written lessor; agreement or permit that the insurance 4) To any: provided to any person or organization included as an Additional Insured under a) Owners or other interests from whom SECTION II - LIABILITY, Part C — Who is land has been leased which takes place An Insured, is primary and non-contributory, after the lease for that land expires; or the following applies: b) Managers or lessors of premises if: i) The occurrence takes place after you cease to be a tenant in that premises; or 391-1586 0211 Includes copyrighted material of Insurance Services Offices,Inc.,with its permission Page 1 of 3 27875709 116-17 GL-AL-UL-WC, 15-17 PL 1 Sherry Young 1 12/29/2015 10:50:27 AM (PST) 1 Page 2 of 5 If other valid and collectible insurance is When this insurance is excess, we will have available to the Additional Insured for a loss no duty under SECTION II — LIABILITY, we cover under SECTION II — LIABILITY, Part A. Coverages,1. Business Liability to Part A.Coverages, Paragraph 1., Business defend the insured against any "suit" if any Liability our obligations are limited as other insurer has a duty to defend the follows: insured against that"suit". If no other insurer a. Primary Insurance defends, we will undertake to do so, but we will be entitled to the insured's rights against This insurance is primary to other all those other insurers. insurance that is available to the Additional Insured which covers the When this insurance is excess over other Additional Insured as a Named Insured. insurance, we will pay only our share of the amount of the loss, if any, that exceeds the We will not seek contribution from any sum of: other insurance available to the Additional Insured except: 1) The total amount that all such other insurance would pay for the loss in the 1) For the sole negligence of the absence of this insurance; and Additional Insured; 2) When the Additional Insured is an 2) The total of all deductible and self- Additional Insured under another insured amounts under all that other primary liability policy; or insurance. 3) When b.(2)below applies.We will share the remaining loss, if any, with any other insurance that is not described in If this insurance is primary, our this Excess Insurance provision and was not obligations are not affected unless bought specifically to apply in excess of the any of the other insurance is also Limits of Insurance shown in the primary. Then,we will share with all Declarations of this Coverage Part. that other insurance by the method described in b.(3)below.c. Method Of Sharing b. Excess Insurance If all of the other insurance permits contribution by equal shares, we will follow this method also. This insurance is excess over: Under this approach each insurer contributes 1) Any of the other insurance, whether equal amounts until it has paid its applicable limit primary, excess, contingent or on of insurance or none of the loss remains, any other basis: whichever comes first. a) That is Fire, Extended If any of the other insurance does not permit Coverage, Builder's Risk, contribution by equal shares, we will contribute Installation Risk or similar by limits. Under this method, each insurer's share coverage for"your work";is based on the ratio of its applicable limit of b) That is Fire insurance for insurance to the total applicable limits of premises rented to the insurance of all insurers. Additional Insured or III. Aggregate Limit of Insurance(Per Project) temporarily occupied by the Additional Insured with a. For purposes of the coverage provided by this endorsement, D. Liability and Medical permission of the owner;Expenses Limits of Insurance under Section II c) That is insurance purchased by Liability is amended by adding the following: the Additional Insured to cover The General Aggregate Limit under D. LiabilitytheAdditionalInsured's liability and Medical Expenses Limits of Insurance as a tenant for "property applies separately to each of "your projects" or damage" to premises rented to each location listed in the Declarations. the Additional Insured or temporarily occupied by the b. For purposes of the coverage provided by this Additional Insured with endorsement F. Liability And Medical permission of the owner; or Expenses Definitions under Section II - Liability is amended by adding the following: d) If the loss arises out of the maintenance or use of aircraft, a. "Your project"means: autos" or watercraft to the i. Any premises, site or location at, on, or extent not subject to Exclusion in which "your work" is not yet g. of SECTION II—LIABILITY, completed; and Part A. Coverages, 1. Business Liability. ii. Does not include any location listed in the Declarations. 391-1586 0211 Includes copyrighted material of Insurance Services Offices,Inc.,with its permission Page 2 of 3 27875709 1 16-17 GL-AL-UL-WC, 15-17 PL 1 Sherry Young 1 12/29/2015 10:50:27 AM (PST) 1 Page 3 of 5 IV. Blanket Waiver of Subrogation Paragraph K. Transfer Of Rights Of Recovery Against Others To Us in Section III—Common Policy Conditions is amended by the addition of the following: We will waive any right of recovery we may have against any person or organization when you have agreed in a written contract, permit or agreement to waive any rights of recovery against such person or organization because of payments we make for injury or damage arising out of your ongoing operations or"your work" done under a contract with that person or organization and included in the "products-completed operations hazard". 391-1586 0211 Includes copyrighted material of Insurance Services Offices,Inc.,with its permission Page 3 of 3 27875709 1 16-17 GL-AL-UL-WC, 15-17 PL 1 Sherry Young 12/29/2015 10:50:27 AM (PST) 1 Page 4 of 5 Policy No 2WECGC3973 EXTENDED OPTIONS 1. Employers'Liability Insurance 4. Foreign Voluntary Compensation and Item 3.B.of the Information Page is replaced by Employers'Liability Reimbursement the following: A. How This Reimbursement Applies B. Employers'Liability Insurance:This reimbursement provision applies to bodily 1. Part Two of the policy applies to work in injury by accident or bodily injury by disease. Bodily injury includes resulting death.each state listed In Item 3.A. 1. The bodily Injury must be sustained by an officer or employee. The Limits of Liability under Part Two are the higher of: 2. The bodily injury must occur In the course of employment necessary or incidental to work in a country not listed in Exclusion C.1. Bodily Injury of this provision. by Accident $500,000 Each Accident 3. Bodily injury by accident must occur during Bodily Injury the policy period. by Disease $500,000 Policy Limit 4. Bodily injury by disease must be caused or aggravated by the conditions of your Bodily Injury employment. The officer or employee's by Disease $500,000 Each Employee last exposure to those conditions of your employment must occur during the policy OR period. B. We Will Reimburse 2. The amount shown in the Information We will reimburse you for all amounts paid by Page. you whether such amounts are: This provision 1 of EXTENDED OPTIONS does not 1. voluntary payments for the benefits that would apply in New York because the Limits Of Our be required of you if you and your officers Liability are unlimited. or employees were subject to any workers' In this provision the limits are changed from compensation law of the state of hire of the individual employee. 500,000 to$1,000,000 in California_ 2. UnintentionaFailure to Disclose Hazards 2. sums to which Part Two (Employers'Liability Insurance) would apply if the Country of If you unintentionally should fail to disclose all existing Employment were shown In Item 3.A. of the hazards at the inception date of your policy, we shall Information Page. not deny coverage under this policy because of such c. Exclusions failure. This insurance does not cover. 1. any occurrences in the United States, Canada, and any country or jurisdiction which is the subject of trade or economic sanctions imposed by the laws or regulations of the United States of America in effect as of the inception date of this policy_ 2. any obligation imposed by a workers' compensation or occupational disease law, or similar law. 3. bodily injury intentionally caused or B. This provision 3.does not apply in the states of aggravated by you. Pennsylvania and Utah. Page4of6 Fonn WC 89 03 03 B Printed in U.S.A. (Ed.8/00) 27875709 1 16-17 GL-AL-UL-WC, 15-17 PL 1 Sherry Young 1 12/29/2015 10:50:27 AM (PST) 1 Page 5 of 5 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND FEHR& PEERS THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City")and Fehr&Peers, ("Consultant") as of July 1, 2014. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2016, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement,as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial,first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement,desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, regarding the amount of compensation,the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consulting Services Agreement between June 17, 2014 City of Dublin and Fehr&Peers Page 1 of 16 Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; The beginning and ending dates of the billing period; A Task Summary containing the original contract amount,the amount of prior billings, the total due this period,the balance available under the Agreement, and the percentage of completion; At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work,the hours spent by each person, a brief description of the work, and each reimbursable expense; The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder,as well as a separate notice when the total number of hours of work by Consultant and any individual employee,agent,or subcontractor of Consultant reaches or exceeds 800 hours,which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments,based on invoices received,for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last'10%of the total sum due pursuant to this Agreement within sixty(60)days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment, City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further,or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, Consulting Services Agreement between June 17,2014 City of Dublin and Fehr&Peers Page 2 of 16 unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the following fee schedule: 2.6 Reimbursable Expenses. Reimbursable expenses are specified in the Consultant's Proposal. Expenses not listed are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. • 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.10 Rate Adjustments. Consultant will be entitled to an annual rate adjustment upon each annual anniversary of this Agreement, the amount of said increase to be approved by the City. The base for computing the adjustment shall be the Consumer Price Index for Urban Wage Earners for the San Francisco-Oakland Bay Area published by the U.S.Department of Labor, Bureau of Labor Statistics (Index)which is published for the year ending in December. If the Index has increased over the Index for the prior year, the rates for the following year shall be established by multiplying the rates for the current year by a fraction, the numerator of which is the Renewal Index and the denominator of which is the Index for the preceding year. In no case shall the adjusted rates be less than the initial rates as set forth in Exhibit B. A sample calculation is set forth below. The Public Works Director shall calculate the adjusted rate on each anniversary date of this agreement and shall provide notice to Consultant of such new rates. SAMPLE CALCULATION: (Using 1% index increase as an example) HOURLY CHARGE RATE 150.00/hr INDEX INCREASE (Assuming 1%) 150 x.01 = 1.50 1.50/hr 151.50/hr Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services Consulting Services Agreement between June 17,2014 City of Dublin and Fehr&Peers Page 3 of 16 required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks,filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. in no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense,shall procure"occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives,employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s)and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers'Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00)per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator.The insurer, if insurance is provided,or the Consultant, if a program of self-insurance is provided,shall waive all rights of subrogation against the City and its officers, officials,employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30) days'prior written notice by certified mail, return receipt requested,has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant,at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) Consulting Services Agreement between June 17, 2014 City of Dublin and Fehr& Peers Page 4 of 16 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall bd at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88)or Insurance Services Office form number GL 0002(ed. 1173) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability.. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9("any auto'). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a.City and its officers,employees,agents, and volunteers shall be covered as additional insureds with respect to each of the following:liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant;premises owned,occupied,or used by Consultant; and automobiles owned, leased,or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents,or volunteers. b.The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c.An endorsement must state that coverage is primary insurance with respect to the City and its officers,officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. Consulting Services Agreement between June 17, 2014 City of Dublin and Fehr&Peers Page 5 of 16 e.An endorsement shall state that coverage shall not be canceled except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense,shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended,voided, canceled by either party, reduced in coverage or in limits, except after thirty(30) days'prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a.The retroactive date of the policy must be shown and must be before the date of the Agreement. b.Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c.If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense,any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d.A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. Consulting Services Agreement between June 17, 2014 City of Dublin and Fehr&Peers Page 6 of 16 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages,scope, limits, and forms of such insurance are either not commercially available,or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement,only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers,employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond,guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited,or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies,which Consulting Services Agreement between June 17,2014 City of Dublin and Fehr&Peers Page 7 of 16 are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder,or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify,defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents,and volunteers from and against any and all losses, liability,claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life,or damage to property,or any violation of any federal,state,or municipal law or ordinance,to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors,or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property,or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2)the actions of Consultant or its employees, subcontractor,or agents have contributed in no part to the injury, loss of life,damage to property,or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Cons_ultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement,Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee,agent,or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify,defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents,or subcontractors, as well as for the payment of any penalties and interest on such contributions,which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement,Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; Consulting Services Agreement between June 17,2014 City of Dublin and Fehr& Peers Page 8 of 16 however,otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City,state, or federal policy,rule, regulation, law,or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit,or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System PERS)as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority,express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses,permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion,color, national origin, age, physical or mental handicap or disability, medical condition, marital status,sex,or sexual orientation,against any employee, applicant for employment, subcontractor, bidder for a subcontract,or participant in, recipient of,or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal,state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment,contracting, and the provision of any services that are the subject of this Consulting Services Agreement between June 17,2014 City of Dublin and Fehr&Peers Page 9 of 16. Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty(30)days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination,Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however,may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software,video and audio tapes,and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement,as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence,experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Consulting Services Agreement between June 17,2014 City of Dublin and Fehr&Peers Page 10 of 16 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included,but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans,specifications,drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or . 8.6.4 Charge Consultant the difference between the reasonable cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps, models,charts,studies,surveys, photographs, memoranda, plans,studies, specifications, records, files,or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data,plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices,vouchers,canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years,or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7,if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City,for a period of three(3)years after final payment under the Agreement. Consulting Services Agreement between June 17,2014 City of Dublin and Fehr&Peers Page 11 of 16 Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the,other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable,the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activilles within the corporate.limits of City or whose business, regardless of location,would place Consultant in a"conflict of interest,"as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee,or official of the City. If Consultant was an employee, agent, appointee,or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code§1090 ef.seq.,the entire Agreement is void and Consultant will not be Consulting Services Agreement between June 17,2014 City of Dublin and Fehr&Peers Page 12 of 16 entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code§ 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting,focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the Public Works Director("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Fehr&Peers . Rob Rees,Principal 100 Pringle Avenue,#600 Walnut Creek CA 94596 Any written notice to City shall be sent to: Gary Huisingh,Public Works Director City of Dublin Public Works 100 Civic Plaza Dublin CA 94568 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report,first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled Seal and Signature of Registered Professional with report/design responsibility,"as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and including the compensation schedule attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements,either written or oral. Consulting Services Agreement between June 17,2014 City of Dublin and Fehr& Peers Page 13 of 16 A INN 11011111141W CITY OF DUBLIN FEHR&PEERS f stop •r L. Foss, Cit Manager Rob Rees, Principal Attest: Z:gdo aroline Soto, City Clerk Approved as to Form: ohn Bakker, City Attorney G:ICONSULTANTSFFehr&Peers12014-161Fehr&Peers agmt engineering services.doc Consulting Services Agreement between June 17,2014 City of Dublin and Fehr&Peers Page 14 of 16 EXHIBIT A SCOPE OF SERVICES ON-CALL ENGINEERING SERVICES The scope of service under this on-call engineering services agreement includes the following: Traffic Engineering 1. Traffic signal timing and coordination. 2. . Traffic Signal Design 3. Complete Street Policy design elements and implementation plans 4. Design of Green Street concepts 5. Transit Signal Priority design and implementation 6. Traffic impact studies. 7. Intelligent Transportation System (ITS)applications. 8. ITS communication needs. 9. Travel demand modeling. 10. Corridor and intersection analysis, including operations,safety,and level of service. 11. Warrant studies. 12. Review/prepare construction detour plans. 13. Traffic counts—include daily counts,classification counts, and turning movement counts for all modes. 14. Parking studies. 15. Signing, marking, and striping plans. 16. Roadway, intersection, and roundabout design. 17. Technology comparisons. 18. Concept designs for new or existing signalized intersection slated for modification (include considerations for transit, pedestrian and bicycle movements and focus on alternatives that reduce current intersection inefficiencies). 19. Traffic operations analyses and familiarity with Synchro software based HCM 2010 Methodology. 20. Develop technical information for grant applications(TFCA, OTS, PASS, HSIP etc.) 21. Review Countywide Transportation Model;coordinate with County's consultant and provide traffic/transportation data as required. 22. Review Transportation section of an EIR. Consulting Services Agreement between June 17, 2014 City of Dublin and Fehr&Peers Page 15 of 16 EXHIBIT B COMPENSATION SCHEDULE City shall pay Consultant for work to be performed pursuant to this Agreement per the Fee Schedule entitled, "Compensation Rates,"attached hereto Consulting Services Agreement between June 17,2014 City of Dublin and Fehr&Peers Page 16 of 16 t W ' 2Ir%' ..t om T .-:,..^ _ 1 . L'- Y ,,.. C"..: T_ ^ , 7 s 1_?.amce a: { ": V M t i ' 4 h r1 7 •.:ce i F1 }. '- R a fr s3 7' •:r; ' "f:! `;i":R s..•.{f,• ,.: r 5ri' _ -i 1 4' ffxi_ AiY s 1Y_. Y[ r t' 1 .: 1 h ;} i ': '". = V r. 2,r.;-•_ n _ . • '3;"- ..7-qI') y V 0 y114 1 r C : Z -. .%'- f* 4VM tw i a a:t 'r k 1.l., P. 7 .. 7 r. R q-f :_ R ii i ti r x a j jK AO i. q: .'- ! I'r , _... .h '- r•ii . '• T ,'-;_ -:` i fi, ir -,. t• t . Can ' :. . 0 i 4r r F "ir ® Cr i Yi G. 141 4 O a kill I 11 K ig" _ m ,. P r z : t[.i }C f pk " ! C 1 t ( : ei : t / /fb Z - ` if • G:YSia a i Y h ' y ` I rt,: ... T. .fA"t _::!:7 .FSit,, Y.. r-.1.; 5 . .r_ 5.; , .-,.,: - f.L r'7414.' k' Fehr & Peers Standard Hourly Rates r`•,`= - fe7 1= 0'-_. .R e,s rCi ss a :,:_ Principal 200 - 350 4`•_, Senior Associate 175 - 250 Associate 150 - 210 fy Senior Engineer/Planner 125 - 185 Engineer/Planner 95 - 150 Senior Technical Support 120 - 170 E Senior Administrative Support 100 - 130 Administrative Support 90 - 120 ii, Technician 80 - 140 E Intern 50 - 90 I E iC.n Other Direct Costs/Reimbursable expenses ore invoiced at cost plus 10%for handling. Personal auto mileage is reimbursed at the then current IRS approved rate (56 cents per mile as of Jan 2014). Voice & Data Communications (Telephone, fax computer, e-mail, etc.) are invoiced at cost as a rpercentage of project labor. FJ • The annual range of Fehr&Peers rates increases effective July 1 annually. TT' Vco Mark Thomas & Company, Inc. Hourly Rates l3 lasficatai•s ry. i ate:.:.;::i H R t 0 Principal/Project Manager 275 li- a Structural Manager 250 1.,a. . Engineering Manager 240 t`. Senior Project Manager 205 Survey Manager 190 Project Manager 185 c» 1. t\'‘ 11)) t- `r* Senior Project Engineer 175 W- 1 Project Engineer 155 Senior Design Engineer 142 tc i Design Engineer 113 Land Surveyor 170 y V Project Surveyor 142 rs;o ;, Engineering/Survey/CADD Technician $113 4 Inspector 113 Ri_ n" '§ Technical Writer 95 vr', ;j: Design (Tech Assistant) 92 Tye+..; ,:sYs4` .2'"ir.'rv:?' - Vy .• _ r;, ;,;th`y .- iii Survey (Tech Assistant) 73 Administrative 80 l Single Chief without Equipment (Field) $108 ii1 r Single Chief with Equipment (Field) 165 Single Chainman (Field) 88 2 Person Field Party and Vehicle (Field) $275 3 Person Field Party and Vehicle (Field) $335 F ti Expert Witness (Special Services) 375 gl Strategic Consulting - Principal (Special $375 6 Services) 4 iii Reimbursables including,but not limited to:Printing and Materials,Filing Fees,and Field Expenses: Cost plus 5% 1 Outside Consultant Fees:Cost plus 5% ill Lil k i f, g Pi Ell om' d iii i i''.;v1 of ri-t. 1..nf' 5'' fli,k a.i FA AMENDMENT#1 TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND FEHR & PEERS WHEREAS, on July 1, 2014, the City of Dublin (hereinafter referred to as CITY") and Fehr & Peers (hereinafter referred to as "CONSULTANT") entered into a Consulting Services Agreement for Traffic Engineering services (hereinafter referred to as the "AGREEMENT"); and WHEREAS, the existing AGREEMENT has a two-year term, expiring on June 30, 2016; and WHEREAS, the CITY and CONSULTANT now wish to amend the Agreement to extend the two-year term, amend invoicing terms and to amend conflict of interest language. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the AGREEMENT is amended as follows: 1) Section 1.1 Term of Services shall be rescinded in its entirety and replaced with the following: 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2018, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 2) Section 2.1 Invoices shall be rescinded in its entirety and replaced with the following: 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Contract shall be more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; The beginning and ending dates of the billing period; Amendment#1 To Consultant Services Agreement between City of Dublin and FEHR& PEERS MAY201 6/DPW/NCMNERSION 1 A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects, all hours must also be logged by project assignment o A brief description of the work, and each reimbursable expense A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 3) Paragraph 10.7 Conflict of Interest shall be rescinded in its entirety and replaced with the following: 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant Amendment#1 To Consultant Services Agreement between City of Dublin and FEHR& PEERS MAY2016/DPW/NCM/VERSIONI understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. Principals and those performing work for City of Dublin may be required to submit a California Fair Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at www.fppc.ca.gov/index.php?id=500. 4) Except to the extent inconsistent with this First Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. Amendment#1 To Consultant Services Agreement between City of Dublin and FEHR& PEERS MAY2016/DPW/NCMNERSION1 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the date and year first above written. CITY OF DUBLIN Dated:O By: Chris Foss, City Manager ATTEST: By: (, 41/ 1,0 Caroline Soto, City Clerk FEHR & PEERS Dated: Co C \ By: Rob Rees, Principal Amendment#1 To Consultant Services Agreement between City of Dublin and FEHR& PEERS MAY2016/DPW/NCMNERSIONI Client#: 13635 FEHRPEERS lYYYY) ACORDTM CERTIFICATE OF LIABILITY INSURANCE s/o DATE(MM/ DDMNEDDs 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 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 NAMEACT Nancy Ferrick Dealey, Renton &Associates PHONE 510 465-3090 FAX 510 452-2193A/C,No,Ext): A/C,No): P. O. Box 12675 E-MAIL nferrick deale renton.comADDRESS: Y Oakland,CA 94604-2675 INSURER(S)AFFORDING COVERAGE NAIC# 510 465-3090 INSURER A Sentinel Insurance Co. LTD 11000 INSURED INSURER B:Hartford Ins. Co of Midwest 37478 Fehr&Peers ACE American Insurance Company 22667INSURERC: P Y 100 Pringle Ave,Suite 600 Walnut Creek, CA 94596 INSURER o INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE I NSRLI WVD POLICY NUMBER MMIDDY/ YYYY) ( MMIDDY/ YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X X 57SBWVA1664 11/01/2015 11/01/2016 EACH OCCURRENCE 1,000,000 CLAIMS-MADE X OCCUR PREMISES( ERENTED occurrence) $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRO- POLICY X JECT LOC III PRODUCTS-COMP/OPAGG $2,000,000 OTHER: A AUTOMOBILE LIABILITY X X 57SBWVA1664 11/01/2015 11/01/2016;COMBIa accideNED nt) SINGLE LIMIT $1,000,000E ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGEXHIREDAUTOSXAUTOSPeraccident UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS-MADE AGGREGATE DED RETENTION$ B WORKERS COMPENSATION X 57WEGZJ1989 05/01/2016 05/01/2017 X STATUTE ! EORH AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT 1,000,000 OFFICER/MEMBER EXCLUDED? N N/A Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 10,000,000 C Professional G23669687004 12/06/2015 12/06/2016 $3,000,000 per Claim Liability 3,000,000 Annl Aggr. DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) General Liability Policy excludes claims arising out of the performance of professional services. 30 Days Notice of Cancellation (10 Days for Non-Payment of Premium). RE: ALL OPERATIONS OF THE NAMED INSURED. City of Dublin-On-call.The City of Dublin and its officers,employees,agents,and volunteers are named as Additional Insured for General and Auto Liability. Insurance is primary and non-contributory per policy form.Waiver of Subrogation applies to General Liability,Automobile Liability and Workers Compensation.THE NAMED INSURED HAS NO COMPANY OWNED VEHICLES. CERTIFICATE HOLDER CANCELLATION City of Dublin SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Nancy McDonnell ACCORDANCE WITH THE POLICY PROVISIONS. 100 Civic Plaza Dublin, CA 94568 AUTHORIZED REPRESENTATIVE 1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014/01) 1 of 1 The ACORD name and logo are registered marks of ACORD S1717212/M1680684 OTM P 1 Fehr&Peers Insured: Insurer: Sentinel Insurance Co.LTD Policy Number:57SBWVA1664 Policy Effective Date: 11/01/2015 ALL OPERATIONS OF THE NAMED INSURED.City of Dublin-On-call.The City of Dublin and its officers,employees,agents,and volunteers. Additional Insured: EXCERPTS FROM: Hartford Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM C.WHO IS AN INSURED 6.Additional Insureds When Required By Written Contract,Written Agreement Or Permit The person(s)or organization(s)identified in Paragraphs a.through f. below are additional insureds when you have agreed, in a written contract,written agreement or because of a permit issued by a state or political subdivision,that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract,agreement or permit. f.Any Other Party 1)Any other person or organization who is not an insured under Paragraphs a.through e.above, but only with respect to liability for"bodily injury, "property damage"or"personal and advertising injury"caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a) In the performance of your ongoing operations; b) In connection with your premises owned by or rented to you; or c) In connection with"your work"and included within the"products-completed operations hazard, but only if i)The written contract or written agreement requires you to provide such coverage to such additional insured; and ii)This Coverage Part provides coverage for"bodily injury"or"property damage" included within the products-completed operations hazard. 2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: Bodily injury, "property damage"or"personal and advertising injury"arising out of the rendering of, or the failure to render, any professional architectural,engineering or surveying services, including: inspection,or engineering E.5.Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy 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 a claim is made or"suit" is brought. E.7.b.(7).(b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract,written agreement or permit that this insurance is primary and non- contributory with the additional insured's own insurance,this insurance is primary and we will not seek contribution from that other insurance. E.8.b. Waiver Of Rights Of Recovery(Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part,we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. EXCERPT FROM Hartford Form SS 04 38 06 01 HIRED AUTO AND NON-OWNED AUTO B.With respect to the operation of a"non-owned auto",WHO IS AN INSURED is replaced by the following: The following are"insureds": d. Anyone liable for the conduct of an "insured", but only to the extent of that liability. Insured: Fehr&Peers Policy Number: 57WEGZJ1989 Effective Date: 05/01/2016 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description RE:WC15-3237.00 Amador Plaza Road PS&E.SCHEDULE CONTINUED:A Waiver of Subrogation applies in favor of the City of Dublin and its officers,employees,agents,and volunteers. City of Dublin Attn:Nancy McDonnell 100 Civic Plaza Dublin,CA 94568 Countersigned by Authorized Representative Form WC 04 03 06 1) Printed in U.S.A. Process Date:Policy Expiration Date: CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND GATES+ ASSOCIATES THIS AGREEMENT for consulting services is made by and between the City of Dublin City") and Gates+ Associates ("Consultant") as of November 18, 2015. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2018, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Gates+ Associates Page 1 of 14 required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; The beginning and ending dates of the billing period; A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant - performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Gates+Associates Page 2 of 14 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the following fee schedule: 2.6 Reimbursable Expenses. Reimbursable expenses are specified in the Consultant's Proposal. Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.10 Rate Adjustments. Consultant will be entitled to an annual rate adjustment upon each annual anniversary for this Agreement,the amount of said increase to be approved by the City. The base for computing the adjustment shall be the Consumer Price Index for Urban Wage Earners for the San Francisco-Oakland Bay Area published by the U.S. Department of Labor, Bureau of Labor Statistics Index) which is published for the year ending in December. If the Index has increased over the Index for the prior year, the rates for the following year shall be established by multiplying the rates for the current year by a fraction, the numerator of which is the Renewal Index and the denominator of which is the Index for the preceding year. In no case shall the adjusted rates be less than the initial rates set forth in Exhibit B. A sample calculation is set forth below. The Public Works Director shall calculate the adjusted rate on each anniversary date of this agreement and shall provide notice to Consultant of such new rates. SAMPLE CALCULATION: (Using 1% Index increase as an example) HOURLY RATE CHARGE 150.00/hr INDEX INCREASE (Assuming 1%) 150 x .01 = 1.50 1.50/hr. 151.50/hr Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Gates +Associates Page 3 of 14 T City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured;whichever is greater. The additional insured coverage under the Consultant's policy shall be "primary and non-contributory" and will not seek contribution from City's insurance or self-insurance and shall be at least.as broad as CG 20 01 04 12. In the event Consultant fails to maintain:coverage as required by this Agreement, City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled, changed, or allowed to lapse without at least thirty (30) days' prior.written notice to City of such cancellation, change, or lapse. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons.employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS 1,000,000.00) per accident. In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self- insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and,volunteers for loss arising from work performed under this Agreement. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Gates+Associates Page 4 of 14 An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Gates +Associates Page 5 of 14 d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. - 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c.If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Gates +Associates Page 6 of 14 4.4 All Policies Requirements. 4.4.1. Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. All self-insured retentions SIR) and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance: Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City (if agreed to in a written contract or agreement) before City's own insurance or self- insurance shall be called upon to protect City as a named insured. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Gates +Associates Page 7 of 14 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies,which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. To the maximum extent allowed by law, Consultant shall indemnify, keep and save harmless the City, and City Councilmembers, officers, agents and employees against any and all suits, claims or actions arising out of any injury to persons or property, including death, that may occur, or that may be alleged to have occurred, in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees, subcontractors or agents. Consultant further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action, Consultant shall, at its expense, satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or-subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6. STATUS OF CONSULTANT. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Gates+Associates Page 8 of 14 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any.other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Gates + Associates Page 9 of 14 shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty (30) days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontractinq. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Gates+ Associates Page 10 of 14 r r 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Gates+ Associates Page 11 of 14 Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a"conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Gates+ Associates Page 12 of 14 paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable,will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee:- 10.10 Notices. Any written notice to Consultant shall be sent to: Linda Gates, Partner Gates+Associates 2671 Crow Canyon Road San Ramon, CA 94583 Any written notice to City shall be sent to: Gary Huisingh, Public Works Director City Of Dublin Public Works 100 Civic Plaza Dublin, CA 94568 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and including the compensation schedule attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF 'UBLIN GATES +ASSOCIATES i istopher L. Foss, City M ager Linda ates, Partner ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Gates+ Associates Page 13 of 14 Attest: ovva /Qcg Caroline Soto, City Clerk Approved as to Form: Jo p akker, City Attorney ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Gates + Associates Page 14 of 14 EXHIBIT A SCOPE OF SERVICES Landscape Design Services 1. Prepare site, landscape and irrigation plans; 2. Provide topographic site surveys for design purposes; 3. Provide property line survey to confirm existing boundaries; 4. Coordinate with Local Services to determine surface and underground utilities including identification/resolution of potential conflicts; 5. Prepare Storm Water Management Plans and include temporary and permanent BMP's to meet NPDES storm water quality requirements; 6. Review geo-technical and engineering reports; 7. Conduct community outreach and build consensus for final concept design; 8. Prepare preliminary and final design plans, specifications, details, quantity calculations and accurate estimates of costs. 9. Assist in bidding and award phase; 10. Provide construction administration services. Project Management Assistance In addition, the City may decide to retain on-call services as necessary to assist with project management. It is not anticipated that all Consultants will have staff available to provide these additional services, however the City would like any firm that has this capability to identify staff members that may be able to perform the following duties: 1. Assist the City in managing small to medium-sized capital projects including the preparation of staff reports, project planning and coordination with other agencies and utilities. 2. Assist the City in managing consultant work including signing, landscaping, utility undergrounding, irrigation and lighting. 3. Assist the City in managing the construction of small to medium-sized projects including advertisement of projects, response to request for information, review of bids, award of contract, project accounting, and closeout. 4. Perform Utility Research and coordination with Utility companies. 5. Perform Base Mapping of capital projects. 6. Prepare baseline project design schedule using critical path method and update schedule as necessary. 7. Prepare application for and assist the City obtain the necessary permits and approvals from appropriate agencies. 8. Perform or manage sub-consultants in the preparation of geotechnical services required on the project including pavement structural section and other required soil characteristics for design of structures. Consulting Services Agreement between November 18, 2015 City of Dublin and Gates+Associates--Exhibit A Page 1 of 1 EXHIBIT B COMPENSATION SCHEDULE 2491073.1 Consulting Services Agreement between November 18, 2015 City of Dublin and Gates+ Associates.--Exhibit B Page 1 of 4 RATE: .SCHEDULE .: EFFECTIVE THROUGH JUNE 2016 . I Hourly: Fees Hourly Fees:for Services of : Rate Per Hour Partner 155.00 .$185.00 Principal 145.00 -$155.00' Senior Associate 100.00=.$135.00 : : Associate 80.00 '.$115.00' Irrigation Designer : : 120.00.: • '- Vl sual Communications Designer 115.00: Administrative/Drafter 80.00 $95.00 : Progress Billing for services rendered invoiced on:monthly basis II.. Expenses (Reimbursables) A.Consultarits'at approximatelythe same rates indicated above or on consultant B,: Other direct expenses at'costwhich:may include:: 1': Printing and reproduction costs: : : ' 2.: Mileage and travel.costs 3:''1Vliscellaneous . Hourly rates May adjusted on January 1 and July 1 of:each year and shall apply for any; services rendered after that date. GATES . . . CIATES ,. ENGINEERSISURYEYORSt PLANNER5:- r r . . PROFESSIONAL PERSONNEL:SERVICE,FEES .: :. . J ANlARY:1;2015-DECEMBER:31,.2015:: ; . PERSONNEL. _ ; :HOURLY RATES: : ENGINEERING Associate 187.00 : Project Manager 177.00=•$183.00 ;: Engineer:iV 164.00: Engineer I,II,III : 115:00.-.$133.00-:$151.00= PLANNING Planner I,II III' 115:00-.$133.00.-$151.00.. SURVEYING . Associate 187.00 : Project Manager 177.00-$183.00 Surveyor I,II., IV 115.00- $133:00:- $151.00: .$164.00:'. Survey Party Chief 153.00 Survey Chainman.. 99:00: : Apprentice 1,:II,III,IV : :. : : 61.00 - $81.00= $89:00 $95:00 Instruenentmarr:: 128.00 DESIGN..AND.DRAFTING.:. . Technician I;II;III. : 112.00_$118:00--$130.00 Drafter',II;1II;IV 87:00 - $96.00- $104:00-$114:00 Student Engineer/Surveyor 61.00 CONSTRUCTION ADMINISTRATION/QSP-QSD/INSPECTION Senior.Construction Administrator 17300. : Resident Engineer: : : 128:00 :. Field Engineer I;11,III : 115:00:-.$133.00- $151.00 . SERVICES AND EXPENSES • . . Project Assistant.. 72.00 Clerical/Administrative Assistant 61.00 Principals'.time-on projects:is_chargeable at:$215.00-$236-.00 per hour: . Charges for outside services,equipment,and facilities not furnished directly by BKF Engineers will be billed at: : cost:plus.10%. Such charges may include; but shall:not be limited to printing and reproduction services, shipping,delivery.,and:courier charges;subconsultantfees and:expenses;special fees,permits,and:insurance; transportation on public carriers,-meals,.and lodging;and consumable materials Mileage will be charged at the prevailing IRS:rate per mile.. Monthly invoices are due within 30 days:frorri invoice date.:Int erest will be charged at 0:833%per month on: : past due:acco.unts: : Expert witness/litigation rates are-available upon request. r GEOTECHNICAL l ENVIRONMENTAL . a .. WATERRESOURCES• Expect EXCEelence CONSTRUCTION SERVICES PREFERRED CLIENT FEE SCHEDULE PROFESSIONAL SERVICES : Effective April 2015 President : . 295.00 per hour• Principal"Engineer /Geologist 240.00 per.hour Associate Engineer/Geologist 220.00 per.hour Senior.Engineer/Geologist • 195.00 per hour Project Engineer/Geologist/Manager 175.00 per hour Environmental Scientist 170.00 per hour Staff Engineer/Geologist 155.00 per.hour Assistant Engineer 130.00 per hour • Construction Services Manager 155:00 per hour Senior:Field Representative II 140.00 per hour*/** Senior Field RepresentativeI 125.00 per hour*/**. Field Representative 115.00.per hour*/** Environmental Technician 120:00 per hour*/** Senior Laboratory Technician 140.00 per hour Laboratory Technician 125:00 per hour • CAD Specialist 125.00 per hour Network Administrator : 175;00 per hour Project Assistant 110:00 perbour. Two-hour minimum:portal to portal:Travel time pick-up and delivery will be:billed based on normal hourly rates;portal to portal: • OVERTIME RATES:'Rates increased by factor of 1.5 for all hours worked in excess of eight(8)Monday through Friday,and the first eight(8)hours worked'on Saturday.Rates increased by factor of 2.0 for all hours worked in excess of twelve(12)Monday through.Friday; all hours worked in excess of eight.(8)on.Saturday and all hours:worked on Sunday and holidays: . For Prevailing Wage projects increase the hourly rate by$15 Rates increased by factor of 125 for night.shif hours(hours commencing after 4'00 p.m.:or before 4:00a.m:);rates increased by factor of 1.875(an additional.factor of 1.5)for all night shift hours in excess of eight(8). ADDITIONAL SERVICES OFFERED In:'addition to our core services of:geotechnical, hydrologic and environmental.:engineering; including:construction=phase.testing and observation,ENGEO provides clients with services for establishment and management of Geologic Hazard Abatement:Districts(CHAD)and for Entitlement and Permitting Support(EPS).:.For more information about these services and associated.pricing;please contact,:ENGEO.at:= 925)866-9000.:. OTHER FEES: .. Equipment and materials will be charged in addition to the above.hourly rates... Outside Consultants,_Subcontracted Services and Equipment Rental Cost plus 20%:: e Deposition,Mediation,Arbitration,or:Court Appearance(Minimum Charge) 2000.00 half day,$4,000,00 full day . TERMS .. Invoices will be submitted at completion of.work or at:approximately.four week intervals and are due and'payable upon receipt. Statements will:be;issued at monthly intervals.Charges not paid within 30 days of invoice date.will accrue a late charge.at a rate of 1.5 percent per month.. In the event it becomes necessary to commence suit to collect amount due;Client agrees to pay attorney's fees and costs,as the court may deem reasonable until amount is paid.:.Fees will be applicable,for one year from the effective date above;..thereafter;er;fees will be adjusted annually. Our fees will be billed using an invoice format produced by:a standardized accounting software package.A more customized itemization of charges and backup data will be provided.upon Client's requests,but at additional fees:Final reports may be withheld until outstanding • invoices are paid in full: . Many risks potentially affect ENGEO:by virtue of entering into this agreement to perform services od behalf of client.A principal:risk is the. potential for human error by ENGEO.:For client to obtainthe benefit of a fee that includes a nominal allowance for dealing with our liability;, client agree to limit ENGEO's liability to Client and all other parties for claims arising out of our performance of the:services described in the agreement. The aggregate liability will not exceed'$50;000 (or ENGEO's fee, whichever:is:greater,but not more than $1;000,000)for professional acts, errors, or omissions,including attorney'.s fees and costs that may be awarded:to the prevailing party and client agrees to indemnify and hold harmless ENGEO from and against all liabilities in excess of the:monetary limit established above. April 1,.2015 . www.engeo.corn CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND GEOCON CONSULTANTS INC. This Agreement is made and entered into between the City of Dublin ("City") and GEOCON Consultants Inc. Consultant")as of July 1, 2016 (the"Effective Date"). In consideration of their mutual covenants,the parties hereto agree as follows: Section 1.SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A,the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2019, and Consultant shall complete the work described in Exhibit A as assigned by Task Order prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in conformance with standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2.COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; The beginning and ending dates of the billing period; A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects, all hours must also be logged by project assignment o A brief description of the work,and each reimbursable expense A Task Summary containing the original contract amount, the amount of prior billings,the total due this period,the balance available under the Agreement, and the percentage of completion; The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra,further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not exceed 3,000). Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Document Reproduction Postage 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3.FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks,filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location,quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges,vehicles, and reproduction facilities. Section 4.INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure"occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s)and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore, the requirements for coverage and limits shall be(1)the minimum coverage and limits specified in this Agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. The additional insured coverage under the Consultant's policy shall be"primary and non-contributory"and will not seek contribution from City's insurance or self- insurance and shall be at least as broad as CG 20 01 0412. In the event Consultant fails to maintain coverage as required by this Agreement, City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled, changed, or allowed to lapse without at least thirty(30)days' prior written notice to City of such cancellation, change, or lapse. 4.1 Workers'Compensation. Consultant shall,at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00)per accident. In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided,or the Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30)days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a.City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers,employees, agents,or volunteers. b.The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c.An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d.Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e.An endorsement shall state that coverage shall not be canceled except after thirty(30)days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant,at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended,voided,canceled by either party, reduced in coverage or in limits,except after thirty (30)days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a.The retroactive date of the policy must be shown and must be before the date of the Agreement. b.Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work,so long as commercially available at reasonable rates. c.If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise,at the Consultant's sole cost and expense,any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement.] 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests'rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete,certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. All self-insured retentions(SIR)and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City(if agreed to in a written contract or agreement) before City's own insurance or self-insurance shall be called upon to protect City as a named insured. 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies,which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or Terminate this Agreement. Section 5.INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. To the maximum extent allowed by law, Consultant shall indemnify, keep and save harmless the City, and City Councilmembers,officers, agents and employees against any and all suits, claims or actions arising out of any injury to persons or property, including death,that may occur, or that may be alleged to have occurred, in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees, subcontractors or agents. Consultant further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action, Consultant shall, at its expense, satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by,the insurance obligations contained in this Agreement. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System PERS)to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify,defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions,which would otherwise be the responsibility of City. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6.STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state,or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS)as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7.LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits,qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status,sex,or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of,or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal,state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8.TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon 30 days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software,video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports,design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9.KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records,files,or any other documents or materials, in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans,specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers,canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years, or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00),the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three(3)years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief,to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void,or unenforceable,the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a conflict of interest,"as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve(12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code§1090 et.seq.,the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code§ 1090 and, if applicable, will be disqualified from holding public office in the State of California. Principals and those performing work for City of Dublin may be required to submit a California Fair Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at http://www.fppc.ca.gov/Form700.html. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting,focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the City Manager("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: GEOCON Consultants Inc. Shane Rodacker, Principal 6671 Brisa Street Livermore, CA 94550 Any written notice to City shall be sent to: The City of Dublin Attn: Gary Huisingh 100 Civic Plaza Dublin,CA 94568 10.11 Integration. This Agreement, including Exhibits A, B and C, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations,or agreements, either written or oral. IN WITNESS HEREOF,the parties have caused their authorized representatives to execute this Agreement on the day of 20 . CITY OFD %LIN CONSULTANT n topher L. Foss, City M. ager Shane Rodacker, Principal Attest: Caroline Soto, City Clerk Approved as to Form: Johr Bakker, City Attorney EXHIBIT A SCOPE OF SERVICES Construction Inspection and Materials Testing Services Services may include construction inspection of Capital Improvement Program projects and/or improvements associated with private land development; Special Inspection (Concrete Placement, ACI or ICC, Electrical, Mechanical, Welding, Rebar, Conduit, Cables, etc.), and Public Works Inspection. Special Inspection firms shall be on the City of Dublin's Building Department's "Recognized Special Inspection & Testing Agency" list. Materials testing services may include Field and Laboratory Compaction Testing using Caltrans and ASTM methods, asphalt or concrete batch plant inspection. In addition, Consultant may be asked to perform other tasks as assigned and directed by the City Engineer. EXHIBIT B COMPENSATION SCHEDULE GEOCON CONSULTANTS,INC. GEOTECHNICAl ENVIRONMENTAL in MATERIALS 2015 SCHEDULE OF FEES PROFESSIONAL SERVICES Engineering Assistant,l a b oratory Technician S75114 Engineering Field Technician 1(including Nuclear(3auge),Special Inspector I 75;100(111VpItlir. Engineering Held Technician II Occluding Nuclear(lauge),Special Inspector 11 80/105(Plikip61-n. Engineering Held Technician Ill(including Nucleiu-Gauge).Special Inspector III 00115(10,V)Itilir, Word Processor,Technical Editor,1 anAgninin Research Assistant,'Technical Illustrator,Sr.Draftsman Project Coordinator,GIS Specialist 954r, Sniff Engineer4leologist/Scientist 105(hr Senior Staff EnginermIGeologistiSc elitist ......... ...,..........„........... ..„.............................. ....................„................ 115Mr. Project Engincer1GeologistiScientiar I 25/hr, Senior Project EngineerGeologist/Scientist.. 135ihr. Senior Engineer/Geologist/Scientist 155Ihr. Associate EngineerlicolonistiScientist ......................... ...... „........ .......... ....„.......... ........ IS5/1u. Principal EngineeriGtologisn'Scientist,Litigation Soprano Deposition,Court Appearance 400Thr, Overtime and Saturday Rate ...,........... ..... ................ ..... ............... ........ .... ....... 1.5X Regular 1 lowly Rate Sunday and holiday Rate 7X Regular Hourly Rate Minimum Professional Per .... ........„.....„..... ................ .................... ................... ............... $10041roject Albin/min Field Services Fee per day or call-out).......„.............................. ........... ...... ....... .............. 2 Hours 5.25.thour Surcharge for Technicians and Inspectors for Prevailing Wage(PW)per requirenleins of CaliMrMa I (auk§720,ez.Seq. 5 TRAVEL Pervonnel Regular IlUtIrly Rate Subsistence(Per Diem) S150.4lay Vehicle Mileage 4754444c EQUIPMENT&ANALYTICAL TESTS Nuclear Gauge Included in Feld Technician Rate Level D PPEtDecon Rinse Equipment C5Ovitty Pick-up Truck 8125lby plI(Conduenvitv.4Tcnmeraturc Meter . ...... 5(Lriay Equipment Truck 200.4lay 55-gallon drum S5eea. Direct-Push(liaMperator ..........„......,.,.,..... 16$11900.”),,t).:1)c. TPligi3TEX(EPA 8015A1/8(12143) 70/ca, Direct-Push Sample Liner INca. TH-Ig/BiTEXATTFIE(EPA 80157rE826013) 100(ca, Equipment Trailer I 00(day 1111-ittliPllino(I/PA 8015M) ........ ......,..75/eit. Wenner 4-Pin Earth Resistivity Meter ISO/day Elm!Oxygenate Compatinds(EPA 826011). 110/ea. Coring Machine(concrete,asphalt masonry) 175Iday Volatile Organic Compounds(EPA 8260101 150ied Dynamic Cone Penetrometer ISO/day Send-Volatile Organic Compounds(EPA 8270). 300icia. Dilatemeler(141,114 lest Equipment.--....... ..... 750Iday CAM 17 Metals(EPA 601041) 170.Ica. Generator or Air Compressor 100Idav Single Metal(EPA 601013) .. 2o(ca. GPS Unit 160iday 1'1,th:ides(EPA 80a1) I Drive-Tube Sampler or Band-Auger 40(klay Sail pl I(EPA.9045111 24,m Soil Sample Tuba(Brass or Stlii.11!L'SS) ... 10/ca. WET or TCLP Extraction Water Level Indicator it Otida) Sample Compositing..... ............... ..... 204romposite Rattery-Prnotereit Pump 75iday 411-hoar rn-Arout id-Ti me ............ „ ...... 60%SU rchasg oto-lonizat Meter 125/day 24-hear'Turn-Around-1 into................................... surcharge LABORATORY TESTS** CONIPACTION CURVES 51)11.051)AGGREGATE STABIL:EFT mild(015571)698) 1 75,Ca. Resistance Value,RovIalue(1)28441CA1.301) 5275/ea. 6-inch mold(Dl 557rIM91)19(Rea R-Value,14eated(CA1.30 I).. 300orm California Impact(CA1'16) 200.1eti dinnitt Bearing Bade(01887) 17 i'pt Check.Point 85/ca. Stabilization Ability of Limc,(C977) 180;ea. 6671 Brisa Street )13 Livermore.California 94550 II Tel(925)371-5900 ot Fax(925)371-5915 Page 1 of 2 SOIL r1ND AGGREGATE PROPERTIES 20O Wash(D1140EC1 I7) S60/ca. Moisture Determination.ndse sample(1)2216) S2tte t. Wet Sieve Analysis to 6200(D422'C AL202) 1 O0%ea Moisture.Determination and[`nit Weight([)2937). 401ca. Hydrometer Analysis(D422)1501er., Attetherg Limits:Plasticity lndcx(D4318).... ............. I$0,ea. Sieve Anatevis with Hydrometer(1)422)........, 180iea. Sand Equivalent(D2419'CAI,217)... .. . ............ ... 90iea. Specific Gravity,Soil(1)854) 70/ea, p1I and Resistivity(CAI.643)120:ea. Specific Gravity Coarse Aggregate(C127). ........... 5Olca Sulfate Content(CA1.417', 90iea. Specific Gravity Fine Arcgate(0128) 68/ca. Chloride Content(CAI 422)... ... ........ . ......... 501:'x1. Cct'Extract Shelby Tube - 50/ea. Organic Content(D2971) 50/ea. SHEAR STRENGTH CONCRETE Lsiconfned Compression(D,166)....... . ... .......... SI00'ea. Compressive Strength Cast Cylinders(C39) C29'ca_ Direct Shear(D3080)(3pt) 2001ca. Compressive Strength,Cores(C42) 4Orea. Unconsolidated-thidrai ed Triaxial Shear(D2850)....,..... 1251pt. Flexural Strength Beam(C781C293) OFca. Cnconsolidated-Uodraincd Triaxial Staged(D2850)1751ea. Splitting Tensile Test(C496) 69/ea. Consolidated-UndrainedT'riaxial Shear(D4767)-__._...__ 275'pt. Mix Design Review 2001ec Consolidated-Undrained Triaxial Staged(D4767) 350/ea. Trial Batch 475fea. Consolidated-Drained Triaxial Shear(0511110) 3701pt. Rebar Tensile 7 Bend(up to o I)) 100'ca. Consolidated-Drained Triaxial Staged(EM 1110).............. 475/ea. MASONRY CMU Compressive Strength(C140) SOO1ea. PERM):ABILITY,CONSOLIDATION AND EXPANSION Compressive Strength,Grout IC(019/UBC 21-19j 251ut. Permeability,Flexible Wall(D5084) S2651ca. Compressive Strength,Mortar(C10YUNC 21-15,16)...., 25/ea Permeability Rigid Wall(1)5856)., 255/a. CMG Unit Wt.,Dime t Al sorption(CI40)_.. Consolidation(D2435) 501pt. Compressive Strength.M s.nrtPrism(('1314).-, .....,. I15ea. Expansion Index(1)4829.UBC 29-2) 150'ca. HOT MIX ASPHALT AGGREGATE QUALITY Density,livicent(D2726/CAL308) S t O0/ca. Sieve Analysis to 5200(CI36) SI00!ea. Stabilometer Value(D1560/CAL366).......................__... 175/ea. i..A.Rattler Test(500 rev.)(0131) 185ica. Theoretical Max.Specific Gravity(D20411C.AI.309) 175/ea. Sand Equivalent(1)2419/CA1.2(7) 901ca. LxtractioniSicve Analysis(C136.'CAL202) 150tea. Durability Index(D3744,'CA1.229). 051ca. IIMA Core Unit Weight(Ut 188/C.AL308) 60:ea. Fine.Aggregate Aneala:ity(CAL 234) 1251ca_ %Asphalt,Ignition Method (D63307.'CAL382).,_..._.._.... 1OOica. Flat and Elongated Particles(D47911C'AL 235) I50Ica. f Asphalt,Ignition Calibration(D6307`CAI.382)............... 200/ea Percent Crushed Particles(CAL2O5) 150/ea %Voids(CAL 367) 275/ca. Travel shall be pre-approved in writing by City Project Manager in order to qualify for reimbursement of travel expenses. Mileage rate shall not exceed IRS rate,which is$.54 for 2016. REIMBURSABLES AND RATE INCREASES: Rates are all-inclusive of overhead, equipment, travel within the San Francisco Metropolitan Bay Area, office supplies, etc. Reimbursable items, if any, are invoiced at cost to our Clients. Rates are good through December 31, 2017. Consultant may submit a new rate schedule which shall not exceed 3%, and shall be based on the San Francisco Bay Area Consumer Price Index CPI for that period of time and this shall be submitted to the Public Works Director, or their designee, prior to taking effect. Remit Invoice to: City of Dublin Public Works Department 100 Civic Plaza Dublin, CA 94568 Pursuant to California Labor Code section 1771.1, Consultant shall be registered with the Department of Industrial Relations. Prevailing Wage Pursuant to California Labor Code Section 1771, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in the California Labor Code must be paid to all workers engaged in performing the Work. Pursuant to California Labor Code Section 1770 and following, the Director of Industrial Relations has determined the general prevailing wage per diem rates for the locality in which the Work is to be performed. Pursuant to California Labor Code Section 1773, the City has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in the locality in which the Work is to be performed for each craft, classification or type of worker needed to perform the project. Pursuant to California Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at the City Public Works Department and will be made available on request. Throughout the performance of the Work the Contractor must comply with all provisions of the Contract Documents and all applicable laws and regulations that apply to wages earned in performance of the Work. The Contractor is subject to prevailing wage rate compliance monitoring and enforcement by the California Department of Industrial Relations. The contractor or subcontractor(s) shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to California Labor Code Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to California Labor Code Section 1725.5 at the time the contract is awarded. EXHIBIT C Public Contract Code PRIME PROPOSER AND SUBCONSULTANTS MUST SUBMIT A SIGNED PUBLIC CONTRACT CODE STATEMENT*** Public Contract Code Section 10285.1 Statement In accordance with Public Contract Code Section 10285.1(Chapter 376,Stats. 1985),the proposer hereby declares under penalty of perjury under the laws of the State of California that the proposer has ,has not X (mark one) been convicted within the preceding three years of any offenses referred to in that section,including any charge of fraud, bribery,collusion,conspiracy,or any other act in violation of any state or Federal antitrust law in connection with the bidding upon,award of,or performance of,any public works contract,as defined in Public Contract Code Section 1101,with any public entity,as defined in Public Contract Code Section 1100,including the Regents of the University of California or the Trustees of the California State University.The term"proposer"is understood to include any partner,member,officer,director, responsible managing officer,or responsible managing employee thereof,as referred to in Section 10285.1. Note: The proposer must place a check mark after"has"or has not"in one of the blank spaces provided.The above Statement is part of the Proposal.Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement.Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. Public Contract Code Section 10162 Questionnaire In accordance with Public Contract Code Section 10162,the Proposer shall complete,under penalty of perjury,the following questionnaire: Has the proposer,any officer of the proposer,or any employee of the proposer who has a proprietary interest in the proposer, ever been disqualified,removed,or otherwise prevented from bidding on,or completing a federal,state,or local government project because of a violation of law or a safety regulation? Yes No X If the answer is yes,explain the circumstances in the following space. Public Contract Code 10232 Statement In accordance with Public Contract Code Section 10232,the PROPOSER, hereby states under penalty of perjury,that no more than one final unappealable finding of contempt of court by a federal court has been issued against the PROPOSER within the immediately preceding two year period because of the PROPOSER's failure to comply with an order of a federal court which orders the PROPOSER to comply with an order of the National Labor Relations Board. Note: The above Statement and Questionnaire are part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement and Questionnaire. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. By my signature on this proposal I certify, under penalty of perjury under the laws of the State of California,that the foregoing questionnaire and statements of the Public Contract Code Sections 10162, 10232 and 10285.1 are true and correct and that the proposer has complied with the requirements of Section 8103 of the Fair Employment and Housing Commission Regulations (Chapter 5,Title 2 of the California Administrative Code.) By my signature on this proposal I further certify, under penalty of perjury under the laws of the State of California and the United States of America,that the Noncollusion Affidavit required under Title 23 United States Code, Section 112 and Public Contract Code Section 7106; and the Title 49 Code of Federal Regulations, Part 29 Debarment and Suspension Certification are true and correct. May 17,2016 DATli AU"I'EIORIZ )SIGNATURE) Shane Rodacker, GE - Vice President NAMF.ANI)"II17,F) Geocon Consultants, Inc. COMPANY NAME) 6671 Brisa Street, Livermore, CA 94550 COMPANY AD1RCSS) ACORL CERTIFICATE OF LIABILITY INSURANCE 6/20/2016 onYrr) 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 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: Cavignac&Associates PHONE 619-234-6848 FAX 619-234-8601450BStreet, Suite 1800 NC No,Ext)- A/c No): E-MAIL su ort cavi nac.comSanDiegoCA92101ADDRESS: PP @ 9 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:Travelers Indemnity Co of Conn 25682 INSURED GEOCINC-01 INSURER B:Travelers Property&Casualty Compa 125674 Geocon Consultants, Inc. INSURER C:Beazley-Lloyds 6960 Flanders Drive San Diego, CA 92121 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:237510144 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 ADDL SUER LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITSMM/DD/YYYY) (MM/DDlYYYY) A x COMMERCIAL GENERAL LIABILITY Y N 6803F477512 1/1/2016 1/1/2017 EACH OCCURRENCE 1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY X JECT X J LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: A AUTOMOBILE LIABILITY Y N BA3278P130 1/1/2016 1/1/2017 COMBINED SINGLE LIMIT $ Ea accident) 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ AUT OWNED SCHEDULED BODILY INJURY(Per accident) $ HIRED AUTOS NON-OWNED PROPERTY DAMAGE AUTOS Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS-MADE AGGREGATE DED RETENTION$ B WORKERS COMPENSATION y UB3373T787 1/1/2016 1/1/2017 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT 1,000,000 OFFICER/MEMBER EXCLUDED? N/A Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Professional Liability W1A63B160101 1/1/2016 1/1/2017 Each Claim 2,000,000 Aggregate 4,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Dublin On-Call Inspection and Materials Testing [Proposal#LE-16-067]. City of Dublin and its officers, employees, agents and volunteers shall be covered as Additional Insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Geocon Consultants, Inc., including the Certificate Holder's general supervision of Geocon Consultant's Inc.; products and completed operations of Geocon Consultant's, Inc.; premises owned, occupied or used by Geocon Consultant's, Inc.; and automobiles owned, leased or used by Geocon Consultant's, Inc. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents or volunteers. Primary coverage applies to General See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The City of Dublin THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 100 Civic Plaza ACCORDANCE WITH THE POLICY PROVISIONS. Dublin CA 94568 AUTHORIZED REPRESENTATIVE 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01)The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: GEOCINC-01 LOC#: ACC)RE)ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Cavignac&Associates Geocon Consultants, Inc. 6960 Flanders Drive POLICY NUMBER San Diego, CA 92121 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Liability and Automobile Liability per policy form. Waiver of subrogation applies to Workers Compensation per policy form. Professional Liability-Claims made form, defense costs included within limit. If the insurance company elects to cancel or non-renew coverage for any reason other than nonpayment of premium Cavignac&Associates will provide 30 days notice of such cancellation or nonrenewal. ACORD 101 (2008/01) 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy No. BA3278P130 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BLANKET ADDITIONAL INSURED H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT– INCREASED LIMIT B. EMPLOYEE HIRED AUTO I. WAIVER OF DEDUCTIBLE–GLASS C. EMPLOYEES AS INSURED J. PERSONAL EFFECTS D. SUPPLEMENTARY PAYMENTS – INCREASED K. AIRBAGS LIMITS E. TRAILERS–INCREASED LOAD CAPACITY L. AUTO LOAN LEASE GAP F. HIRED AUTO PHYSICAL DAMAGE M. BLANKET WAIVER OF SUBROGATION G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES– INCREASED LIMIT A. BLANKET ADDITIONAL INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II– LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that per- son or organization, that is signed and executed by you before the "bodily injury" or"property damage" occurs and that is in effect during the policy period, to be named as an additional insured is an "insured" for Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organi- zation qualifies as an "insured" under the Who Is An Insured provision contained in Section II. B. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II– LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating a covered "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the con- duct of your business. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV – BUSINESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: CA T4 20 07 10 Page 1 of 4 2010 The Travelers Indemnity Company. All rights reserved. Includes the copyrighted material of Insurance Services Office, Inc. with its permission. Panes 9 of 7 Policy No. BA3278P130 COMMERCIAL AUTO 2) Any: a) Overdue lease or loan payments at the time of the "loss"; b) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mile- age; c) Security deposits not returned by the lessor; d) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance pur- chased with the loan or lease; and e) Carry-over balances from previous loans or leases. M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.S., Transfer Of Rights Of Recovery Against Others To Us, of SEC- TION IV— BUSINESS AUTO CONDITIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or or- ganization designated in such contract. Page 4 of 4 CA T4 20 07 10 2010 The Travelers Indemnity Company.All rights reserved. Includes the copyrighted material of Insurance Services Office, Inc. with its permission. Pan='2 of 7 POLICY NUMBER: 6803F477512 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN INSURED (Section available to such additional insured which covers such II): additional insured as a named insured, and we will not Any person or organization that you agree in a "contract share with the other insurance, provided that: or agreement requiring insurance" to include as an 1) The "bodily injury"or"property damage"for additional insured on this Coverage Part, but only with which coverage is sought occurs; and respect to liability for "bodily injury", "property damage" or 2) The "personal injury"for which coverage is personal injury" caused, in whole or in part, by your acts sought arises out of an offense committed; or omissions or the acts or omissions of those acting on after you have entered into that "contract or agreement your behalf: requiring insurance". But this insurance still is excess over a. In the performance of your ongoing operations; valid and collectible other insurance, whether primary, b. In connection with premises owned by or rented to excess, contingent or on any other basis, that is available you; or to the insured when the insured is an additional insured c. In connection with "your work"and included within the under any other insurance. products-completed operations hazard".C. The following is added to Paragraph 8. Transfer Of Such person or organization does not qualify as an Rights Of Recovery Against Others To Us in additional insured for"bodily injury", "property damage" or COMMERCIAL GENERAL LIABILITY CONDITIONS personal injury"for which that person or organization has Section IV): assumed liability in a contract or agreement. We waive any rights of recovery we may have against any The insurance provided to the additional insured is limited person or organization because of payments we make for as follows: bodily injury", "property damage" or "personal injury" d. This insurance does not apply on any basis to any arising out of "your work" performed by you, or on your person or organization for which coverage as an behalf, under a "contract or agreement requiring insurance" additional insured specifically is added by another with that person or organization. We waive these rights endorsement to this Coverage Part. only where you have agreed to do so as part of the e. This insurance does not apply to the rendering of or contract or agreement requiring insurance" with such failure to render any"professional services". person or organization entered into by you before, and in f. The limits of insurance afforded to the additional effect when, the "bodily injury" or "property damage" insured shall be the limits which you agreed in that occurs, or the "personal injury"offense is committed. contract or agreement requiring insurance" to D. The following definition is added to DEFINITIONS provide for that additional insured, or the limits shown Section V): in the Declarations for this Coverage Part, whichever Contract or agreement requiring insurance" means that are less. This endorsement does not increase the part of any contract or agreement under which you are limits of insurance stated in the LIMITS OF required to include a person or organization as an INSURANCE (Section III)for this Coverage Part. additional insured on this Coverage Part, provided that the B. The following is added to Paragraph a. of 4. Other bodily injury" and "property damage" occurs, and the Insurance in COMMERCIAL GENERAL LIABILITY personal injury" is caused by an offense committed: CONDITIONS (Section IV): a. After you have entered into that contract or However, if you specifically agree in a "contract or agreement; agreement requiring insurance"that the insurance provided b. While that part of the contract or agreement is in to an additional insured under this Coverage Part must effect; and apply on a primary basis, or a primary and non-contributory c. Before the end of the policy period. basis, this insurance is primary to other insurance that is 2007 The Travelers Companies, Inc. CG D3 81 09 07 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 1 of 1 Panes 4 of 7 POLICY NUMBER: 6803F477512 , BA3278P130 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY - NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE NUMBER OF DAYS NOTICE OF CANCELLATION: 30 PERSON OR ORGANIZATION: Any person or organization to whom you have agreed in a written contract that notice of cancellation of this policy will be given, but only if: 1. You send us a written request to provide such notice, including the name and address of such person or or- ganization, after the first Named Insured shown in the Declarations receives notice from us of the cancellation of this policy; and 2. We receive such written request at least 14 days before the beginning of the applicable number of days shown in this Schedule. ADDRESS: The address for that person or organization included in such written request from you to us. PROVISIONS: A. If we cancel this policy for any statuto rily permit- mail such notice to the address sho wn in the ted reason other than nonpayment of premium we schedule above at le ast the n umber of d ays will mail notice of cancellation to the person or or- shown for cancellation in the sche dule above be- ganization shown in the schedule above. We will fore the effective date of cancellation. IL T4 00 12 09 2009 The Travelers Indemnity Company Page 1 of 1 Pang, of 7 TRAVELERS WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD, CT 06183 ENDORSEMENT WC 99 06 11 (A) POLICY NUMBER: UB3373T787 NOTICE OF CANCELLATION Except for non payment of premium by you, we agree that no cancellation or limitation of thin policy shall become effective until the number of day's written notice specified in item 2 of the Schedule has been mailed to you and to the person or organization designated in item 1 of the Schedule at the address indicated. SCHEDULE 1. Name: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OR MATERIAL LIMITATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF; 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OR MATERIAL LIMITATION OF THIS POLICY; AND 2. WE RECEIVED SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. Address: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. 2. Number of Days Written Notice: 30 Additional Days This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Premium S Insurance Company Countersigned by DATE OF ISSUE: ST ASSIGN: Page 1 of 1 Panes A of 7 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (00) POLICY NUMBER:UB3373T787 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be %of the California workers'compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description ANY PERSON OR ORGANIZATION FOR WHICH THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. Pane i n of 1(1 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND GEOCON CONSULTANTS, INC This Agreement is made and entered into between the City of Dublin ("City") and GEOCON Consultants, Inc. Consultant")as of July 1, 2016(the"Effective Date"). In consideration of their mutual covenants,the parties hereto agree as follows: Section 1.SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A,the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2019, and Consultant shall complete the work described in Exhibit A as assigned by Task Order prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in conformance with standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2.COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation,the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently,the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,etc.; The beginning and ending dates of the billing period; A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects, all hours must also be logged by project assignment o A brief description of the work, and each reimbursable expense A Task Summary containing the original contract amount, the amount of prior billings,the total due this period, the balance available under the Agreement, and the percentage of completion; The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent,or subcontractor of Consultant reaches or exceeds 800 hours,which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received,for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra,further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not exceed 3,000). Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Document Reproduction Postage 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8,the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3.FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks,filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles,and reproduction facilities. Section 4.INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense,shall procure"occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s)and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore,the requirements for coverage and limits shall be(1)the minimum coverage and limits specified in this Agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured;whichever is greater. The additional insured coverage under the Consultant's policy shall be"primary and non-contributory" and will not seek contribution from City's insurance or self- insurance and shall be at least as broad as CG 20 01 04 12. In the event Consultant fails to maintain coverage as required by this Agreement, City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled,changed,or allowed to lapse without at least thirty(30)days' prior written notice to City of such cancellation,change,or lapse. 4.1 Workers'Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00) per accident. In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided,or the Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30)days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a.City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned,occupied,or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents,or volunteers. b.The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c.An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d.Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers,employees, agents, and volunteers. e.An endorsement shall state that coverage shall not be canceled except after thirty(30)days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS 1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided,canceled by either party, reduced in coverage or in limits,except after thirty(30)days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a.The retroactive date of the policy must be shown and must be before the date of the Agreement. b.Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c.If coverage is canceled or not renewed and it is not replaced with another claims- made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d.A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete,certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages,scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. All self-insured retentions (SIR)and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City(if agreed to in a written contract or agreement) before City's own insurance or self-insurance shall be called upon to protect City as a named insured. 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited,or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder,or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or Terminate this Agreement. Section 5.INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. To the maximum extent allowed by law, Consultant shall indemnify, keep and save harmless the City, and City Councilmembers, officers, agents and employees against any and all suits,claims or actions arising out of any injury to persons or property, including death,that may occur, or that may be alleged to have occurred, in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees, subcontractors or agents. Consultant further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action, Consultant shall, at its expense, satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System PERS)to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6.STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS)as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied,to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7.LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits,qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall,at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the basis of a person's race, religion,color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex,or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of,or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal,state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8.TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon 30 days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports,design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9.KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records,files,or any other documents or materials, in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices,vouchers,canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years, or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00),the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three(3)years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief,to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable,the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location,would place Consultant in a conflict of interest," as that term is defined in the Political Reform Act,codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve(12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code§1090 et.seq.,the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code§ 1090 and, if applicable,will be disqualified from holding public office in the State of California. Principals and those performing work for City of Dublin may be required to submit a California Fair Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at http://www.fppc.ca.gov/Form700.html. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting,focus group,or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the City Manager("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: GEOCON Consultants Inc. Shane Rodacker, Principal 6671 Brisa Street Livermore, CA 94550 Any written notice to City shall be sent to: The City of Dublin Attn: Gary Huisingh 100 Civic Plaza Dublin,CA 94568 10.11 Integration. This Agreement, including Exhibits A and B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements,either written or oral. IN WITNESS HEREOF,the parties have caused their authorized representatives to execute this Agreement on the 1st day of July, 2016. CITY OF DUBLIN CONSU TANT Awn or- ristopher L. Foss, City anager Shane Rodacker, Principal Attest: al,e, Lc Caroline Soto, City Clerk Approved as to Form: Jo Bakker, City Attorney EXHIBIT A SCOPE OF SERVICES Services may include geotechnical peer review of soils and geologic reports for private land development projects and Capital Improvement Program projects, testing and field observations, attendance at meetings as required. Geologic and/or geotechnical engineering technical peer reviews of development projects to be reviewed may include, but are not limited to: preparation of geotechnical and geologic reports, slope stability calculations, grading plans and proposed remedial grading plans, site improvement plans, retaining wall plans and calculations, creek stabilization plans, Storm Water Pollution Prevention Plans (SWPPP), Geologic Hazard Abatement District(GHAD) proposals and plans of control, interim grading reports and record drawings, geologic and/or geotechnical engineering observations during remedial grading, field inspections, project coordination and meetings with City Staff and developer's consultants. Geotechnical engineering services for a variety of Public Works projects, Capital Improvement Program projects and/or maintenance projects including roads, drainage, and other public facilities, and other tasks associated with Public Works infrastructure design, construction, and/or operation as assigned and directed by the City Engineer. EXHIBIT B COMPENSATION SCHEDULE PROFESSIONAL SERVICES Engineering Assistant, Laboratory Technician 75/hr. Engineering Field Technician I(including Nuclear Gauge),Special Inspector!75/100(PW)*/hr. Engineering Field Technician II (including Nuclear Gauge),Special Inspector II 80/105 (PW)*/hr. Engineering Field Technician III(including Nuclear Gauge),Special Inspector III 90/115(I'W)*Ihr. Word Processor,Technical Editor,Draftsman 75/hr. Research Assistant,Technical Illustrator,Sr. Draftsman 85/hr. Project Coordinator,GIS Specialist 95/hr. Staff Engineer/Geologist/Scientist 105/hr. Senior StaffEngineer/Geologist/Scientist 115/hr. Project Engineer/Geologist/Scientist 125/hr. Senior Project Engineer/Geologist/Scientist 135/hr. Senior Engineer/Geologist/Scientist 155/hr. Associate Engineer/Geologist/Scientist 185/hr. Principal Engineer/Geologist/Scientist, Litigation Support 225/hr. Deposition,Court Appearance 400/hr. Overtime and Saturday Rate 1.5X Regular Hourly Rate Sunday and Holiday Rate 2X Regular Hourly Rate Minimum Field Services Fee(per day or call-out) 2 Hours 25/hour Surcharge for Technicians and Inspectors for Prevailing Wage(P W)per requirements of California Labor Code§720,et.Seq. EQUIPMENT&ANALYTICAL TESTS Nuclear Gauge Included in Field Technician Rate Level D PPE/Decon Rinse Equipment 50/day Pick-up Truck 125/day p11/Conductivity/Temperature Meter 50/day Equipment Truck 200/day 55-gallon drum 55/ea. Direct-Push Rig/Operator 165/190(PW)*/hr. TPHg/BTEX(EPA 8015M/802IB) 70/ea. Direct-Push Sample Liner 10/ea. TPHg/BTEX/MTBE (EPA 8015M/8260B) 100/ea. Equipment Trailer 100/day TPHd/TPHmo (EPA 8015M) 75/ca. Wenner 4-Pin Earth Resistivity Meter 150/day Fuel Oxygenate Compounds(EPA 8260B) 1 10/ea. Coring Machine (concrete,asphalt, masonry)175/day Volatile Organic Compounds(EPA 8260B) 150/ea. Dynamic Cone Penetrometer 150/day Semi-Volatile Organic Compounds(EPA 8270) 300/ea. Dilatometer(DMT) Test Equipment 750/day CAM 17 Metals(EPA 6010B) 170/ea. Generator or Air Compressor 100/day Single Metal (EPA 6010B) 20/ea. GPS Unit 160/day Pesticides(EPA 8081) 125/ea. Drive-Tube Sampler or Hand-Auger 40/day Soil pH(EPA 9045C) 20/ea. Soil Sample Tube (Brass or Stainless) 10/ea. WET or TCLP Extraction 75/ea. Water Level Indicator 40/day Sample Compositing 20/composite Battery-Powered Pump 75/day Photo-Ionization Meter I25/day LABORATORY TESTS"" COMPACTION CURVES SOIL AND AGGREGATE STABILITY 4-inch mold(D1557/D698) 175/ea. Resistance Value, R-Value(D2844/CAL301) 275/ea. 6-inch mold (D1557/D698) 190/ea. R-Value, Treated (CAL301) 300/ea. California Impact(CAL216)200/ca. California Bearing Ratio (D1883) 175/pt. Check Point 85/ea. Stabilization Ability of Lime(C977) 180/ea. SOIL AND AGGREGATE PROPERTIES 200 Wash (D1140/C117) 60/ea. Moisture Determination, tube sample (D2216) 20/ea. Wet Sieve Analysis to#200 (D422/CAL202) 100/ea. Moisture Determination and Unit Weight(D2937) 40/ea. Hydrometer Analysis (D422) 150/ea. Atterberg Limits: Plasticity Index (D4318) 150/ea. Sieve Analysis with Hydrometer (D422) 180/ca. Sand Equivalent (D2419/CAL217) 90/ea. Specific Gravity, Soil (D854) 70/ea. pH and Resistivity (CAL643)120/ea. Specific Gravity Coarse Aggregate (C127) 50/ea. Sulfate Content(CAL417) 90/ea. Specific Gravity Fine Aggregate (C 128) 68/ea. Chloride Content(CAL422) 50/ea. Cut/Extract Shelby Tube 50/ea. Organic Content (D2974) 50/ea. SHEAR STRENGTH CONCRETE Unconfined Compression (D2166) 100/ea. Compressive Strength, Cast Cylinders (C39) 25/ea. Direct Shear(03080) (apt) 200/ea. Compressive Strength, Cores (C42) 40/ea. Unconsolidated-Undrained Triaxial Shear(D2850) 125/pt. Flexural Strength Beam (C78/C293) 80/ea. Unconsolidated-Undrained Triaxial Staged(D2850) 175/ea. Splitting Tensile Test (C496) 69/ea.Mix Design Review Consolidated-Undrained'1riaxial Shear(D4767) 275/pt. Trial Batch 200/ea. Consolidated-Undrained Triaxial Staged(D4767) 350/ea. Rebar Tensile I Bend (up to#11) 475/ea. Consolidated-Drained Triaxial Shear(EM111 O) 370/pt. MASONRY 100/ea. Consolidated-Drained Triaxial Staged(EMiliO) 475/ea. CMU Compressive Strength (C140) 60/ea. PERMEABILITY,CONSOLIDATION AND EXPANSION Compressive Strength, Grout (C1019/UBC 21-19) 25/ea. Permeability, Flexible Wall (D5084)265/ea. Compressive Strength, Mortar (C109/UBC 21-15,16) 25/ea. Permeability, Rigid Wall (D5856) 255/ea. CMU Unit Wt., Dimen., Absorption (C140) 60/ea. Consolidation (D2435)50/pt. Compressive Strength, Masonry Prism (C13 14) 115/ea. Expansion Index (D4829/UBC 29-2) 150/ea. HOT MIX ASPHALT AGGREGATE QUALITY Density, Hveem (D2726/CAL308) 100/ea. Sieve Analysis to #200 (C136) 100/ea. Stabilometer Value (D1560/CAL366)175/ea. L.A. Rattler Test (500 rev.) (C13 1) 185/ea. Theoretical Max. Specific Gravity (D2041/CAL309) 175/ea. Sand Equivalent (D2419/CAL217) 90/ea. Extraction/Sieve Analysis (C136/CAL202) 150/ea. Durability Index (D3744/CAL229) 165/ea. HMA Core Unit Weight(DI 188/CAL308) 60/ea. Fine Aggregate Angularity (CAL 234)125/ea. %Asphalt.Ignition Method (D6307/CAL382)100/ea Flat and Elongated Particles (D4791/CAL 235) 150/ea. %Asphalt,Ignition Calibration 307/CA L382)200/ea Percent Crushed Particles (CAL205) 150/ea. %Voids(CAL367) 275/ea REIMBURSABLES AND RATE INCREASES: Rates are all-inclusive of overhead, equipment, travel within the San Francisco Metropolitan Bay Area, office supplies, etc. Reimbursable items, if any, are invoiced at cost to our Clients. Rates are good through December 31, 2017. Consultant may submit a new rate schedule which shall not exceed 3%, and shall be based on the San Francisco Bay Area Consumer Price Index CPI for that period of time and this shall be submitted to the Public Works Director, or their designee, prior to taking effect. Remit Invoice to: City of Dublin Public Works Department 100 Civic Plaza Dublin, CA 94568 EXHIBIT C Public Contract Code PRIME PROPOSER AND SUBCONSULTANTS MUST SUBMIT A SIGNED PUBLIC CONTRACT CODE STATEMENT*** Public Contract Code Section 10285.1 Statement In accordance with Public Contract Code Section 10285.1(Chapter 376,Stats.1985),the proposer hereby declares under penalty of perjury under the laws of the State of California that the proposer has ,has not X (mark one) been convicted within the preceding three years of any offenses referred to in that section,including any charge of fraud, bribery,collusion,conspiracy,or any other act in violation of any state or Federal antitrust law in connection with the bidding upon,award of,or performance of,any public works contract,as defined in Public Contract Code Section 1101,with any public entity,as defined in Public Contract Code Section 1100,including the Regents of the University of California or the Trustees of the California State University.The term"proposer"is understood to include any partner,member,officer,director, responsible managing officer,or responsible managing employee thereof,as referred to in Section 10285.1. Note: The proposer must place a check mark after"has"or"has not"in one of the blank spaces provided.The above Statement is part of the Proposal.Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement.Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. Public Contract Code Section 10162 Questionnaire In accordance with Public Contract Code Section 10162,the Proposer shall complete,under penalty of perjury,the following questionnaire: Has the proposer,any officer of the proposer,or any employee of the proposer who has a proprietary interest in the proposer, ever been disqualified,removed,or otherwise prevented from bidding on,or completing a federal,state,or local government project because of a violation of law or a safety regulation? Yes No X If the answer is yes,explain the circumstances in the following space. Public Contract Code 10232 Statement In accordance with Public Contract Code Section 10232,the PROPOSER, hereby states under penalty of perjury,that no more than one final unappealable finding of contempt of court by a federal court has been issued against the PROPOSER within the immediately preceding two year period because of the PROPOSER's failure to comply with an order of a federal court which orders the PROPOSER to comply with an order of the National Labor Relations Board. Note: The above Statement and Questionnaire are part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement and Questionnaire. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. By my signature on this proposal I certify, under penalty of perjury under the laws of the State of California,that the foregoing questionnaire and statements of the Public Contract Code Sections 10162, 10232 and 10285.1 are true and correct and that the proposer has complied with the requirements of Section 8103 of the Fair Employment and Housing Commission Regulations (Chapter 5,Title 2 of the California Administrative Code.) By my signature on this proposal I further certify, under penalty of perjury under the laws of the State of California and the United States of America,that the Noncollusion Affidavit required under Title 23 United States Code,Section 112 and Public Contract Code Section 7106; and the Title 49 Code of Federal Regulations, Part 29 Debarment and Suspension Certification are true and correct. May 17, 2016 r DAT[s AuTt IORI''/.ND SIGN AI'URK:) Shane Rodacker, GE - Vice President NA MI,AND'CI'1'LE) Geocon Consultants, Inc. COMPANY NAME) 6671 Brisa Street, Livermore, CA 94550 COMPANY ADIRRSS) AC CERTIFICATE OF LIABILITY INSURANCE 6/20/20166/20/2016 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 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: Cavignac&Associates PHONE 619-234-6848 11 FAX 619-234-8601450BStreet, Suite 1800 A/C No,Fxt): A/C,No): E-MAIL SU Ort CBVI naC.COmSanDiegoCA92101ADDRESS: PP @ 9 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Travelers Indemnity Co of Conn 125682 INSURED GEOCINC-01 INSURER B:Travelers Property&Casualty Compa 125674 Geocon Consultants, Inc. INSURER C:Beazley-Lloyds6960FlandersDrive San Diego, CA 92121 INSURER D: INSURER E: I INSURER F: l COVERAGES CERTIFICATE NUMBER:237510144 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 ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER l(MM/DD/YYYY) (MM/DD/YYYY)I LIMITS A X COMMERCIAL GENERAL LIABILITY i Y N 6803F477512 1/1/2016 1 1/1/2017 EACH OCCURRENCE 1,000,000 OCCUR DAMAGE TO RENTEDCLAIMS-MADE X II PREMISES(Ea occurrence) $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $2,000,000 X POLICY X PECOT X LOC PRODUCTS-COMP/OP AGG I $2,000,000 OTHER' A AUTOMOBILE LIABILITY Y N BA3278P130 1/1/2016 1/1/2017 COMBINED SINGLE LIMIT $ Ea accident) 1,000,000 X ANY AUTO I BODILY INJURY(Per person) $ALL OWNED i SCHEDULED BODILY INJURY(Per accident) $AUTOS AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE AUTOS Per accident) UMBRELLA LIAB l OCCUR EACH OCCURRENCE EXCESS LIAB I CLAIMS-MADE AGGREGATE DED i RETENTION$ B WORKERS COMPENSATION y UB3373T787 1/1/2016 1/1/2017 X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N/A E.L.EACH ACCIDENT 1,00Q000 Mandatory in NH)E.L.DISEASE-EA EMPLOYE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Professional Liability W1A63B160101 1/1/2016 1/1/2017 Each Claim 2,000,000 Aggregate 4,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Dublin On-Call Inspection and Materials Testing [Proposal#LE-16-067]. City of Dublin and its officers, employees, agents and volunteers shall be covered as Additional Insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Geocon Consultants, Inc., including the Certificate Holder's general supervision of Geocon Consultant's Inc.; products and completed operations of Geocon Consultant's, Inc.; premises owned, occupied or used by Geocon Consultant's, Inc.; and automobiles owned, leased or used by Geocon Consultant's, Inc. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents or volunteers. Primary coverage applies to General See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETheCityofDublinTHEEXPIRATIONDATETHEREOF, NOTICE WILL BE DELIVERED IN 100 Civic Plaza ACCORDANCE WITH THE POLICY PROVISIONS. Dublin CA 94568 AUTHORIZED REPRESENTATIVE 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01)The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: GEOCINC-01 LOC#: AC RDA ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Cavignac&Associates Geocon Consultants, Inc. 6960 Flanders Drive POLICY NUMBER San Diego, CA 92121 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Liability and Automobile Liability per policy form. Waiver of subrogation applies to Workers Compensation per policy form. Professional Liability-Claims made form, defense costs included within limit. If the insurance company elects to cancel or non-renew coverage for any reason other than nonpayment of premium Cavignac&Associates will provide 30 days notice of such cancellation or nonrenewal. ACORD 101 (2008/01) 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy No. BA3278P130 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BLANKET ADDITIONAL INSURED H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT– INCREASED LIMIT B. EMPLOYEE HIRED AUTO I. WAIVER OF DEDUCTIBLE – GLASS C. EMPLOYEES AS INSURED J. PERSONAL EFFECTS D. SUPPLEMENTARY PAYMENTS – INCREASED K. AIRBAGS LIMITS E. TRAILERS–INCREASED LOAD CAPACITY L. AUTO LOAN LEASE GAP F. HIRED AUTO PHYSICAL DAMAGE M. BLANKET WAIVER OF SUBROGATION G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES– INCREASED LIMIT A. BLANKET ADDITIONAL INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II– LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that per- son or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an additional insured is an "insured" for Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organi- zation qualifies as an "insured" under the Who Is An Insured provision contained in Section II. B. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II– LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating a covered "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the con- duct of your business. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV – BUSINESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: CA T4 20 07 10 Page 1 of 4 2010 The Travelers Indemnity Company. All rights reserved. Includes the copyrighted material of Insurance Services Office, Inc. with its permission. Policy No. BA3278P130 COMMERCIAL AUTO 2) Any: a) Overdue lease or loan payments at the time of the "loss"; b) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mile- age; c) Security deposits not returned by the lessor; d) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance pur- chased with the loan or lease; and e) Carry-over balances from previous loans or leases. M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SEC- TION IV— BUSINESS AUTO CONDITIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or or- ganization designated in such contract. Page 4 of 4 CA T4 20 07 10 2010 The Travelers Indemnity Company. All rights reserved. Includes the copyrighted material of Insurance Services Office, Inc. with its permission. POLICY NUMBER: 6803F477512 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN INSURED (Section available to such additional insured which covers such II): additional insured as a named insured, and we will not Any person or organization that you agree in a "contract share with the other insurance, provided that: or agreement requiring insurance" to include as an 1) The "bodily injury"or"property damage"for additional insured on this Coverage Part, but only with which coverage is sought occurs; and respect to liability for "bodily injury", "property damage" or 2) The "personal injury"for which coverage is personal injury" caused, in whole or in part, by your acts sought arises out of an offense committed; or omissions or the acts or omissions of those acting on after you have entered into that "contract or agreement your behalf: requiring insurance". But this insurance still is excess over a. In the performance of your ongoing operations; valid and collectible other insurance, whether primary, b. In connection with premises owned by or rented to excess, contingent or on any other basis, that is available you; or to the insured when the insured is an additional insured c. In connection with "your work"and included within the under any other insurance. products-completed operations hazard".C. The following is added to Paragraph 8. Transfer Of Such person or organization does not qualify as an Rights Of Recovery Against Others To Us in additional insured for "bodily injury", "property damage" or COMMERCIAL GENERAL LIABILITY CONDITIONS personal injury"for which that person or organization has Section IV): assumed liability in a contract or agreement. We waive any rights of recovery we may have against any The insurance provided to the additional insured is limited person or organization because of payments we make for as follows: bodily injury", "property damage" or "personal injury" d. This insurance does not apply on any basis to any arising out of "your work" performed by you, or on your person or organization for which coverage as an behalf, under a "contract or agreement requiring insurance" additional insured specifically is added by another with that person or organization. We waive these rights endorsement to this Coverage Part. only where you have agreed to do so as part of the e. This insurance does not apply to the rendering of or contract or agreement requiring insurance" with such failure to render any "professional services". person or organization entered into by you before, and in f. The limits of insurance afforded to the additional effect when, the "bodily injury" or "property damage" insured shall be the limits which you agreed in that occurs, or the "personal injury"offense is committed. contract or agreement requiring insurance" to D. The following definition is added to DEFINITIONS provide for that additional insured, or the limits shown Section V): in the Declarations for this Coverage Part, whichever Contract or agreement requiring insurance" means that are less. This endorsement does not increase the part of any contract or agreement under which you are limits of insurance stated in the LIMITS OF required to include a person or organization as an INSURANCE (Section III)for this Coverage Part. additional insured on this Coverage Part, provided that the B. The following is added to Paragraph a. of 4. Other bodily injury" and "property damage" occurs, and the Insurance in COMMERCIAL GENERAL LIABILITY personal injury"is caused by an offense committed: CONDITIONS (Section IV): a. After you have entered into that contract or However, if you specifically agree in a "contract or agreement; agreement requiring insurance"that the insurance provided b. While that part of the contract or agreement is in to an additional insured under this Coverage Part must effect; and apply on a primary basis, or a primary and non-contributory c. Before the end of the policy period. basis, this insurance is primary to other insurance that is 2007 The Travelers Companies, Inc. CG D3 81 09 07 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 1 of 1 POLICY NUMBER: 6803F477512 , BA3278P130 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY - NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE NUMBER OF DAYS NOTICE OF CANCELLATION: 30 PERSON OR ORGANIZATION: Any person or organization to whom you have agreed in a written contract that notice of cancellation of this policy will be given, but only if: 1. You send us a written request to provide such notice, including the name and address of such person or or- ganization, after the first Named Insured shown in the Declarations receives notice from us of the cancellation of this policy; and 2. We receive such written request at least 14 days before the beginning of the applicable number of days shown in this Schedule. ADDRESS: The address for that person or organization included in such written request from you to us. PROVISIONS: A. If we cancel this policy for any statuto rily permit- mail such notice to the address sho wn in the ted reason other than nonpayment of premium we schedule above at le ast the n umber of d ays will mail notice of cancellation to the person or or- shown for cancellation in the sche dule above be- ganization shown in the schedule above. We will fore the effective date of cancellation. IL T4 00 12 09 2009 The Travelers Indemnity Company Page 1 of 1 TRAVELERS` WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD, CT 06183 ENDORSEMENT WC 99 06 11 (A) POLICY NUMBER: UB3373T787 NOTICE OF CANCELLATION Except for non payment of premium by you, we agree that no cancellation or limitation of this policy shall become effective until the number of day's written notice specified in item 2 of the Schedule has been mailed to you and to the person or organization designated in item 1 of the Schedule at the address indicated. SCHEDULE 1. Name: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OR MATERIAL LIMITATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF; 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OR MATERIAL LIMITATION OF THIS POLICY; AND 2 . WE RECEIVED SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. Address: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. 2. Number of Days Written Notice: 30 Additional Days This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Premium$ Insurance Company Countersigned by DATE OF ISSUE: ST ASSIGN: Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (00) POLICY NUMBER: UB3373T787 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description ANY PERSON OR ORGANIZATION FOR WHICH THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. Pono 1n of 1n CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND HARRIS&ASSOCIATES THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City")and Harris &Associates("Consultant"), as of July 1, 2014. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement,Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2016,the date of completion specified in Exhibit A,and Consultant shall complete the work described in Exhibit A prior to that date,unless the term of the Agreement is otherwise terminated or extended,as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement,as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial,first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City,in its sole discretion,at any time during the term of this Agreement,desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. in the event of a conflict between this Agreement and Consultant's proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consulting Services Agreement between June 17, 2014 City of Dublin and Harris&Associates Page 1 of 17 Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: Serial identifications of progress bills;i.e., Progress Bill No. 1 for the first invoice,etc.; The beginning and ending dates of the billing period; A Task Summary containing the original contract amount, the amount of prior billings, the total due this period,the balance available under the Agreement, and the percentage of completion; At City's option,for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work,the hours spent by each person, a brief description of the work, and each reimbursable expense; The total number of hours of work performed under the Agreement by Consultant and each employee,agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours,which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments,based on invoices received,for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last 10%of the total sum due pursuant to this Agreement within sixty(60)days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra,further,or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, Consulting Services Agreement between June 17,2014 City of Dublin and Harris&Associates Page 2 of 17 unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the following fee schedule: 2.6 Reimbursable Expenses. Reimbursable expenses are specified in the Consultant's Proposal. Expenses not listed are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination, In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.10 Rate Adjustments. Consultant will be entitled to an annual rate adjustment upon each annual anniversary of this Agreement, the amount of said increase to be approved by the City. The base for computing the adjustment shall be the Consumer Price Index for Urban Wage Earners for the San Francisco-Oakland Bay Area published by the U.S. Department of Labor, Bureau of Labor Statistics(Index)which is published for the year ending in December. If the Index has increased over the Index for the prior year,the rates for the following year shall be established by multiplying the rates for the current year by a fraction, the numerator of which is the Renewal Index and the denominator of which is the Index for the preceding year. In no case shall the adjusted rates be less than the initial rates as set forth in Exhibit B. A sample calculation is set forth below, The Public Works Director shall calculate the adjusted rate on each anniversary date of this agreement and shall provide notice to Consultant of such new rates. SAMPLE CALCULATION: (Using 1% index increase as an example) HOURLY CHARGE RATE 150.00/hr INDEX INCREASE(Assuming 1%) 150 x.01 = 1.50 1.50/hr 151.50/hr Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein,Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services Consulting Services Agreement between June 17,2014 City of Dublin and Harris&Associates Page 3 of 17 required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section,and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks,filing cabinets,and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location,quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer,long-distance telephone or other communication charges,vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant,at its own cost and expense,shall procure"occurrence coverage"insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives,employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers'Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers'Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00)per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements,but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator.The insurer,if insurance is provided,or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials,employees,and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30) days'prior written notice by certified mail, return receipt requested,has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00) Consulting Services Agreement between June 17,2014 City of Dublin and Harris&Associates Page 4 of 17 per occurrence,combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to,protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88)or Insurance Services Office form number GL 0002(ed. 1173) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9("any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers,employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant;products and completed operations of Consultant;premises owned,occupied,or used by Consultant;and automobiles owned, leased,or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents,or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers,officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. Consulting Services Agreement between June 17, 2014 City of Dublin and Harris&Associates Page 5 of 17 e. An endorsement shall state that coverage shall not be canceled except after thirty(30)days'prior written notice by certified mail, return receipt requested,has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant,at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party,reduced in coverage or in limits,except after thirty(30) days'prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b.Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c.If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement,Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. Consulting Services Agreement between June 17,2014 City of Dublin and Harris&Associates Page 6 of 17 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete,certified copies of all required insurance policies,at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages,scope,limits, and forms of such insurance are either not commercially available,or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement,only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers,employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond,guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies,which Consulting Services Agreement between June 17, 2014 City of Dublin and Harris&Associates Page 7 of 17 are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof;and/or Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify,defend with counsel selected by the City, and hold harmless the City and its officials,officers, employees, agents, and volunteers from and against any and all losses,liability,claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life,or damage to property,or any violation of any federal, state,or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors,or agents, by acts for which they could be held strictly liable,or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1)the injury, loss of life,. damage to property,or violation of law arises wholly from the negligence or willful misconduct of the City or its officers,employees, agents,or volunteers and (2)the actions of Consultant or its employees, subcontractor,or agents have contributed in no part to the injury, loss of life,damage to property,or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement,Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent,or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS)to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify,defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees,agents,or subcontractors, as well as for the payment of any penalties and interest on such contributions,which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement,Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; Consulting Services Agreement between June 17,2014 City of Dublin and Harris&Associates Page 8 of 17 however,otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City,state, or federal policy,rule, regulation, law,or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit,or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System PERS)as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied,to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever, Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity,Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals.of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses,permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the basis of a person's race, religion,color, national origin, age,physical or mental handicap or disability, medical condition,marital status,sex,or sexual orientation,against any employee, applicant for employment,subcontractor, bidder for a subcontract,or participant in, recipient of,or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal,state,and local laws, policies, rules,and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Consulting Services Agreement between June 17,2014 City of Dublin and Harris&Associates Page 9 of 17 Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty(30)days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination,Consultant shall be entitled to compensation for services performed to the effective date of termination;City, however,may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software,video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that,if City grants such an extension,City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator,City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence,experience,and specialized personal knowledge. Moreover,a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Consulting Services Agreement between June 17,2014 City of Dublin and Harris&Associates Page 10 of 17 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications,drawings, reports,design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps, models, charts, studies,surveys, photographs, memoranda,plans, studies,specifications, records, files, or any other documents or materials,in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans,specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices,vouchers, canceled checks,and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years,or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7,if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor,at the request of City or as part of any audit of the City,for a period of three(3)years after final payment under the Agreement. Consulting Services Agreement between June 17, 2014 City of Dublin and Harris&Associates Page 11 of 17 Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief,to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location,would place Consultant in a"conflict of interest, as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve(12) months, an employee, agent, appointee,or official of the City. If Consultant was an employee, agent, appointee,or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code§1090 et.seq,,the entire Agreement is void and Consultant will not be Consulting Services Agreement between June 17,2014 City of Dublin and Harris&Associates Page 12 of 17 entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code§ 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting,focus group, or interview related to this Agreement,either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the Public Works Director("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Vernon Phillips,Sr.VP Harris&Associates 1401 Willow Pass Road,#500 Concord Ca 94520 Any written notice to City shall be sent to Gary Huisingh,Public Works Director City of Dublin Public Works 100 Civic Plaza Dublin CA 94568 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report,first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled Seal and Signature of Registered Professional with report/design responsibility,"as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and including the compensation schedule attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements,either written or oral. Consulting Services Agreement between June 17,2014 City of Dublin and Harris&Associates Page 13 of 17 CITY OF DUBLIN HAR' &AS'.0,IATES LA Chri-topher L. Foss, City anager Vernon Phillips,Senior Vice Preside t Attest: GYf'I Caroline Soto, City Clerk Approved as to Form: Jo ker, City Attorney G:ICONSULTANTSWanis&Assodatess2014-164Harris agmt engineering seivices,doc Consulting Services Agreement between June 17,2014 City of Dublin and Harris&Associates Page 14 of 17 EXHIBIT A SCOPE OF SERVICES ON-CALL ENGINEERING SERVICES The scope of service under this on-call engineering services agreement includes the following: Civil Design/Project Management 1. Assist the City in managing small to medium-sized capital projects including the preparation of staff reports,engineering studies, project planning and coordination with other agencies and utilities. 2. Assist the City in acquiring the necessary approvals from Caltrans Local Assistance Division on federally-funded projects including preparation of forms and documents to acquire the project E-76 approval to construct,and/or other funding agencies including the Alameda County Transportation Commission and Metropolitan Transportation Commission. 3. Assist the City in managing consultant work including signing,traffic handling and stage construction, landscaping, utility undergrounding, irrigation and roadway lighting. 4. Assist the City in managing the construction of small to medium-sized projects including advertisement of projects, response to request for information, review of bids, award of contract,project accounting, and closeout. 5. Perform Topographic Survey for the design of capital projects. 6. Perform Utility Research and coordination with Utility companies. 7. Perform Base Mapping of capital projects. 8. Prepare baseline project design schedule using critical path method and update schedule as necessary. 9. Prepare all necessary project environmental documents or manage environmental sub- consultants work and implement the environmental mitigation measures in the design of the project. 10. Prepare application for and assist the City obtain the necessary permits and approvals from appropriate agencies. 11. Perform or manage sub-consultants in the preparation of geotechnical services required on the project including determination of soil°R"values, pavement structural section, and other required soil characteristics for design of structures. 12. Prepare preliminary design of projects and alternative design studies,as required. 13. Perform right-of-way engineering including right-of-way base map,exhibits, plats and descriptions. 14. As necessary, manage sub-consultants'work in preparing appraisal reports and right-of- way acquisition. Consulting Services Agreement between June 17, 2014 City of Dublin and Harris&Associates Page 15 of 17 15. Perform project design at the 35%,65%, 95% and 100%levels including cost estimates, as required by the City. 16. Prepare Storm Water Quality and Erosion Control plans in compliance with the latest requirements of the California Regional Water Control Board, San Francisco Bay Area region. 17. Prepare final engineering cost estimates and contract bid documents based on the latest bid item unit costs, Caltrans 2010 Specifications and Standard Plans, and federal requirements on federally-funded projects. 18. Provide design support services during construction and prepare final record of drawings based on as-built drawings provided by the City. Consulting Services Agreement between June 17, 2014 City of Dublin and Harris&Associates Page 16 of 17 EXHIBIT B COMPENSATION SCHEDULE City shall pay Consultant for work to be performed pursuant to this Agreement per the Fee Schedule(s)entitled,"Hourly Rates Applicable to On-Call Engineering Services for the City of Dublin Service Category A—Civil Design/Project Management,"attached hereto. Consulting Services Agreement between June 17, 2014 City of Dublin and Harris&Associates Page 17 of 17 SECTION 6 N RATES Harris&Associates Hourly Rates Applicable to On-Call Engineering Services for the City of Dublin Service CategoryA- Civil Design/Project Management Effective January 1 -December 31,2014 Rates for Named Staff: Hourly Rate Jasmine Cuffee,PE,Contract/Project Manager 210KurtMaire,PE,Project Engineer 140KyleCarbert,PE,QSP/D,Project Engineer 140KouroshIranpout,PE,Project Manager 205MelizaCruz-Lopez,EIT,Project Engineer 110DanielWilkins,EIT,Project Engineer 110LuellaGabriel,EIT,Project Engineer 155VernPhillips,PE,Principal in Charge/QC 220 Rate Ranges for Engineering Services Group Hourly Rate Project Directors/Principal in Charge 190-225ProjectManagers150-210ProjectEngineers105-160TechnicalSupport75-130Administration65-95 Notes:Rates are subject to adjustment due to promotions during the effective period of this schedule. A new rate schedule will become effective January 1,2015 and on the 1st of January every yearthereafter.Unless otherwise indicated in the cost proposal,hourly rates include most direct costs such as travel,equipment,computers,communications and reproduction (except large quantities such as construction documents for bidding purposes). axis&Associates I Section 6-Roles 9 AMENDMENT#1 TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND HARRIS & ASSOCIATES WHEREAS, on July 1, 2014, the City of Dublin (hereinafter referred to as CITY") and Harris & Associates (hereinafter referred to as "CONSULTANT") entered into a Consulting Services Agreement for Civil Design and Project Management engineering services (hereinafter referred to as the "AGREEMENT"); and WHEREAS, the existing AGREEMENT has a two-year term, expiring on June 30, 2016; and WHEREAS, the CITY and CONSULTANT now wish to amend the Agreement to extend the two-year term, amend invoicing terms and to amend conflict of interest language. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the AGREEMENT is amended as follows: 1) Section 1.1 Term of Services shall be rescinded in its entirety and replaced with the following: 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2018, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 2) Section 2.1 Invoices shall be rescinded in its entirety and replaced with the following: 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Contract shall be more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; The beginning and ending dates of the billing period; Amendment#1 To Consultant Services Agreement between City of Dublin and HARRIS &ASSOCIATES MAY2016/DPW/N CMIVERSION 1 A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects, all hours must also be logged by project assignment o A brief description of the work, and each reimbursable expense A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 3) Paragraph 10.7 Conflict of Interest shall be rescinded in its entirety and replaced with the following: 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant Amendment#1 To Consultant Services Agreement between City of Dublin and HARRIS &ASSOCIATES MAY201 6/DPW/N CMNE RS ION 1 understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. Principals and those performing work for City of Dublin may be required to submit a California Fair Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at www.fppc.ca.gov/index.php?id=500. 4) Except to the extent inconsistent with this First Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. Amendment#1 To Consultant Services Agreement between City of Dublin and HARRIS &ASSOCIATES MAY2016/DPW/NCMNERSION 1 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the date and year first above written. CITY OF DUBLIN Dated: w G By:Y Chris Foss, Cit 41111.nager ATTEST: By: sc Caroline Soto, City Clerk HARRIS & ASSOCIATES Dated: 6/6/Z"6 gy: ris Dunn Vice President Amendment#1 To Consultant Services Agreement between City of Dublin and HARRIS&ASSOCIATES M AY2016/DPW/N CMNE RSION 1 ACCPRD® 11/23/20115 Y) CERTIFICATE OF LIABILITY INSURANCE 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 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 0757776 1-800-877-4560 CONTACT NAME: HUB International Insurance Services Inc. PHONE 925 609-6500 FAX 925 609-6550A/C.No,Ext): AIC,No): E-MAIL P.O. Box 4047 ADDRESS: Concord, CA 94524 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Citizens Insurance Company of America INSURED INSURER B: Navigators Specialty Insurance Company Harris & Associates Inc. Travelers Property Casualty Co of Amer. Attn: Susan Mandilag INSURERC: P Y Y 1401 Willow Pass Road, Suite 500 INSURERD: Continental Casualty Company INSURER E: Concord, CA 94520 INSURER F: COVERAGES CERTIFICATE NUMBER: 45489917 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 I TYPE OF INSURANCE INSDRL-SWVD POLICY NUMBER JMMLDD//YYYY) (MM/DD//YYYY) LIMITS A GENERAL LIABILITY ZBF9201722 08/01/15 08/01/16 EACH OCCURRENCE 2,000,000 X DAMAGE TO RENTED 1,000,000 COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $ CLAIMS-MADE X OCCUR MED EXP(Any one person) $10,000 X Ded: 0 PERSONAL&ADV INJURY $2,000,000 GENERAL AGGREGATE $4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $4,000,000 POLICY X PRO- X LOC AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT Ea accident) BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS Per accident) B UMBRELLA LIAB X OCCUR LA15EXC712701IC 08/O1/1E 08/01/16 EACH OCCURRENCE 10,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE i $ 10,000,000 DED X RETENTION$0 c WORKERS COMPENSATION PJUB8166N36A15 ** 08/01/lc 08/01/16 X ORY IMITS ER AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N N/A Mandatory in NH) E.L.DISEASE-EA EMPLOYEE$ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D PROFESSIONAL LIABILITY AEH591891588 08/01/15 08/01/16 Per Claim: 5,000,000 Claims-Made Aggregate: 10,000,000 Ded. Each Claim: 150,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) Workers Compensation policy excludes monopolistic states ND, OH, WA, WY. General Liability Additional Insured status granted, if required by written contract/agreement, per attached forms MAN 0426 & MAN 0427. City, its officers, employess, agents & volunteers are additional insureds under General Liability if required by a written contract RE: On-call Engineering Services HA #1310056) CERTIFICATE HOLDER CANCELLATION 131-0056 (2021) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Dublin THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Nicole Gonzales Senior Administrative Analyst AUTHORIZED REPRESENTATIVE 100 Civic Plaza Dublin, CA 94568 I USA 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD smandilag 45489917 POLICY NUMBER: ZBF9201722 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 Name Of Additional Insured Person(s) Or Organization(s): Location(s) Of Covered Operations BLANKET AS REQUIRED BY WRITTEN CONTRACT 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 B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional exclu- organization(s) shown in the Schedule, but only with sions apply: respect to liability for "bodily injury", "property This insurance does not apply to "bodily injury" or damage" or"personal and advertising injury"caused,property damage" occurring after: in whole or in part, by: 1. All work, including materials, parts or equipment1. Your acts or omissions; or furnished in connection with such work, on the 2. The acts or omissions of those acting on your project (other than service, maintenance or behalf; repairs) to be performed by or on behalf of the in the performance of your ongoing operations for the additional insured(s) at the location of the covered additional insured(s) at the location(s) designated operations has been completed; or above.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 subcontractor engaged in performing operations for a principal as a part of the same project. MAN 0426 Page 1 of 1 POLICY NUMBER: ZBF9201722 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): Location And Description Of Completed BLANKET AS REQUIRED BY WRITTEN CONTRACT 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 include as an additional insured the person(s) or organization(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 location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". MAN 0427 Page 1 of 1 POLICY NUMBER: ZBF9201722 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Other Insurance—Primary and Non-Contributory Additional Insured) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Section IV—Commercial General Liability Conditions 4.Other Insurance a. Additional Insureds a) That is Fire, Extended Coverage, If you agree in a written contract, written Builder's Risk or agreement or permit that the insurance Risk, Installation R similar coverage for provided to any person or organization your work"; included as an Additional Insured under Section II — Who is An Insured, is b) That is Fire insurance primary and non-contributory, the for premises rented to applies: the Additional Insured following ppl or temporarily occupied by the Additional If other valid and collectible insurance is Insured with permission available to the Additional Insured for a of the owner; loss we cover under Coverages A or B c) That is insurance of this Coverage Part, our obligations purchased by the are limited as follows: Additional Insured to 1.Primary Insurance cover the Additional This insurance is primary to other Insured's liability as a insurance that is available to the tenant for "property Additional Insured which covers the damage" to premises Additional Insured as a Named rented to the Additional Insured We will not seek Insured or temporarily contribution from any other occupied by the insurance available to the Additional Additional with Insured except: permission of the i. For the sole negligence of the owner;or Additional Insured;d) If the loss arises out of the maintenance or use ii. when the Additional Insured is of aircraft, "autos" or an Additional Insured under watercraft to the extent another primary liability policy; not subject to Exclusion or g. of Section I — iii. when 2. below applies.Coverage A — Bodily If this insurance is primary, our Injury And Property obligations are not affected unless Damage Liability. any of the other insurance is also When this insurance is excess, we will have primary.Then,we will share with all no duty under Coverages A or B to defend the that other insurance by the method insured against any "suit" if any other insurer described in 3.below. has a duty to defend the insured against that 2. Excess Insurance suit". If no other insurer defends, we will undertake to do so, but we will be entitled to This insurance is excess over: the insured's rights against all those other 1) Any of the other insurance, insurers. whether primary, excess, When this insurance is excess over other contingent or on any other insurance, we will pay only our share of the basis: amount of the loss, if any, that exceeds the sum of: Page 1 of 2 421-0452 06 07 Includes copyrighted material of Insurance Services Offices,Inc.,with its permission 1) The total amount that all such other 3. Method Of Sharing insurance would pay for the loss in the If all of the other insurance permits absence of this insurance; and contribution by equal shares, we will 2) The total of all deductible and self- follow this method also. Under this insured amounts under all that other approach each insurer contributes equal insurance. amounts until it has paid its applicable We will share the remaining loss, if any, limit of insurance or none of the loss with any other insurance that is not remains, whichever comes first. described in this Excess Insurance If any of the other insurance does not provision and was not bought specifically permit contribution by equal shares, we to apply in excess of the Limits of will contribute by limits. Under this Insurance shown in the Declarations of method, each insurer's share is based on this Coverage Part. the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Page 2 of 2 421-0452 06 07 Includes copyrighted material of Insurance Services Offices,Inc.,with its permission POLICY NUMBER: ZBF9201722 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: BLANKET WITH WRITTEN CONTRACT Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 Insurance Services Office, Inc.,2008 Page 1 of 1 TRAVELERSJ~ WORKERS COMPENSATION AND ONE TOWER SQUARE HARTFORD, CT 06183 EMPLOYERS LIABILITY POLICYHARTFORD, ENDORSEMENT WC 00 03 13 (00)-01 POLICY NUMBER: (PJUB-8166N36-A-15) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. DATE OF ISSUE: 07-28-15 ST ASSIGN: A D- CERTIFICATE OF LIABILITY INSURANCE DATE(MMND/YYYY) 11124/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les)must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACTNAME: Marsh Sponsored Programs PHONE FAx Ne 1.877.320.9393 A)c,No:515.365.0895 a service of Seabury&Smith,Inc. A Ess. riskmanagement @marshpm.com Vendor ID:31459 PO Box 14404 Des Moines,IA 50306-9686 INSURER(S)AFFORDING COVERAGE NAIL a INSURER A- Old Republic Insurance Company 24147 INSURED INSURER B. HARRIS&ASSOCIATES 1401 Wilow Pass Road,Ste 500 INSURER C: Concord,CA 94520 INSURER D INSURER E• INSURERF. COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUCY 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 AU.THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.UMIT S SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER' POLICY EFF POLICY EXP LIMITSLTRINSD,(NQ•POUCY NUMBER MMIDDrYYYTI luu/DDIYYYYI COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE f DAMAGE TO RENTEDICLAIMS-MADE n OCCUR PREMISES la occurrence) f MED EXP(Any one person) S PERSONAL I ADV INJURY $ GENL AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S R POLICY U JEC LOC — _ PRODUCTS-COMPlOPAGO t OTHER f AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT f 1,000,000Eariern X ANY AUTO BODILY INJURY per person) f ALL OWNED —SCHEDULED X X L100554-15 08101/2015 08/01/2016 BODILY INJURY(Pr acdeenq SAAUTOSAUTOS HIRED AUTOS AUN T SEED ITEILA cldw DAMAGE f I UMBRELLA LIAR i OCCUR EACH OCCURRENCE I— EXCESS LLAB CLAIMSMADE AGGREGATE f DED RETENTION I I YORKERS COMPENSATION AND EMPLOYERS'LIABILITY Y/N 5 EE A WE I I EP" ANY PROPRIETORIPARINERIEXECUUVE N IAA Et EACH ACCIDENT S OFFICERIMEMBER EXCLUDED? Mandatory In NH) EL DISEASE-EA EMPLOYEE f II yes,e.sedw DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT f i DESCRIPTION OF OPERATIONS f LOCATIONS I VEHICLES(ACORD 101.Add banal Remarks Schedule may be anarhed If more apace Is required) GPBR 1XLT Policy provides prolection for any d all operetknsl)obs performed by the named Insured where required by written contract.Certificate holder Is an Additional Insured where required by written contract Waiver of Subrogation Included where required by written contract.Insurance Is primary and nontonuibutory. City,Its officers,employees,agents and volunteers am additional Instead where requited by written contract RE; On-Cat Engineering Services (HA#1310056) CERTIFICATE HOLDER CANCELLATION 131-0056(2021) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Dublin THE EXPIRATION DATE THEREOF. NOTICE 1MLL BE DELIVERED IN Nicole Gonzales ACCORDANCE WITH THE POLICY PROVISIONS. • Senior Administrative Analyst 100 Civic Plaza AUTHORIZED REPRESENTATIVE em / C' -Dublin,CA 94568 O 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD OLD REPUBLIC INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED ENDORSEMENT T his endorsement modifies insurance provided under the following; BUSINESS AUTO COVERAGE FORM Schedule Any person(s) or organization(s)as required by written contract or agreement. 1. SECTION II—COVERED AUTOS LIABILITY COVERAGE,A.Coverage, 1.Who Is An Insured is amended to include the person(s) or organization(s) designated in the Schedule above but only for damages: a. Which are covered by this insurance;and b. Which you have agreed to provide in a written contract. 2. The limits of insurance afforded to such person(s)or organization(s)will be: a. The minimum limits of insurance which you agreed to provide, or b. The limits of insurance of this policy whichever is less. CA 560 002 1213 Page 1 of 1 L10055415 08!0112015-08/01/2016 Harris&Associates POLICY NUMBER: COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Harris&Associates Endorsement Effective Date: 08/01/2015 SCHEDULE Name(s)Of Person(s)Or Organization(s): All persons or organizations as required by written contract or agreement. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the loss" under a contract with that person or organization. CA 04 44 10 13 0 Insurance Services Office, Inc.,2011 Page 1 of 1 L100554-15 0810112015.08101/2016 Harris&Associates IL 10 (12/06) OLD REPUBLIC INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED/DESIGNATED INSURED AMENDMENT - PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SCHEDULE Designated Person(s)or Organization(s): All persons or organizations where required by written contract. WHO IS AN INSURED(SECTION II) is amended to include the person(s)or organization(s)shown in the above Schedule, but only with respect to "accidents" arising out of work being performed for such person(s)or organization(s). As respects any person(s) or organization(s) shown in the above Schedule with whom you have agreed in a written contract to provide primary insurance on a non-contributory basis, this insurance will be primary to and non-contributing with any other insurance available to such person(s)or organizations(s). PCA 048 06 07 Page 1 of 1 08/01/2015-08/01/2016 L100554-15 Harris&Associates CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND KIMLEY-HORN&ASSOCIATES, INC. THIS AGREEMENT for consulting services is made by and between the City of Dublin("City")and Kimley-Horn &Associates, Inc.,("Consultant")as of July 1, 2014. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A,the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2016,the date of completion specified in Exhibit A,and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended,as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement,as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a manner to confirm to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement,desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, regarding the amount of compensation,the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consulting Services Agreement between June 17,2014 City of Dublin and Kimley-Hom &Associates, Inc. Page 1 of 17 Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently,the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; The beginning and ending dates of the billing period; A Task Summary containing the original contract amount,the amount of prior billings, the total due this period,the balance available under the Agreement, and the percentage of completion; At City's option,for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work,the hours spent by each person, a brief description of the work, and each reimbursable expense; The total number of hours of work performed under the Agreement by Consultant and each employee, agent,and subcontractor of Consultant performing services hereunder,as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent,or subcontractor of Consultant reaches or exceeds 800 hours,which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received,for services satisfactorily performed,and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last 10%of the total sum due pursuant to this Agreement within sixty(60)days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra,further,or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, Consulting Services Agreement between June 17,2014 City of Dublin and Kimley-Horn &Associates, Inc. Page 2 of 17 unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the following fee schedule: 2.6 Reimbursable Expenses. Reimbursable expenses are specified in the Consultant's Proposal. Expenses not listed are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8,the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.10 Rate Adjustments. Consultant will be entitled to an annual rate adjustment upon each annual anniversary of this Agreement,the amount of said increase to be approved by the City. The base for computing the adjustment shall be the Consumer Price Index for Urban Wage Earners for the San Francisco-Oakland Bay Area published by the U.S. Department of Labor, Bureau of Labor Statistics(Index)which is published for the year ending in December. If the Index has increased over the Index for the prior year,the rates for the following year shall be established by multiplying the rates for the current year by a fraction,the numerator of which is the Renewal Index and the denominator of which is the Index for the preceding year. In no case shall the adjusted rates be less than the initial rates as set forth in Exhibit B. A sample calculation is set forth below. The Public Works Director shall calculate the adjusted rate on each anniversary date of this agreement and shall provide notice to Consultant of such new rates. SAMPLE CALCULATION: (Using 1%index increase as an example) HOURLY CHARGE RATE 150.00/hr INDEX INCREASE(Assuming 1%) 150 x.01 = 1.50 1.50/hr 151.50/hr Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services Consulting Services Agreement between June 17, 2014 City of Dublin and Kimley-Hom &Associates, Inc. Page 3 of 17 required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks,filing cabinets, and conference space,as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location,quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense,shall procure"occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives,employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s)and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers'Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers'Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00)per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator.The insurer, if insurance is provided,or the Consultant, if a program of self-insurance is provided,shall waive all rights of subrogation against the City and its officers,officials,employees,and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30) days'prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00) Consulting Services Agreement between June 17,2014 City of Dublin and Kimley-Horn &Associates, Inc. Page 4 of 17 per occurrence,combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88)or Insurance Services Office form number GL 0002(ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90)Code 8 and 9("any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers,employees, agents,and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied,or used by Consultant; and automobiles owned, leased,or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents,or volunteers. b. The insurance shall cover on an occurrence or an accident basis,and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers,officials,employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. Consulting Services Agreement between June 17,2014 City of Dublin and Kimley-Hom &Associates, Inc. Page 5 of 17 e. An endorsement shall state that coverage shall not be canceled except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense,shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended,voided, canceled by either party, reduced in coverage or in limits,except after thirty(30) days'prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c.If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. Consulting Services Agreement between June 17,2014 City of Dublin and Kimley-Hom&Associates, Inc. Page 6 of 17 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests'rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available,or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insufrd'retentions with respect to City, its officers,employees,agents,and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond,guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited,or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies,which Consulting Services Agreement between June 17,2014 City of Dublin and Kimley-Hom &Associates, Inc. Page 7 of 17 are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder,or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof;and/or Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify,defend with counsel selected by the City, and hold harmless the City and its officials,officers, employees, agents, and volunteers from and against any and all losses, liability,claims,suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life,or damage to property,or any violation of any federal,state,or municipal law or ordinance, to the extent caused, by the willful misconduct or negligent acts or omissions of Consultant or its employees,subcontractors,or agents. The foregoing obligation of Consultant shall not apply when(1)the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees,agents, or volunteers and(2)the actions of Consultant or its employees,subcontractor,or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee,agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System(PERS)to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify,defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents,or subcontractors, as well as for the payment of any penalties and interest on such contributions,which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however,otherwise City shall not have the right to control the means by which Consultant Consulting Services Agreement between June 17,2014 City of Dublin and Kimley-Hom &Associates, Inc. Page 8 of 17 accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law,or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit,or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System PERS)as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority,express or implied,to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another govemmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the basis of a person's race, religion, color, national origin,age, physical or mental handicap or disability, medical condition, marital status, sex,or sexual orientation,against any employee, applicant for employment, subcontractor, bidder for a subcontract,or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal,state,and local laws, policies, rules,and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Consulting Services Agreement between June 17, 2014 City of Dublin and Kimley-Horn &Associates, Inc. Page 9 of 17 Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty(30)days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes,and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence,experience,and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Consulting Services Agreement between June 17,2014 City of Dublin and Kimley-Hom &Associates, Inc. Page 10 of 17 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans,specifications,drawings, reports,design documents,and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the reasonable cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps, models, charts, studies,surveys, photographs, memoranda, plans,studies,specifications, records,files, or any other documents or materials, in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices,vouchers,canceled checks,and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years,or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection,audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three(3)years after final payment under the Agreement. Consulting Services Agreement between June 17, 2014 City of Dublin and Kimley-Hom &Associates, Inc. Page 11 of 17 Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief,to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement,the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable,the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location,would place Consultant in a"conflict of interest,"as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve(12) months,an employee,agent, appointee,or official of the City. If Consultant was an employee, agent, appointee,or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code§1090 et.seq.,the entire Agreement is void and Consultant will not be Consulting Services Agreement between June 17,2014 City of Dublin and Kimley-Horn &Associates, Inc. Page 12 of 17 entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses,and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code§ 1090 and, if applicable,will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting,focus group, or interview related to this Agreement,either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the Public Works Director("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Brian Sowers,Principal in Charge Kimley-Horn&Associates,Inc. 6150 Stoneridge Mall Rd,Suite 200 Pleasanton CA 94588 Any written notice to City shall be sent to: Gary Huisingh,Public Works Director City of Dublin Public Works 100 Civic Plaza Dublin CA 94568 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report,first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled Seal and Signature of Registered Professional with report/design responsibility,"as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and including the compensation schedule attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations,or agreements,either written or oral. Consulting Services Agreement between June 17,2014 City of Dublin and Kimley-Horn &Associates, Inc. Page 13 of 17 CITY OF DUBLIN KIMLEY-HORN &ASSOCIATES, INC. r o tk Chno her L. Foss,CI na er Brian Sowers, Principal in Cha gep9 Attest: atep 9r404- Caroline Soto,City Clerk J,\ AAGP 1$ Approved as to Form: Jo akker, City Attorney gI ggR§ i pS G:I CONSULTANTSIKimley-Hom12014-161Kimley Horn agmt engineering services.doc Consulting Services Agreement between June 17,2014 City of Dublin and Kimley-Hom&Associates, Inc. Page 14 of 17 EXHIBIT A SCOPE OF SERVICES ON-CALL ENGINEERING SERVICES The scope of service under this on-call engineering services agreement includes the following: Civil Design/Proiect Management 1. Assist the City in managing small to medium-sized capital projects including the preparation of staff reports,engineering studies, project planning and coordination with other agencies and utilities. 2. Assist the City in acquiring the necessary approvals from Caltrans Local Assistance Division on federally-funded projects including preparation of forms and documents to acquire the project E-76 approval to construct, and/or other funding agencies including the Alameda County Transportation Commission and Metropolitan Transportation Commission. 3. Assist the City in managing consultant work including signing,traffic handling and stage construction, landscaping, utility undergrounding, irrigation and roadway lighting. 4. Assist the City in managing the construction of small to medium-sized projects including advertisement of projects, response to request for information, review of bids,award of contract, project accounting, and closeout. 5. Perform Topographic Survey for the design of capital projects. 6. Perform Utility Research and coordination with Utility companies. 7. Perform Base Mapping of capital projects. 8. Prepare baseline project design schedule using critical path method and update schedule as necessary. 9. Prepare all necessary project environmental documents or manage environmental sub- consultants work and implement the environmental mitigation measures in the design of the project. 10. Prepare application for and assist the City obtain the necessary permits and approvals from appropriate agencies. 11. Perform or manage sub-consultants in the preparation of geotechnical services required on the project including determination of soil"R"values, pavement structural section, and other required soil characteristics for design of structures. 12. Prepare preliminary design of projects and alternative design studies,as required. 13. Perform right-of-way engineering including right-of-way base map,exhibits, plats and descriptions. 14. As necessary, manage sub-consultants'work in preparing appraisal reports and right-of- way acquisition. Consulting Services Agreement between June 17, 2014 City of Dublin and Kimley-Hom &Associates, Inc. Page 15 of 17 15. Perform project design at the 35%, 65%, 95%and 100%levels including cost estimates, as required by the City. 16. Prepare Storm Water Quality and Erosion Control plans in compliance with the latest requirements of the California Regional Water Control Board, San Francisco Bay Area region. 17. Prepare final engineering cost estimates and contract bid documents based on the latest bid item unit costs, Caltrans 2010 Specifications and Standard Plans, and federal requirements on federally-funded projects. 18. Provide design support services during construction and prepare final record of drawings based on as-built drawings provided by the City. Traffic Engineerinq 1. Traffic signal timing and coordination. 2. Traffic Signal Design 3. Complete Street Policy design elements and implementation plans 4. Design of Green Street concepts 5. Transit Signal Priority design and implementation 6. Traffic impact studies. 7. Intelligent Transportation System(ITS)applications. 8. ITS communication needs. 9. Travel demand modeling. 10. Corridor and intersection analysis, including operations,safety, and level of service. 11. Warrant studies. 12. Review/prepare construction detour plans. 13. Traffic counts—include daily counts,classification counts, and turning movement counts for all modes. 14. Parking studies. 15. Signing, marking, and striping plans. 16. Roadway, intersection, and roundabout design. 17. Technology comparisons. 18. Concept designs for new or existing signalized intersection slated for modification(include considerations for transit, pedestrian and bicycle movements and focus on alternatives that reduce current intersection inefficiencies). 19. Traffic operations analyses and familiarity with Synchro software based HCM 2010 Methodology. 20. Develop technical information for grant applications(TFCA, OTS, PASS, HSIP etc.) 21. Review Countywide Transportation Model;coordinate with County's consultant and provide traffic/transportation data as required. 22. Review Transportation section of an EIR. Consulting Services Agreement between June 17, 2014 City of Dublin and Kimley-Horn&Associates, Inc. Page 16 of 17 EXHIBIT B COMPENSATION SCHEDULE City shall pay Consultant for work to be performed pursuant to this Agreement per the Fee Schedule attached hereto. Compensation Rates Category Bill Rates Senior Professional II 220- $255 Senior Professional I 190-$215 Professional II 160-$180 Professional I 145 -$155 Analyst III 125- $135 Analyst II 115- $120 Analyst I 105- $ 110 CADD/Designer 100- $130 Admin 75-$ 115 Direct Expenses Actual Cost Anticipated annual escalation rate is 5%. A charge of 4.6% will also apply to the labor fee shown above for indirect expenses. Consulting Services Agreement between June 17, 2014 City of Dublin and Kimley-Horn &Associates, Inc. Page 17 of 17 AMENDMENT #1 TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND KIMLEY-HORN & ASSOCIATES WHEREAS, on July 1, 2014, the City of Dublin (hereinafter referred to as CITY") and KIMLEY-HORN & ASSOCIATES (hereinafter referred to as CONSULTANT") entered into a Consulting Services Agreement for Civil Design and Project Management; and Traffic engineering services (hereinafter referred to as the AGREEMENT"); and WHEREAS, the existing AGREEMENT has a two-year term, expiring on June 30, 2016; and WHEREAS, the CITY and CONSULTANT now wish to amend the Agreement to extend the two-year term, amend invoicing terms and to amend conflict of interest language. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the AGREEMENT is amended as follows: 1) Section 1.1 Term of Services shall be rescinded in its entirety and replaced with the following: 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2018, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 2) Section 2.1 Invoices shall be rescinded in its entirety and replaced with the following: 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Contract shall be more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; The beginning and ending dates of the billing period; Amendment#1 To Consultant Services Agreement between City of Dublin and KIMLEY-HORN &ASSOCIATES MAY2016/DPWINCMNERSION1 A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects, all hours must also be logged by project assignment o A brief description of the work, and each reimbursable expense A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 3) Paragraph 10.7 Conflict of Interest shall be rescinded in its entirety and replaced with the following: 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant Amendment#1 To Consultant Services Agreement between City of Dublin and KIMLEY-HORN &ASSOCIATES MAY2016IDPWINCM/VERSION1 understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. Principals and those performing work for City of Dublin may be required to submit a California Fair Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at www.fppc.ca.aov/index.php?id=500. 4) Except to the extent inconsistent with this First Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. Amendment#1 To Consultant Services Agreement between City of Dublin and KIMLEY-HORN 04 ASSOCIATES MAY2016/DPw/NCM/VERS[ON1 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the date and year first above written. CITY OF DUBLIN Dated: By: Chris Foss, City Manager ATTEST: By: 4- (4- Cek Caroline Soto, City Clerk KIMLEY-HORN & ASSOCIATES Dated: Fpfo By: ''t'ly Brian E. Sowers, P.E., Vice President Amendment#1 To Consultant Services Agreement between City of Dublin and KIMLEY-HORN &ASSOCIATES MAY2016/DPW/NCNI/VERSEONI Client#: 25320 KIMLHORN ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 3/28/2016 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 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 ACT Jerry Noyola Greyling Ins. Brokerage/EPIC PHONE 770-552-4225 FAX 866-550-4082A/C,No,Ext): A/C,No): 3780 Mansell Road,Suite 370 E-MAiL er no ola re lin comADDRESS: J rY• Y @9 Y 9• Alpharetta,GA 30022 INSURER(S)AFFORDING COVERAGE NAIC# 877 908-5619 INSURERA:National Union Fire Ins.Co. 19445 INSURED INSURER B:Commerce&Industry Ins.Co. 19410 Kimley-Horn and Associates,Inc. INSURER C:New Hampshire Ins.Co.23841 P.O.Box 33068 INSURER D:Lloyds of London 085202 Raleigh, NC 27636 INSURER E: INSURER F: I COVERAGES CERTIFICATE NUMBER: 16-17 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 ADDLISUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE INSR'WVD POLICY NUMBER MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY 5268169 04/01/2016 04/01/201 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED $500 000 CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) s X Contractual Liab.MED EXP(Any one person) $25,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X PROJEC T X LOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER: COMBINED SINGLE LIMIT A AUTOMOBILE LIABILITY 4489663 04/01/2016 04/01/2017(Ea accident) 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED - SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS Per accident) B x UMBRELLA LIAB X OCCUR BE013778306 04/01/2016 04/01/2017 EACH OCCURRENCE $5,000,000 li EXCESS LIAB CLAIMS-MADE AGGREGATE 5,000,000 DED X RETENTION$10,000 C WORKERS COMPENSATION 15893685(AOS) 04/01/2016 04/01/2017 X j STATUTE OTH- ER AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A A (Mandatory in NH) 15893686(CA) 04/01/2016 04/01/2017 E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes.describe under E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below D Professional Liab I P070831600 04/01/2016 04/01/2017 Per Claim$2,000,000 Aggregte$2,000,000 DESCRIPTION OF OPERATIONS)LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re: Project#097059016.3-City of Dublin Consulting Services; John Pulliam.The City of Dublin, its officers,employees, agents&volunteers are named as Additional Insureds with respects to General & Automobile Liability where required by written contract.The above referenced liability policies with the exception of professional liability are primary&non-contributory where required by written contract. Waiver of Subrogation is applicable where required by written contract&allowed by law.Should any of the See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Dublin THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 100 Civic Plaza ACCORDANCE WITH THE POLICY PROVISIONS. Dublin,CA 94568 AUTHORIZED IZ_ IREPRESENTATIVE 1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014/01) 1 of 2 The ACORD name and logo are registered marks of ACORD S461819/M461305 CUND1 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND MARK THOMAS&COMPANY, INC. THIS AGREEMENT for consulting services is made by and between.the City of Dublin ("City") and Mark Thomas&Company, Inc.,("Consultant") as of July 1, 2014. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement,Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30,2016, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended,as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement,desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as'may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified-herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consulting Services Agreement between June 17, 2014 City of Dublin and Mark Thomas &Company, Inc. Page 1 of 17 Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently,the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents,and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: Serial identifications of progress bills; i.e.,Progress Bill No. 1 for the first invoice, etc.; The beginning and ending dates of the billing period; A Task Summary containing the original contract amount,the amount of prior billings, the total due this period,the balance available under the Agreement,and the percentage of completion; At City's option,for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work,the hours spent by each person, a brief description of the work,and each reimbursable expense; The total number of hours of work performed under the Agreement by Consultant and each employee,agent,and subcontractor of Consultant performing services hereunder,as well as a separate notice when the total number of hours of work by Consultant and any individual employee,agent,or subcontractor of Consultant reaches or exceeds 800 hours,which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments,based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last 10%of the total sum due pursuant to this Agreement within sixty(60)days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra,further,or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, Consulting Services Agreement between June 17,2014 City of Dublin and Mark Thomas&Company, Inc. Page 2 of 17 unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the following fee schedule: 2.6 Reimbursable Expenses. Reimbursable expenses are specified in the Consultant's Proposal. Expenses not listed are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.10 Rate Adjustments. Consultant will be entitled to an annual rate adjustment upon each annual anniversary of this Agreement, the amount of said increase to be approved by the City. The base for computing the adjustment shall be the Consumer Price Index for Urban Wage Earners for the San Francisco-Oakland Bay Area published by the U.S.Department of Labor, Bureau of Labor Statistics(Index)which is published for the year ending in December. If the Index has increased over the Index for the prior year, the rates for the following year shall be established by multiplying the-rates for the current year by a fraction,the numerator of which is the Renewal Index and the denominator of which is the Index for the preceding year. In no case shall the adjusted rates be less than the initial rates as set forth in Exhibit B. A sample calculation is set forth below. The Public Works Director shall calculate the adjusted rate on each anniversary date of this agreement and shall provide notice to Consultant of such new rates. SAMPLE CALCULATION: (Using 1%index increase as an example) HOURLY CHARGE RATE 150.00/hr INDEX INCREASE (Assuming 1%) 150 x.01 = 1.50 1.50/hr 151.50/hr Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense,provide all facilities and equipment that may be necessary to perform the services Consulting Services Agreement between June 17,2014 City of Dublin and Mark Thomas&Company, Inc. Page 3 of 17 required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks,filing cabinets, and conference space,as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location,quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense,including but not limited to computer,long-distance telephone or other communication charges,vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant,at its own cost and expense,shall procure"occurrence coverage"insurance against clairris for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives,employees,and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s)and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall,at its sole cost and expense, maintain Statutory Workers'Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00)per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator.The insurer, if insurance is provided,or the Consultant, if a program of self-insurance is provided,shall waive all rights of subrogation against the City and its officers,officials,employees,and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30) days'prior written notice by certified mail, return receipt requested,has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00) Consulting Services Agreement between June 17, 2014 City of Dublin and Mark Thomas&Company, Inc. Page 4 of 17 per occurrence,combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to,protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88)or Insurance Services Office form number GL 0002(ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9("any auto"). No endorsement shall be attached limiting the coverage. 4.23 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a.City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant;products and completed operations of Consultant; premises owned,occupied,or used by Consultant;and automobiles owned, leased,or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers,employees, agents,-or volunteers. b.The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c.An endorsement must state that coverage is primary insurance with respect to the City and its officers,officials,employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d.Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees,agents, and volunteers. Consulting Services Agreement between June 17,2014 City of Dublin and Mark Thomas&Company, Inc. Page 5 of 17 e.An endorsement shall state that coverage shall not be canceled except after thirty(30)days'prior written notice by certified mail, return receipt requested,has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense,shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 An endorsement shall.state that coverage shall not be suspended,voided, canceled by either party, reduced in coverage or in limits,except after thirty(30) days'prior written notice by certified mail, return receipt requested,has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a.The retroactive date of the policy must be shown and must be before the date of the Agreement. b.Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work,so long as commercially available at reasonable rates. c.If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d.A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. Consulting Services Agreement between June'17,2014 City of Dublin and Mark Thomas&Company, Inc. Page 6 of 17 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests'rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies,at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements,upon a determination that the coverages,scope, limits, and forms of such insurance are either not commercially available,or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self•lnsured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers,employees,agents,and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond,guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited,or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may,at its sole option exercise any of the following remedies,which Consulting Services Agreement between June 17,2014 City of Dublin and Mark Thomas&Company, Inc. Page 7 of 17 are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify,defend with counsel selected by the City,and hold harmless the City and its officials,officers, employees,agents, and volunteers from and against any and all losses,liability,claims,suits, actions, damages, and causes of action arising out of any personal injury,bodily injury, loss of life,or damage to property,or any violation of any federal,state,or municipal law or ordinance,to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors,or agents, by acts for which they could be held strictly liable,or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1)the injury,loss of life, damage to property,or violation of law arises wholly from the negligence or willful misconduct of the City or its officers,employees,agents,or volunteers and (2)the actions of Consultant or its employees, subcontractor,or agents have contributed in no part to the injury,loss of life, damage to property,or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City,Consultant shall indemnify,defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees,agents,or subcontractors, as well as for the payment of any penalties and interest on such contributions,which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; Consulting Services Agreement between June 17,2014 City of Dublin and Mark Thomas&Company, Inc. Page 8 of 17 however,otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City,state, or federal policy, rule, regulation, law,or ordinance to the contrary,Consultant and any of its employees, agents,and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation,benefit,or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System PERS)as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing,Consultant shall have no authority,express or implied,to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 71 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations., To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents,and any subcontractors have all licenses,permits,qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense,keep in effect at all times during the term of this Agreement any licenses,permits,and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the. basis of a person's race, religion, color, national origin, age,physical or mental handicap or disability, medical condition, marital status,sex,or sexual orientation, against any employee, applicant for employment,subcontractor, bidder for a subcontract,or participant in, recipient of,or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal,state,and local laws, policies,rules, and requirements related to equal opportunity and nondiscrimination in employment,contracting,and the provision of any services that are the subject of this Consulting Services Agreement between June 17, 2014 City of Dublin and Mark Thomas &Company, Inc. Page 9 of 17 Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty(30)days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination;City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents,photographs, computer software,video and audio tapes,and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may,in its sole and exclusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement,as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator,City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence,experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Consulting Services Agreement between June 17, 2014 City of Dublin and Mark Thomas&Company, Inc. Page 10 of 17 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement,City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans,specifications,drawings, reports,design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps, models,charts,studies,surveys, photographs, memoranda, plans,studies,specifications, records,files,or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate-to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans,specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices,vouchers,canceled checks,and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years,or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection,audit, and/or copying at any time during regular business hours, upon oral or written request of • the City. Under California Government Code Section 8546.7,if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3)years after final payment under the Agreement. Consulting Services Agreement between June 17,2014 City of Dublin and Mark Thomas&Company, Inc. Page 11 0117 Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action,including an action for declaratory relief,to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable,the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location,would place Consultant in a"conflict of interest,'as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 of seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 of seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve(12) months,an employee, agent, appointee,or official of the City, If Consultant was an employee, agent, appointee,or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that,if this Agreement is made in violation of Government Code§1090 ef.seq., the entire Agreement is void and Consultant will not be Consulting Services Agreement between June 17,2014 City of Dublin and Mark Thomas&Company, Inc. Page 12 of 17 entitled to any compensation for services performed pursuant to this Agreement,including reimbursement of expenses,and Consultant will be required to reimburse the City for any sums.paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code§ 1090 and,if applicable,will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting,focus group, or interview related to this Agreement,either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the Public Works Director("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Sasha D.Dansky,Principal Mark Thomas&Company,Inc. 3000 Oak Road,Suite 650 Walnut Creek CA 94597 Any written notice to City shall be sent to: Gary Huisingh,Public Works Director City of Dublin Public Works 100 Civic Plaza Dublin CA 94568 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications,and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled Seal and Signature of Registered Professional with report/design responsibility,"as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and including the compensation schedule attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements,either written or oral. Consulting Services Agreement between June 17,2014 City of Dublin and Mark Thomas&Company, Inc. Page 13 of 17 CITY OF DUBLIN MARK THOMAS &COMPANY, INC. C risto c er L. Foss,Cit Manager Sasha Dansky, Principal/Division er Attest: amok - 4- Coe Caroline Soto,City Clerk Approved as to Form: Bakker,City Attorney GACONSULTANrSIMadc Thomas(see news ddresses)12O14-161Ma k Thomas-Agmt Engineering Services.doc Consulting Services Agreement between June 17,2014 City of Dublin and Mark Thomas&Company, Inc. Page 14 of 17 EXHIBIT A SCOPE OF SERVICES ON-CALL ENGINEERING SERVICES The scope of service under this on-call engineering services agreement includes the following: Civil Design/Project Management 1. Assist the City in managing small to medium-sized capital projects including the preparation of staff reports,engineering studies, project planning and coordination with other agencies and utilities. 2. Assist the City in acquiring the necessary approvals from Caltrans Local Assistance Division on federally-funded projects including preparation of forms and documents to acquire the project E-76 approval to construct, and/or other funding agencies including the Alameda County Transportation Commission and Metropolitan Transportation Commission. 3. Assist the City in managing consultant work including signing, traffic handling and stage construction, landscaping, utility undergrounding, irrigation and roadway lighting. 4. Assist the City in managing the construction of small to medium-sized projects including advertisement of projects, response to request for information, review of bids, award of contract,project accounting,and closeout. 5. Perform Topographic Survey for the design of capital projects. 6. Perform Utility Research and coordination with Utility companies. 7. Perform Base Mapping of capital projects. 8. Prepare baseline project design schedule using critical path method and update schedule as necessary. 9. Prepare all necessary project environmental documents or manage environmental sub- consultants work and implement the environmental mitigation measures in the design of the project. 10. Prepare application for and assist the City obtain the necessary permits and approvals from appropriate agencies. 11. Perform or manage sub-consultants in the preparation of geotechnical services required on the project including determination of soil"R"values, pavement structural section, and other required soil characteristics for design of structures. 12. Prepare preliminary design of projects and alternative design studies,as required. 13. Perform right-of-way engineering including right-of-way base map,exhibits, plats and descriptions. 14. As necessary,manage sub-consultants'work in preparing appraisal reports and right-of- way acquisition. Consulting Services Agreement between June 17,2014 City of Dublin and Mark Thomas &Company, Inc. Page 15 of 17 15. Perform project design at the 35%,65%,95%and 100%levels including cost estimates, as required by the City. 16. Prepare Storm Water Quality and Erosion Control plans in compliance with the latest requirements of the California Regional Water Control Board, San Francisco Bay Area region. 17. Prepare final engineering cost estimates and contract bid documents based on the latest bid item unit costs,Caltrans 2010 Specifications and Standard Plans, and federal requirements on federally-funded projects. 18. Provide design support services during construction and prepare final record of drawings based on as-built drawings provided by the City. Consulting Services Agreement between June 17, 2014 City of Dublin and Mark Thomas&Company, Inc. Page 16 of 17 EXHIBIT B COMPENSATION SCHEDULE City shall pay Consultant for work to be performed pursuant to this Agreement per the Fee Schedule(s)entitled,"2014 Time&Materials Fee Schedule;attached hereto. Consulting Services Agreement between June 17,2014 City of Dublin and Mark Thomas &Company, Inc. Page 17 of 17 SERVICE CATEGORY:CIVIL DESIGN/PROJECT MANAGEMENT `(4 CiY Ot - DUISI.IN i COMPENSATION RATES MARK THOMAS&COMPANY, INC. CHARGE RATE SCHEDULE"H-1" Expires August 31,2014 HOURLY CHARGE RATES PROFESSIONAL AND OFFICE Principal/Project Manager 275.00 per hour Structural Manager 250.00 per hour Engineering_Manager 240.00 per hour l Senior Project Manager 205.00 per hour Survey Manager 190.00 per hour Project Manager 185.00 per hour Senior Project Engineer 175.00 per hour Project Engineer 155.00 per hour Senior Design Engineer 142.00 per hour Design Engineer 113.00 per hour Land Surveyor 170.00 per hour Project Surveyor 142.00 per hour Engineering/Survey/CADD Technician 113.00 per hour inspector 113.00 per hour Technical Writer 95.00 per hour Design (Tech Assistant) 92.00 per hour Survey(Tech Assistant) 73.00 per hour Administrative 80.00 per hour It FIELD Single Chief without Equipment 108.00 per hour Single Chief with Equipment 165.00 per hour Single Chainman 88.00 per hour 2 Person Field Party and Vehicle 275.00 per hour 3 Person Field Party and Vehicle 335.00 per hour SPECIAL SERVICES f Expert Witness 375.00 per hour Strategic Consulting(Principal) 375.00 per hour OTHER DIRECT COSTS Reimbursables including,but not limited to: i Printing and Materials, Filing Fees,and Field Expenses Cost plus 5% Outside Consultant Fees Cost plus 5% Page 8 AMENDMENT#1 TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND MARK THOMAS & COMPANY WHEREAS, on July 1, 2014, the City of Dublin (hereinafter referred to as CITY") and MARK THOMAS & COMPANY (hereinafter referred to as "CONSULTANT") entered into a Consulting Services Agreement for Civil Design and Project Management engineering services (hereinafter referred to as the "AGREEMENT"); and WHEREAS, the existing AGREEMENT has a two-year term, expiring on June 30, 2016; and WHEREAS, the CITY and CONSULTANT now wish to amend the Agreement to extend the two-year term, amend invoicing terms and to amend conflict of interest language. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the AGREEMENT is amended as follows: 1) Section 1.1 Term of Services shall be rescinded in its entirety and replaced with the following: 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2018, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 2) Section 2.1 Invoices shall be rescinded in its entirety and replaced with the following: 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Contract shall be more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; The beginning and ending dates of the billing period; Amendment#1 To Consultant Services Agreement between City of Dublin and MARK THOMAS & COMPANY MAY2016/DPW/NCMNERSIONI A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects, all hours must also be logged by project assignment o A brief description of the work, and each reimbursable expense A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 3) Paragraph 10.7 Conflict of Interest shall be rescinded in its entirety and replaced with the following: 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant Amendment#1 To Consultant Services Agreement between City of Dublin and MARK THOMAS& COMPANY MAY2016/DPW/NCMNERSIONI understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. Principals and those performing work for City of Dublin may be required to submit a California Fair Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at www.fppc.ca.gov/index.php?id=500. 4) Except to the extent inconsistent with this First Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. Amendment#1 To Consultant Services Agreement between City of Dublin and MARK THOMAS& COMPANY MAY2016/DPW/NCMNERSION1 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the date and year first above written. CITY OF DUBLIN Dated: By: Chris Foss, Cit nager ATTEST: By: (),./14 Caroline Soto, City Clerk MARK THOMAS & COMPANY Dated: 0-C By:B Y Sasha Dansky, Principal Division Manager Amendment#1 To Consultant Services Agreement between City of Dublin and MARK THOMAS& COMPANY MAY2016/DPW/NCM/VERSION1 4C.D CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD YYYY) 6/30/2015 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 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 Dealey, Renton&Associates PHONE David C. Eckman FAX DRA License 0020739 A/C.No_Fxf) 510 465-3090 A/C.Nol: P. O. Box 12675 ADDRESS: Oakland CA 94604-2675 INSURER(S)AFFORDING COVERAGE NAIL# INSURER A:XL Specialty Insurance Co. 37885 INSURED MARKTHDMA INSURER B: Mark Thomas&Company, Inc. INSURER C: 1960 Zanker Road INSURER D:San Jose, CA 95112 408 453-5373 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:352196864 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 I ADDL SUBR POLICY EFF POLICY EXP LTR l TYPE OF INSURANCE INSD VD POLICY NUMBER MDD/YYYY) (MM/DD/YYYY)IWM/ LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) I $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:I GENERAL AGGREGATE $ PRO-W POLICY 1 JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: I $ AUTOMOBILE LIABILITY COMBINED—SINGLE LIMIT $I Ea accident) 1 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED I---SCHEDULED AUTOS I AUTOS BODILY INJURY(Per accident) $ HIRED AUTOS I NON-OWNED I PROPERTY DAMAGE AUTOS Per accident) I $ H UMBRELLA LIAB I I OCCUR 1 EACH OCCURRENCE EXCESS LIAB I 1 CLAIMS-MADE AGGREGATE DED RETENTION$ WORKERS COMPENSATION PER I 0TH- AND EMPLOYERS'LIABILITY Y/N STATUTE I ER ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT I $ OFFICER/MEMBER EXCLUDED? I(Mandatory in NH) I E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below l E.L.DISEASE-POLICY LIMIT $ A Professional Liability DPR9725035 7/1/2015 1 7/1/2016 $1,000,000 Per Claim 1,000,000 Annl Aggregate I DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) MTC's#AL-14105. On-Call Consulting Services. Professional Liability Prior Acts Date 01/01/1927. CERTIFICATE HOLDER CANCELLATION 30 Day NOC/10 Day for NonPay of Prem SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Dublin; ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Gary Huisingh 100 Civic Plaza AUTHORIZED REPRESENTATIVE Dublin CA 94568 1 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MM/D 9!16/2011 5 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 be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require anendorsementAstatementonthiscertificatedoesnotconferrightstothecertificateholderinlieuofsuchendorsement(s). Producer License Number: 0A91339 CONTACT NAME: A/ PHONE> rt): 866-966-8928 (moo): 408-271-1802 Asero Insurance Services E-MAIL 200 N.Almaden Blvd.,3'd Floor ADDRESS: CeftS @BSefOIf1S.COfi1 San Jose,CA 95110 INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: Travelers Ind.Co.of CT Mark Thomas&Company,Inc. INSURER B: Depositors Insurance Co. 1960 Zanker Road INSURER C: Travelers Prop.Cas.Co.of America San Jose,CA 95112 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITSLTRINSDWVDMM/DD/YYYY (MM/DD/YYY) EACH OCCURRENCE 1,000,000 COMMERCIAL GENERAL LIABILITY CLAIMS-MADE ®OCCUR DAMAGE RENTED 1,000,000 PREMISES(Ea(Ea occurrence) 6809E091587 09/15/15 09/15/16 MED EXP(Any one person) $ 10,000 A PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 POLICY ® PROJECT ® LOC POTHER AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO 1,000,000Eaaccident) ALL OWNED AUTOS BODILY INJURY(Per Person) $ B SCHEDULED AUTOS ACP3006833955 09/15/15 09/15/16 BODILY INJURY(Per Accident) $ HIRED AUTOS PROPERTY DAMAGE NON-OWNED AUTOS Per accident) 500 COMP.DED. 1,000 COLL.DED. UMBRELLA LIAB El OCCUR EACH OCCURRENCE 4,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE 4,000,000 C CUP009E095562 09/15/15 09/15/16 DEDUCTIBLE RETENTION $ WORKERS COMPENSATION E PER STATUTE U OTH-AND EMPLOYERS'LIABILITY UB4342T25015 ER09/15/15 09/15/16 ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT 1,000,000OFFICER/MEMBER/EXCLUDED? C (Mandatory in NH) N/A E.L.DISEASE—EA EMPLOYEE $ 1,000,000Ifyes,describe under DESCRIPTION OF OPERATION below E.L.DISEASE—POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES(Attach ACORD 101,Additional Remarks Schedule,if mom space is required) RE: AL-14105 On-Call Consulting Services City of Dublin and its officers,employees,agents and volunteers rea named as additional insureds per endorsement attached.Waiver of Subrogation applies to Workers'Compensation per endorsement attched.Additional Insured Endorsement attached. THIS INSURANCE IS PRIMARY.ANY OTHER INSURANCE AVAILABLE TO THAT PERSON OR ORGANIZATION IS EXCESS AND NON-CONTRIBUTORY WHEN REQUIRED BY CONTRACT. NOTE:30 DAYS NOTICE OF CANCELLATION WILL BE GIVEN EXCEPT 10 DAY FOR NON-PAYMENT. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH City of Dublin THE POLICY PROVISIONS Gary Huisingh 100 Civic Plaza AUTHORIZED REPRESENTATIVE Dublin,CA 94568 f 6 3I ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD 01988-2014 ACORD CORPORATION.All rights reserved. Insured:Mark Thomas&Company,Inc. Commercial General Liability Policy:6809E091587 CG D3 81 09 07 Page lof2 THIS ENDORSEMENT CHANGES THE POLICY.PLREASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED ARCHITECTS,ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERICAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN INSURED B. The following is added to Paragraph a.of 4. Other Section II): Insurance in COMMERCIAL GENERAL Any person or organization that you agree in a LIAIBLITY CONDITIONS (Section IV): contract or agreement requiring insurance"to However, if you specifically agree in a"contract or include as an additional insured on this Coverage agreement requiring insurance"that the insurance Part but only with respect to liability for"bodily provided to an additional insured under this injury", "property damage",or"personal injury" Coverage Part must apply on a primary basis,or caused, in whole or in part,by your acts or primary and non-contributory basis,this insurance omissions or the acts or omissions of those acting on is primary to other insurance that is available to your behalf: such additional insured which covers such a. In the performance of your ongoing operations additional insured as a named insured, and we will b. In connection with premises owned by or rented not share with the other insurance,provided that: to you;or 1) The"bodily injury"or"property damage" c. In connection with"your work" and included for which coverage is sought occurs; and within the"products-completed operations 2) The"personal injury"for which coverage hazard" is sought arises out of an offense committed; Such person or organization does not qualify as an after you have entered into that"contract or additional insured for"bodily injury", "property agreement requiring insurance".But this insurance damage", or"personal injury"for which that person still is excess over valid and collectible other or organization has assumed liability in a contract or insurance,whether rimp ary, excess, contingent or on agreement. any other basis,that is available to the insured when the insured is an additional insured under any other The insurance provided for such additional insured insurance. is limited as follows: d. This insurance does not apply on any basis to C. The following is added to Paragraph 8. Transfer of any person or organization for which coverage Rights of Recovery Against Others To Us in as an additional insured specifically is added by COMMERICAL GENERAL LIABILITY another endorsement to this Coverage Part. CONDITIONS(Section IV): e. This insurance does not apply to the rendering We waive any rights of recovery we may have of or failure to render any"professional against any person or organization because of services". payments we make for"bodily injury", "propertyf. The limits of insurance afforded to the damage",or"personal injury: arising out of"your additional insured shall be the limits which you work"performed by you, or on your behalf,under a agreed in that"contract or agreement requiring contract or agreement requiring insurance"with insurance"to provide for that additional that person or organization. We waive these rights insured,or the limits showing in the only where you have agreed to do so as part of the Declarations for this Coverage Part,whichever contract or agreement requiring insurance"with are less. This endorsement does not increase the such person or limits of insurance stated in the LIMITS OF INSURANCE(Section III)for this Coverage Part. Commercial General Liability CGD3810907 Page 2 of 2 or agreement under which you are require to include a person or organization as an additional insured on organization entered into by you before, and in this Coverage Part,provided that the"bodily injury" effect when,the"bodily injury"or"property and"property damage"occurs,and the"personal damage"occurs, or the"personal injury"offense is injury is caused by an offense committed: committed.a. After you have entered into that contract or D. The following definition as added to agreement; DEFINITIONS(Section V): b. While that part of the contract or agreement is Contract or agreement requiring insurance"means in effect; and that part of any contract c. Before the end of the policy period. Insured:Mark Thomas&Company,Inc. Policy No: ACP3006833955 COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s)or organization(s)who are"insureds"under the Who Is An Insured Provision of the Coverage Form.This endorsement does not alter coverage provided in the Coverage Form. SCHEDULE Name of Person(s)or Organization(s): BLANKET WHERE REQUIRED BY WRITTEN CONTRACT, EXECUTED PRIOR TO ANY"ACCIDENT" If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an"insured"for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. Copyright, Insurance Services Office, Inc. 1998 TRAVELERS WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76(A) POLICY NUMBER:U B4342T25014 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. The additional premium for this endorsement shall be of the California workers'compensation pre- mium. Schedule Person or Organization: Job Description ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 09-15-2015 Policy No. UB4342T25015 Endorsement No. Insured:Mark Thomas &Company, Inc.Premium Insurance Company Countersigned by DATE OF ISSUE: - -ST ASSIGN: Page 1 of 1 Policy No.ACP3006833955 Insured:Mark Thomas&Company,Inc. AC 01 01A 03 10 6. If"loss" results from the total theft of a coy- 5. The provisions of paragraphs Land 3. do not ered "auto" of the private passenger type, apply to a covered "auto" of the private we will pay under this coverage only that passenger type or a vehicle with a gross ve- amount of your rental reimbursement ex- hide weight of 20,000 pounds or less which is penses which is not already provided for a new vehicle. under the PHYSICAL DAMAGE In the event of a total "loss" to your new ve-COVERAGE Coverage Extension. hide to which this coverage applies, we will 7. Coverage does not apply to any covered pay at your option: auto"for which coverage is provided by en- a. The verifiable new vehicle purchasedorsementformCA9923onthispolicy. price you paid for your damaged vehicle, not including any insurance or L. EXPANDED TRANSPORTATION EXPENSE warranties purchased; Paragraph A.4.a. of the PHYSICAL DAMAGE b. If it is available, the purchase price, as COVERAGE SECTION is replaced by the fol- negotiated by us, of a new vehicle of the lowing: same make, model, and equipment or the We will pay up to $50 per day to a maximum of most similar model available, not including 1000 for temporary transportation expense in- any furnishings, parts, or equipment not curred by you because of the total theft of a installed by the manufacturer or covered "auto" of the private passenger type. We manufacturers'dealership; or. will only pay for those covered "autos" for which c. The market value of your damaged ve- fied Causes of hide, not including any furnishings, parts,you carry Comprehensive or Specified Loss Coverage. We will pay for temporary or equipment not installed by the transportation expenses incurred during the manufacturer or manufacturer's dealer- period beginning 48 hours after the theft and ship. ending, regardless of the policy's expiration, We will not pay for initiation or set up costs when the covered "auto" is returned to us or we associated with loans or leases pay for its"loss". In this endorsement, a new vehicle means M. EXTRA EXPENSE—STOLEN AUTOS an "auto"of which you are the original owner The following paragraph is added to Section A.4. of that has not been previously titled and which the — PHYSICAL DAMAGE COVERAGE you purchased less than 365 days before SECTION: the date of the "loss". c. We will pay for up to $5,000 for the expense of 0. BLANKET WAIVER OF SUBROGATION returning a stolen covered "auto" to you. We The following is added to paragraph 5. Transfer Of will pay only for those covered "autos" for Rights Of Recovery Against Others To Us of — which you carry Comprehensive or Specified BUSINESS AUTO and MOTOR CARRIER Causes of Loss Coverage CONDITIONS SECTIONS: N. NEW VEHICLE REPLACEMENT COST We waive any right of recovery we may have The following is added to paragraph C.Limit of against any person or organization to the extent Insurance of the PHYSICAL DAMAGE required of you by a written contract executed prior COVERAGE SECTION: to any "accident" because of payments we make for damages under this coverage form. All terms and conditions of this policy apply unless modified by this endorsement. AC 01 01A 0310 Includes copyrighted material of Insurance Services Office, Inc., with its permission CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND PAKPOUR CONSULTING GROUP, INC. THIS AGREEMENT for consulting services is made by and between the City of Dublin("City")and Pakpour Consulting Group, Inc.,("Consultant") as of July 1, 2014. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services, The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2016, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended,as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial,first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion,at any time during the term of this Agreement,desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with.the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal,regarding the amount of compensation,the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consulting Services Agreement between June 17,2014 City of Dublin and Pakpour Consulting Group, Inc. Page 1 of 18 Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently,the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: Serial identifications of progress bills;i.e., Progress Bill No. 1 for the first invoice,etc.; The beginning and ending dates of the billing period; A Task Summary containing the original contract amount,the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; At City's option,for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work,the hours spent by each person, a brief description of the work,and each reimbursable expense; The total number of hours of work performed under the Agreement by Consultant and each employee, agent,and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent,or subcontractor of Consultant reaches or exceeds 800 hours,which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 2,2 Monthly Payment. City shall make monthly payments,based on invoices received,for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last 10%of the total sum due pursuant to this Agreement within sixty(60)days after completion of the services and submittal to City of a final invoice,if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra,further,or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, Consulting Services Agreement between June 17, 2014 City of Dublin and Pakpour Consulting Group,inc. Page 2 of 18 unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the following fee schedule: 2.6 Reimbursable Expenses. Reimbursable expenses are specified in the Consultant's Proposal. Expenses not listed are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8,the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.10 Rate Adjustments. Consultant will be entitled to an annual rate adjustment upon each annual anniversary of this Agreement, the amount of said increase to be approved by the City. The base for computing the adjustment shall be the Consumer Price Index for Urban Wage Earners for the San Francisco-Oakland Bay Area published by the U.S. Department of Labor, Bureau of Labor Statistics(Index)which is published for the year ending in December. If the Index has increased over the Index for the prior year, the rates for the following year shall be established by multiplying the rates for the current year by a fraction,the numerator of which is the Renewal Index and the denominator of which is the Index for the preceding year. In no case shall the adjusted rates be less than the initial rates as set forth in Exhibit B. A sample calculation is set forth below. The Public Works Director shall calculate the adjusted rate on each anniversary date of this agreement and shall provide notice to Consultant of such new rates. SAMPLE CALCULATION: (Using 1%index increase as,an example) HOURLY CHARGE RATE 150.00/hr INDEX INCREASE (Assuming 1%) 150 x.01 = 1.50 1.50/hr 151.50/hr Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense,provide all facilities and equipment that may be necessary to perform the services Consulting Services Agreement between June 17,2014 City of Dublin and Pakpour Consulting Group, Inc. Page 3 of 18 required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section,and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks,filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location,quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense,including but not limited to computer,long-distance telephone or other communication charges,vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant,at its own cost and expense,shall procure"occurrence coverage"insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and Its agents, representatives,employees,and subcontractors, Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid, Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s)and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers'Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employees Liability insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00)per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator.The insurer,if insurance is provided,or the Consultant, if a program of self-insurance is provided,shall waive all rights of subrogation against the City and its officers, officials,employees,and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30) days'prior written notice by certified mail, return receipt requested,has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant,at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00) Consulting Services Agreement between June 17,2014 City of Dublin and Pakpour Consulting Group,Inc. Page 4 of 18 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be.at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88)or Insurance Services Office form number GL 0002(ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90)Code 8 and 9("any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy.: a. City and its officers,employees, agents,and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant;products and completed operations of Consultant;premises owned,occupied,or used by Consultant; and automobiles owned, leased,or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers,employees, agents,or volunteers. b. The insurance shall cover on an occurrence or an accident basis,and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers,officials,employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. Consulting Services Agreement between June 17, 2014 City of Dublin and Pakpour Consulting Group, Inc. Page 5 of 18 e, An endorsement shall state that coverage shall not be canceled except after thirty(30)days'prior written notice by certified mail, return receipt requested,has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended,voided, canceled by either party, reduced in coverage or in limits, except after thirty(30) days'prior written notice by certified mail, return receipt requested,has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work,so long as commercially available at reasonable rates. c.If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of • this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense,any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. Consulting Services Agreement between June 17,2014 City of Dublin and Pakpour Consulting Group, Inc. Page 6 of 18 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests'rating of no less than A:VI I. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete,certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation, The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages,scope,limits,and forms of such insurance are either not commercially available,or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement,only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers,employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond,guaranteeing payment of losses and related investigations, claim administration,and defense expenses that is satisfactory in all respects to each of them. 4,4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage, 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required,City may,at its sole option exercise any of the following remedies,which Consulting Services Agreement between June 17, 2014 City of Dublin and Pakpour Consulting Group, Inc. Page 7 of 18 are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder,or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof;and/or Terminate this Agreement, Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify,defend with counsel selected by the City, and hold harmless the City and its officials,officers, employees,agents,and volunteers from and against any and all losses, liability, claims,suits, actions, damages, and causes of action arising out of any personal injury,bodily injury,loss of life,or damage to property,or any violation of any federal, state,or municipal law or ordinance,to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors,or agents, by acts for which they could be held strictly liable,or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when(1)the injury,loss of life, damage to property,or violation of law arises wholly from the negligence or willful misconduct of the City or its officers,employees, agents,or volunteers and (2)the actions of Consultant or its employees, subcontractor,or agents have contributed in no part to the injury,loss of life,damage to property,or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement,Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee,agent,or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS)to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify,defend,and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents,or subcontractors, as well as for the payment of any penalties and interest on such contributions,which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement,Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; Consulting Services Agreement between June 17,2014 City of Dublin and Pakpour Consulting Group,.Inc. Page 8 of 18 however,otherwise City shall not have the right to control the means by which Consultant - accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City,state,or federal policy,rule, regulation, law,or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to,any compensation,benefit,or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 61 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority,express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity,Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees,agents, any subcontractors shall,at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits,and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin,age, physical or mental handicap or disability, medical condition, marital status,sex,or sexual orientation, against any employee, applicant for employment,subcontractor, bidder for a subcontract,or participant in, recipient of,or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state,and local laws, policies, rules,and requirements related to equal opportunity and nondiscrimination in employment,contracting, and the provision of any services that are the subject of this Consulting Services Agreement between June 17, 2014 City of Dublin and Pakpour Consulting Group, Inc. Page 9 of 18 Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty(30)days'written notice to City and shall include in such notice the reasons for cancellation. in the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination;City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents,photographs, computer software,video and audio tapes,and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may,in its sole and exclusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that,if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence,experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Consulting Services Agreement between June 17,2014 City of Dublin and Pakpour Consulting Group, Inc. Page 10 of 18 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement,City's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans,specifications,drawings, reports,design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps, models,charts, studies,surveys, photographs,memoranda,plans,studies,specifications, records,files,or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City,all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices,vouchers,canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3)years,or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection,audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City,for a period of three(3)years after final payment under the Agreement. Consulting Services Agreement between June 17,2014 City of Dublin and Pakpour Consulting Group, Inc. Page 11 of 18 Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action,including an action for declaratory relief,to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees In the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement,the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location,would place Consultant in a"conflict of interest,'as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 of seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 of seq. Consultant hereby warrants that it is not now,nor has it been in the previous twelve(12) months,an employee, agent, appointee,or official of the City. If Consultant was an employee, agent, appointee,or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code§1090 et.seq.,the entire Agreement is void and Consultant will not be Consulting Services Agreement between June 17,2014 City of Dublin and Pakpour Consulting Group, Inc. Page 12 of 18 entitled to any compensation for services performed pursuant to this Agreement,including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code§1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting,focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the Public Works Director("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Joubin Pakpour,President Pakpour Consulting Group,Inc. 5776 Stoneridge Mall Rd,#320 Pleasanton CA 94588 Any written notice to City shall be sent to: Gary Huisingh,Public Works Director City of Dublin Public Works 100 Civic Plaza Dublin CA 84568 10,11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report,first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled Seal and Signature of Registered Professional with report/design responsibility,"as in the following example. 44;e fiv.k QROfESSj, 0 15 T xp. P>. CIVIL Q' Seal and Signatu i eQji ressional with report/design response• 10.12 Integration, This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A,and including the compensation schedule attached hereto and incorporated herein as Exhibit B,represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations,or agreements,either written or oral. Consulting Services Agreement between June 17, 2014 City of Dublin and Pakpour Consulting Group, Inc. Page 13 of 18 CITY OF DUBLIN PAKPOUR CONSULTING GROUP, INC. Christopher L. Foss, City onager Joubin o r, President Attest: 6.4A9 get Caroline Soto,City Clerk Approved as to Form: Joh :akker, City Attorney G:I CONSULTANTSIPakpoun2014-161PakpourAgml Engineering Services.doc Consulting Services Agreement between June 17,2014 City of Dublin and Pakpour Consulting Group, Inc. Page 14 of 18 Y EXHIBIT A SCOPE OF SERVICES ON-CALL ENGINEERING SERVICES The scope of service under this on-call engineering services agreement includes the following: Civil Design/Prolecf Manaciemenf 1. Assist the City in managing small to medium-sized capital projects including the preparation of staff reports,engineering studies,project planning and coordination with other agencies and utilities. 2. Assist the City in acquiring the necessary approvals from Caltrans Local Assistance Division on federally-funded projects including preparation of forms and documents to acquire the project E-76 approval to construct, and/or other funding agencies including the Alameda County Transportation Commission and Metropolitan Transportation Commission. 3. Assist the City in managing consultant work including signing,traffic handling and stage construction, landscaping, utility undergrounding, irrigation and roadway lighting. 4. Assist the City in managing the construction of small to medium-sized projects including advertisement of projects, response to request for information, review of bids, award of contract, project accounting, and closeout. 5. Perform Topographic Survey for the design of capital projects. • 6. Perform Utility Research and coordination with Utility companies. 7. Perform Base Mapping of capital projects. 8. Prepare baseline project design schedule using critical path method and update schedule as necessary. 9. Prepare all necessary project environmental documents or manage environmental sub- consultants work and implement the environmental mitigation measures in the design of the project. 10. Prepare application for and assist the City obtain the necessary permits and approvals from appropriate agencies. 11. Perform or manage sub-consultants in the preparation of geotechnical services required on the project including determination of soil"R"values,pavement structural section, and other required soil characteristics for design of structures. 12. Prepare preliminary design of projects and alternative design studies, as required. 13. Perform right-of-way engineering including right-of-way base map,exhibits,plats and descriptions. 14. As necessary, manage sub-consultants'work in preparing appraisal reports and right-of- way acquisition. Consulting Services Agreement between June 17,2014 City of Dublin and Pakpour Consulting Group, Inc. Page 15 of 18 15. Perform project design at the 35%, 65%, 95%and 100%levels including cost estimates, as required by the City. 16. Prepare Storm Water Quality and Erosion Control plans in compliance with the latest requirements of the California Regional Water Control Board, San Francisco Bay Area region. 17. Prepare final engineering cost estimates and contract bid documents based on the latest bid item unit costs, Caltrans 2010 Specifications and Standard Plans, and federal li requirements on federally-funded projects. 18. Provide design support services during construction and prepare final record of drawings based on as-built drawings provided by the City. Development Review 1. Serve as engineering project manager and primary engineering reviewer for a wide variety of land development,subdivision and building permit applications. 2. Act as an extension of City staff,protecting the interests of the City and its residents throughout the life of each development project 3. Review and manage multiple land development,subdivision and building permit applications from initial planning entitlement through improvement plan and final map approval,construction and final sign-off of improvements. 4. Review various planning entitlement applications such as Tentative Maps,Site Development Reviews and Conditional Use Permits. 5. Develop conditions of approval. 6. Review parcel maps,final maps, tract improvement plans,grading plans,street improvement plans,plot plans and building permit plans for conformance with published City and State regulations and engineering standards of practice, including ADA and accessibility requirements. 7. Review plans for conformance with the requirements of the RWQCB NDPES Municipal Regional Permit(MRP),including but not limited to: i. Low impact development. ii. Source control, iii. Design of storm water treatment measures and sizing calculations. iv. Hydromodification standards and the use of BAHM software to both design and review detention and metering devices. v. Trash capture. 8. Work collaboratively with Public Works staff and other City departments such as Planning, Building, Fire and Environmental Services during the review process. 9.. Coordinate the review and approval with outside agencies such as Dublin SanPPprocessg Ramon Services District,Zone 7 and Alameda County. 10. Correspond directly with applicants and their design teams. Consulting Services Agreement between June 17, 2014 City of Dublin and Pakpour Consulting Group, Inc. Page 16 of 18 11. Attend meetings with applicants and staff and conduct various other duties at City Hall in order to efficiently coordinate project reviews with City staff. 12. Write memorandums summarizing plan review comments for transmittal to the applicant. 13. Write staff reports for City Council meetings. 14. Preparation of agreements including long term encroachment agreements,stormwater operations&maintenance agreements and subdivision improvement agreements. 15. Administration of surety bonds associated with various agreements. 16. Preparation of grant deed and grant of easement documents and review of associated plat maps and legal descriptions. 17. Perform field inspections of projects under construction. Consulting Services Agreement between June 17,2014 City of Dublin and Pakpour Consulting Group, Inc. Page 17 of 18 EXHIBIT B COMPENSATION SCHEDULE City shall pay Consultant for work to be performed pursuant to this Agreement per the Fee Schedule(s)entitled,"Organization Chart and Billing Rates,"attached hereto. Consulting Services Agreement between June 17,2014 City of Dublin and Pakpour Consulting Group, Inc. Page 18 of 18 D . Proposals for t ) On-Call Engineering Services—Civil Design and Project Management 9 `--82 Organization Chart and Billing Rates r •1 tom) . Itit Project Manager 11=, Joubin Pakpour, P.E. Principal Engineer Design Team Quality Control Gary Ushiro, P.E., QSP/D Phil Harris, P.E. Senior Engineer Principal Engineer Kurt Wurnitsch, P.E., QSP/D Senior Engineer Brandon Laurie, P.E. Project Engineer Surveyor—Guida Surveying Victor Fung, E.I.T. Project Engineer Feraydoon Farsi, E.I.T. Project Engineer Billing Rates Principal Engineer 140/hour Senior Engineer 130/hour Project Engineer 120/hour Engineering Technician 100/hour Pakpour Consulting Group bills reimbursable and direct costs at a rate of 5% of labor cost. No separate charges will appear for mileage, copies, faxes, plots, etc. We do not mark up our sub consultants invoices. 7 1 V kp ur Consulting Grew,hit. Proposals for G~ t'">. On-Call Engineering Services— Development Review U 19 i! .• Organization Chart and Billing Rates L•+ tio Project Manager Gary Ushiro, P.E., QSP/D Senior Engineer Development Review Team Kurt Wurnitsch, P.E., QSP/D C Senior Engineer Fariborz Heydari, E.I.T. Project Engineer Billing Rates Senior Engineer 130/hour Project Engineer 120/hour Pakpour Consulting Group bills reimbursable and direct costs at a rate of 5% of labor cost. No separate charges will appear for mileage, copies, faxes, plots, etc. We do not mark up our sub consultants invoices. 7 Knead= Rakpour C:unmdfting Group,Inr:. AMENDMENT #1 TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND PAKPOUR CONSULTING GROUP WHEREAS, on July 1, 2014, the City of Dublin (hereinafter referred to as CITY") and PAKPOUR CONSULTING GROUP (hereinafter referred to as CONSULTANT") entered into a Consulting Services Agreement for Civil Design and Project Management; and Development Reivew engineering services (hereinafter referred to as the "AGREEMENT"); and WHEREAS, the existing AGREEMENT has a two-year term, expiring on June 30, 2016; and WHEREAS, the CITY and CONSULTANT now wish to amend the Agreement to extend the two-year term, amend invoicing terms and to amend conflict of interest language. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the AGREEMENT is amended as follows: 1) Section 1.1 Term of Services shall be rescinded in its entirety and replaced with the following: 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2018, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 2) Section 2.1 Invoices shall be rescinded in its entirety and replaced with the following: 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Contract shall be more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; The beginning and ending dates of the billing period; Amendment#1 To Consultant Services Agreement between City of Dublin and PAKPOUR CONSULTING GROUP MAY2016/DPW/NCM/NERSIONI A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects, all hours must also be logged by project assignment o A brief description of the work, and each reimbursable expense A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 3) Paragraph 10.7 Conflict of Interest shall be rescinded in its entirety and replaced with the following: 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant Amendment#1 To Consultant Services Agreement between City of Dublin and PAKPOUR CONSULTING GROUP MAY2016/DPW/NCM/VERSIONI understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. Principals and those performing work for City of Dublin may be required to submit a California Fair Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at www.fppc.ca.gov/index.php?id=500. 4) Except to the extent inconsistent with this First Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. Amendment#1 To Consultant Services Agreement between City of Dublin and PAKPOUR CONSULTING GROUP MAY2016/DPW/NCMNERSIONI IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the date and year first above written. CITY OF DUBLIN' Dated: 72*4 B :Y Chris Foss, City v anager ATTEST: By: J,,„„LPfli Caroline Soto, City Clerk PAKPOUR CONSULTING GROUP Dated: *04 By: Joubi Pakpour, President Amendment#1 To Consultant Services Agreement between City of Dublin and PAKPOUR CONSULTING GROUP MAY201 6/DPW/NCM/VERSION1 Client#: 15713 PAKPOCONS ACORDTM DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 04/06/2016 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 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 Jo Lusk Dealey, Renton &Associates PHONE 510 465-3090 FAX 510 452-2193AIC,No,Ext): A/C,No): P. O. Box 12675 E-MAI ESS: jlusk@insdra.comADDR Oakland, CA 94604-2675 INSURER(S)AFFORDING COVERAGE NAIC# 510 465-3090 INSURER A:Travelers Indemnity Co. of Conn 25682 INSURED INSURER B:Travelers Property Casualty Co 25674 Pakpour Consulting Group, Inc. INSURER C:Catlin Insurance Company, Inc. 19518 5776 Stoneridge Mall Rd., Ste. 320 INSURER D: Pleasanton, CA 94588 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITSLTRINSRWVDPOLICYNUMBERMM/DD/YYYYL(MM/DD/YYYYL A X COMMERCIAL GENERAL LIABILITY 6803089N323 04/12/2016 04/12/2017 EACH OCCURRENCE 2,000,000__ CLAIMS-MADE X OCCUR DAMAGE RENTED 1,000,000 MED EXP(Any one person) $1 0,000 PERSONAL&ADV INJURY $2,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 X POLICY_ ECOT LOC PRODUCTS-COMP/OPAGG $4,000,000 OTHER: B AUTOMOBILE LIABILITY BA3090N070 04/12/2016 04/12/2017 Eo acBcdeDt INGLE LIMIT $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE AUTOS Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS-MADE'AGGREGATE DED RETENTION$ B WORKERS COMPENSATION UB2839T521 04/12/2016 04/12/2017 X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ___ER Y!N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT 1,000,000 OFFICER/MEMBER EXCLUDED? N N/A Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OP OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Professional AED949440416 04/12/2016 04/12/2017 $2,000,000 per Claim Liability 2,000,000 Annl Aggr. DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) General Liability Policy excludes claims arising out of the performance of professional services. Re: General civil design, construction administration and inspection services with emphasis on street resurfacing projects The City of Dublin, its officers, officials,employees and volunteers are named as additional insureds as respects general and auto liability for claims arising from the operations of the named insured. Insurance is primary and non-contributory. Professional liability retroactive date: 4/1/2004 CERTIFICATE HOLDER CANCELLATION City of Dublin SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Nicole Gonzales ACCORDANCE WITH THE POLICY PROVISIONS. 100 Civic Plaza Dublin, CA 94568 AUTHORIZED REPRESENTATIVE 1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014/01) 1 of 1 The ACORD name and logo are registered marks of ACORD S1659675/M1659668 AZM COMMERICAL GENERAL LIABILITY POLICY NUMBER: 6803089N323 ISSUE DATE: 04/12/2016 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSON(S) OR ORGANIZATION(S): City of Dublin Attn:Nicole Gonzales 100 Civic Plaza Dublin,CA 94568 PROJECT/LOCATION OF COVERED OPERATIONS: Name of additional insureds,cont'd:The City of Dublin,its officers,officials, employees and volunteers PROVISIONS A. The following is added to WHO IS AN INSURED The insurance provided to such additional insured Section II): is limited as follows: The person or organization shown in the Sched- d. This insurance does not apply to the render- ule above is an additional insured on this Cover- ing of or failure to render any "professional age Part, but only with respect to liability for"bod- services". ily injury", "property damage" or "personal injury" e. The limits of insurance afforded to the addi- caused, in whole or in part, by your acts or omis- tional insured shall be the limits which you sions or the acts or omissions of those acting on agreed in that "contract or agreement requir- your behalf: ing insurance" to provide for that additional a. In the performance of your ongoing opera- insured, or the limits shown in the Declara- tions; tions for this Coverage Part, whichever are b. In connection with premises owned by or less. This endorsement does not increase the rented to you; or limits of insurance stated in the LIMITS OF INSURANCE (Section III) for this Coverage c. In connection with "your work" and included Part. within the "products-completed operations hazard"B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL Such person or organization does not qualify as LIABILITY CONDITIONS (Section IV): an additional insured for "bodily injury", "property damage" or "personal injury" for which that per- However, if you specifically agree in a "contract or son or organization has assumed liability in a con- tional agreement requiring insurance" that, for the add/ tract or agreement. insured shown in the Schedule, the insur- ance provided to that additional insured under this CG D3 82 09 07 2007 The Travelers Companies, Inc. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc.,with its permission COMMERICAL GENERAL LIABILITY Coverage Part must apply on a primary basis, or injury" arising out of "your work" on or for the pro- a primary and non-contributory basis, this insur- ject, or at the location, shown in the Schedule ance is primary to other insurance that is avail- above, performed by you, or on your behalf, un- able to such additional insured which covers such der a "contract or agreement requiring insurance" additional insured as a named insured, and we with that additional insured. We waive these will not share with the other insurance, provided rights only where you have agreed to do so as that: part of the "contract or agreement requiring insur- 1) The "bodily injury" or "property damage" for ance" with that additional insured entered into by which coverage is sought occurs; and you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal in- 2) The "personal injury" for which coverage is jury" offense is committed. sought arises out of an offense committed; D. The following definition is added to DEFINITIONS after you have entered into that "contract or Section V): agreement requiring insurance" for such addi- tional insured. But this insurance still is excess Contract or agreement requiring insurance" over valid and collectible other insurance, means that part of any contract or agreement un- whether primary, excess, contingent or on any der which you are required to include the person other basis, that is available to the additional in- or organization shown in the Schedule as an ad- sured when the additional insured is also an addi ditional insured on this Coverage Part, provided tional insured under any other insurance.that the "bodily injury" and "property damage" oc- curs, and the "personal injury" is caused by an of- C. The following is added to Paragraph 8. Transfer fense committed: Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CON- a. After you have entered into that contract or DITIONS (Section IV): agreement; We waive any rights of recovery we may have b. While that part of the contract or agreement is against the additional insured shown in the in effect; and Schedule above because of payments we make c. Before the end of the policy period. for "bodily injury", "property damage" or "personal Page 2 of 2 2007 The Travelers Companies, Inc.CG D3 82 09 07 Includes the copyrighted material of Insurance Services Office, Inc.,with its permission POLICY NUMBER: BA3090N070 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Pakpour Consulting Group,Inc. Endorsement Effective Date: 04/12/2016 SCHEDULE Name Of Person(s) Or Organization(s): City of Dublin Attn:Nicole Gonzales 100 Civic Plaza Dublin,CA 94568 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured"for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 Insurance Services Office, Inc., 2011 Page 1 of 1 Pakpour Consulting Group, Inc. WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (00)-- POLICY NUMBER: Us2839T521 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization: Job Description: Name of person or organization cont'd:The City of Dublin,its officers,officials, employees and volunteers City of Dublin Attn: Nicole Gonzales 100 Civic Plaza Dublin,CA 94568 DATE OF ISSUE: 04/12/2016 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND PGADESIGN, INC. THIS AGREEMENT for consulting services is made by and between the City of Dublin City") and PGAdesign, Inc. ("Consultant") as of November 18, 2015. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2018, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and PGAdesign, Inc. Page 1 of 14 required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; The beginning and ending dates of the billing period; A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and PGAdesign, Inc. Page 2 of 14 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the following fee schedule: 2.6 Reimbursable Expenses. Reimbursable expenses are specified in the Consultant's Proposal. Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.10 Rate Adjustments. Consultant will be entitled to an annual rate adjustment upon each annual anniversary for this Agreement, the amount of said increase to be approved by the City. The base for computing the adjustment shall be the Consumer Price Index for Urban Wage Earners for the San Francisco-Oakland Bay Area published by the U.S. Department of Labor, Bureau of Labor Statistics Index) which is published for the year ending in December. If the Index has increased over the Index for the prior year, the rates for the following year shall be established by multiplying the rates for the current year by a fraction,the numerator of which is the Renewal Index and the denominator of which is the Index for-the preceding year. In no case shall the adjusted rates be less than the initial rates set forth in Exhibit B. A sample calculation is set forth below. The Public Works Director shall calculate the adjusted rate on each anniversary date of this agreement and shall provide notice to Consultant of such new rates. SAMPLE CALCULATION: (Using 1% Index increase as an example) HOURLY RATE CHARGE 150.00/hr INDEX INCREASE (Assuming 1%) 150 x .01 = 1.50 1.50/hr 151.50/hr Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and PGAdesign, Inc. Page 3 of 14 City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured;whichever is greater. The additional insured coverage under the Consultant's policy shall be "primary and non-contributory" and will not seek contribution from City's insurance or self-insurance and shall be at least as broad as CG 20 01 04 12. In the event Consultant fails to maintain coverage as required by this Agreement, City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy,shall include an endorsement providing that it shall not be cancelled, changed, or allowed to lapse without at least thirty (30) days' prior written notice to City of such cancellation, change, or lapse. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS 1,000,000.00) per accident. In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self- insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and PGAdesign, Inc. Page 4 of 14 An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements.. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and PGAdesign, Inc. Page 5 of 14 d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. . If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and PGAdesign, Inc. Page 6 of 14 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. All self-insured retentions SIR) and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City (if agreed to in a written contract or agreement) before City's own insurance or self- insurance shall be called upon to protect City as a named insured. ver.2015) Consulting Services Agreement between November 18, 20.15 City of Dublin and PGAdesign, Inc. .. Page 7 of 14. 4.4.7 Notice of Reduction in Coveracie. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days.after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder,.or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. To the maximum extent allowed by law, Consultant shall indemnify, keep and save harmless the City, and City Councilmembers, officers, agents and employees against any and all suits, claims or actions.arising out of any injury to persons or property, including death, that may occur, or that may be alleged to have occurred, in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees, subcontractors or agents. Consultant further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action, Consultant shall, at its expense, satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer,contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6. STATUS OF CONSULTANT. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and PGAdesign, Inc. Page 8 of 14 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient,of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and PGAdesign, Inc. - Page 9 of 14 shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty (30) days'written notice to City and shall include in such notice the reasons for. cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and,provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and PGAdesign, Inc. Page 10 of 14 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials,including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and PGAdesign, Inc. Page 11 of 14 Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a"conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and PGAdesign, Inc. Page 12 of 14 paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Karen Krolewski, Principal PGAdesign, Inc. 444 17`h Street Oakland, CA 94612 Any written notice to City shall be sent to: Gary Huisingh, Public Works Director City Of Dublin Public Works 100 Civic Plaza Dublin, CA 94568 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and including the compensation schedule attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY • i :LIN PGAdesign, Inc. 140alkikkuRtui ristopher L. Foss, City M ager Karen Krolewski, Principal ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and PGAdesign, Inc. Page 13 of 14 Attest: ga/ Caroline Soto, City Clerk Approved as to Form: rvEr)akker, City Attorney ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and PGAdesign, Inc. Page 14 of 14 EXHIBIT A SCOPE OF SERVICES Landscape Design Services 1. Prepare site, landscape and irrigation plans; 2. Provide topographic site surveys for design purposes; 3. Provide property line survey to confirm existing boundaries; 4. Coordinate with Local Services to determine surface and underground utilities including identification/resolution of potential conflicts; 5. Prepare Storm Water Management Plans and include temporary and permanent BMP's to meet NPDES storm water quality requirements; 6. Review geo-technical and engineering reports; 7. Conduct community outreach and build consensus for final concept design; 8. Prepare preliminary and final design plans, specifications, details, quantity calculations and accurate estimates of costs. 9. Assist in bidding and award phase; 10. Provide construction administration services. Project Management Assistance In addition, the City may decide to retain on-call services as necessary to assist with project management. It is not anticipated that all Consultants will have staff available to provide these additional services, however the City would like any firm that has this capability to identify staff members that may be able to perform the following duties: 1. Assist the City in managing small to medium-sized capital projects including the preparation of staff reports, project planning and coordination with other agencies and utilities. 2. Assist the City in managing consultant work including signing, landscaping, utility undergrounding, irrigation and lighting. 3. Assist the City in managing the construction of small to medium-sized projects including advertisement of projects, response to request for information, review of bids, award of contract, project accounting, and closeout. 4. Perform Utility Research and coordination with Utility companies. 5. Perform Base Mapping of capital projects. 6. Prepare baseline project design schedule using critical path method and update schedule as necessary. 7. Prepare application for and assist the City obtain the necessary permits and approvals from appropriate agencies. 8. Perform or manage sub-consultants in the preparation of geotechnical services required on the project including pavement structural section and other required soil characteristics for design of structures. Consulting Services Agreement between November 18, 2015 City of Dublin and PGAdesign, Inc.--Exhibit A Page 1 of 1 EXHIBIT B COMPENSATION SCHEDULE 2491073.1 Consulting Services Agreement between November 18, 2015 City of Dublin and PGAdesign, Inc.--Exhibit B Page 1 of 2 PGAdesign E Compensation,Rates LANDSCAPE:-ARCH'I.TECTS:: . 1 PGADESIGN;. Principal SenicoiPr dscape Architect 140=150 Landscape:Arcfitect, 135 x.140: Technician/CAD f 115 j` Irrigation Designer 140 r Administration 80h ,,r . j„,,,,,,,,,_,,„,....57,,,2;, at;v, 4 jj' /,i!-k1 ”. URBAN DESIGN CONSULTING ENGINEERS 4y`t Principal. 200 ' Asociate Engineer 140 e L,` a f ` zr „Associate Designer_ 130.4e- '7°--- f-7J- \ , rA,e t*ti° ,,fit :'Vti"iit:?,; CADD 110 4: : 11,1,G ° l Business Coordinator Word Processor/Clerical Support. $ 95 EngineeringTecnicians 109 3 .1 ._._. S Draftsman . 93 Word Processor 634 a - Clerical PLS SURVEYS;INC, Excellent work last night'I felt the' tension in the audience drain away; One man 145 when the simuations were presented I Two-rna n 215 s Three=man 284 Thankyou;<:Hydrographic Day Rate 3,100: Case LeBlanc Associate Civil En meet Principal m-Charge 155yg EBMUDInfrastructureManagement'.Land Surveyor SuryeyTechnician 97 i AutoCAD/Drafter. :. I y BSK ASSOCIATES,GEOTECHNIGAL ENGINEERS.. . . Principal 196 . Senior Professional: 175 Project Professional II: 155 Project Professional.. 129 Staff Professional 103 Seismic Gis$103 1,55; 1 Gis Specialist i Pro ect administrator 69 . a. Administrative Assistant 125Fieldsupervisor I Group 1:Special Inspector . .`. 102I . 1 Group 2 Special Inspector 98' Group 3.engineering Technician $ 93 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND RRM DESIGN GROUP THIS AGREEMENT for consulting services is made by and between the City of Dublin City") and RRM Design Group ("Consultant") as of November 18, 2015. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2018, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and RRM Design Group Page 1 of 14 required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; The beginning and ending dates of the billing period; A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last 10%of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and RRM Design Group Page 2 of 14 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the following fee schedule: 2.6 Reimbursable Expenses. Reimbursable expenses are specified in the Consultant's Proposal. Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.10 Rate Adjustments. Consultant will be entitled to an annual rate adjustment upon each annual anniversary for this Agreement, the amount of said increase to be approved by the City. The base for computing the adjustment shall be the Consumer Price Index for Urban Wage Earners for the San Francisco-Oakland Bay Area published by the U.S. Department of Labor, Bureau of Labor Statistics Index) which is published for the year ending in December. If the Index has increased over the Index for the prior year, the rates for the following year shall be established by multiplying the rates for the current year by a fraction, the numerator of which is the Renewal Index and the denominator of which is the Index for the preceding year. In no case shall the adjusted rates be less than the initial rates set forth in Exhibit B. A sample calculation is set forth below. The Public Works Director shall calculate the adjusted rate on each anniversary date of this agreement and shall provide notice to Consultant of such new rates. SAMPLE CALCULATION: (Using 1% Index increase as an example) HOURLY RATE CHARGE 150.00/hr INDEX INCREASE (Assuming 1%) 150 x .01 = 1.50 1.50/hr 151.50/hr Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and RRM Design Group Page 3 of 14 r._ Irrp----- City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured;whichever is greater. The additional insured coverage under the Consultant's policy shall be "primary and non-contributory" and will not seek contribution from City's insurance or self-insurance and shall be at least as broad as CG 20 01 04 12. In the event Consultant fails to maintain coverage as required by this Agreement, City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled, changed, or allowed to lapse without at least thirty (30) days' prior written notice to City of such cancellation, change, or lapse. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS 1,000,000.00) per accident. In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self- insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and RRM Design Group Page 4 of 14 An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and RRM Design Group Page 5 of 14 d. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c.If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and RRM Design Group Page 6 of 14 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. All self-insured retentions SIR) and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City (if agreed to in a written contract or agreement) before City's own insurance or self- insurance shall be called upon to protect City as a named insured. 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and RRM Design Group Page 7 of 14 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. To the maximum extent allowed by law, Consultant shall indemnify, keep and save harmless the City, and City Councilmembers, officers, agents and employees against any and all suits, claims or actions arising out of any injury to persons or property, including death, that may occur, or that may be alleged to have occurred, in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees, subcontractors or agents. Consultant further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action, Consultant shall, at its expense, satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and RRM Design Group Page 8 of 14 rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and RRM Design Group Page 9 of 14 Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty (30) days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and RRM Design Group Page 10 of 14 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and RRM Design Group Page 11 of 14 addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a"conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and RRM Design Group Page 12 of 14 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Jeff Ferber, Principal RRM Design Group 123 Estudillo Avenue, Suite 200 San Leandro, CA 94577 Any written notice to City shall be sent to: Gary Huisingh, Public Works Director City Of Dublin Public Works 100 Civic Plaza Dublin, CA 94568 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and including the compensation schedule attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF U:LIN RRM DESIGN GROUP ristopher L. Foss, City Ma ager Je erb , incipal Attest: 6,4 6C4— ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and RRM Design Group Page 13 of 14 Caroline Soto, City Clerk Approved as to Form: Joh• :akker, City Attorney ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and RRM Design Group Page 14 of 14 r EXHIBIT A SCOPE OF SERVICES Landscape Design Services 1. Prepare site, landscape and irrigation plans; 2. Provide topographic site surveys for design purposes; 3. Provide property line survey to confirm existing boundaries; 4. Coordinate with Local Services to determine surface and underground utilities including identification/resolution of potential conflicts; 5. Prepare Storm Water Management Plans and include temporary and permanent BMP's to meet NPDES storm water quality requirements; 6. Review geo-technical and engineering reports; 7. Conduct community outreach and build consensus for final concept design; 8. Prepare preliminary and final design plans, specifications, details, quantity calculations and accurate estimates of costs. 9. Assist in bidding and award phase; 10. Provide construction administration services. Project Manaqement Assistance In addition, the City may decide to retain on-call services as necessary to assist with project management. It is not anticipated that all Consultants will have staff available to provide these additional services, however the City would like any firm that has this capability to identify staff members that may be able to perform the following duties: 1. Assist the City in managing small to medium-sized capital projects including the preparation of staff reports, project planning and coordination with other agencies and utilities. 2. Assist the City in managing consultant work including signing, landscaping, utility undergrounding, irrigation and lighting. 3. Assist the City in managing the construction of small to medium-sized projects including advertisement of projects, response to request for information, review of bids, award of contract, project accounting, and closeout. 4. Perform Utility Research and coordination with Utility companies. 5. Perform Base Mapping of capital projects. 6. Prepare baseline project design schedule using critical path method and update schedule as necessary. 7. Prepare application for and assist the City obtain the necessary permits and approvals from appropriate agencies. 8. Perform or manage sub-consultants in the preparation of geotechnical services required on the project including pavement structural section and other required soil characteristics for design of structures. Consulting Services Agreement between November 18, 2015 City of Dublin and RRM Design Group--Exhibit A Page 1 of 1 EXHIBIT B COMPENSATION SCHEDULE 2491073.1 Consulting Services Agreement between November 18, 2015 City of Dublin and RRM Design Group.--Exhibit B Page 1 of 2 Rates 4 Bill Rate Ranges Subject to change effective March 1st each year Administrative Assistant 40 - $ 80 Office Coordinator 40 - $ 80 Agency Coordinator 55 - $ 105 Party Chief 80 - $ 135 Architect 100 - $ 150 Principal 155 - $ 250 Assistant Designer 70 - $ 95 Principal Landscape Architect 120 - $ 190 Assistant Manager of Architecture 120 - $ 175 Principal Planner 120 - $ 190 Assistant Planner 70 - $ 95 Project Accountant 65 - $ 100 Associate Designer 75 - $ 115 Project Manager 110 - $ 190 Associate Planner 75 - $ 115 Senior Architect 125 - $ 185 Billing Coordinator 45 - $ 80 Senior Designer 105 - $ 150 Chief Executive Officer 170 $ 270 Senior Engineer 115 - $ 185 Civil Engineer 100 - $ 145 Senior Land Surveyor 105 - $ 160 Construction Inspector 105 - $ 150 Senior Landscape Architect 105 $ 145 Design Director 130 - $ 190 Senior Marketing Coordinator 75 - $ 115 Designer I 40 - $ 100 Senior Party Chief 105 - $ 160 Designer II 55 - $ 110 Senior Planner 100 - $ 145 Designer III 75 - $ 145 Supervisor of Surveying 125 - $ 175 Engineer I 75 - $ 100 Survey Technician I 45 - $ 70 Engineer II 90 - $ 115 Survey Technician II 55 - $ 100 Intern 35 - $ 65 Survey Technician III 75 - $ 130 Information Technology Technician 60 - $ 105 Manager of Information Technology 105 - $ 170 Survey Crew Rates Human Resource Generalist 60 - $ 100 REGULAR Job Captain 85 - $ 145 One person w/GPS or Robotic Workstation $ 125 - $ 155 Landscape Architect 90 - $ 140 Two person 175 - $ 290 Manager of Architecture 150 - $ 220 Three person 235 - $ 390 Manager of Engineering Services 150 - $ 225 Manager of Landscape Architecture 135 - $ 205 PREVAILING WAGE Manager of Marketing 95 - $ 145 One person w/GPS or Robotic Workstation $ 150 - $ 180 Manager of Planning 135 - $ 205 Two person 225 - $ 340 Manager of Surveying 135 - $ 210 Three person 325 - $ 490 Marketing Coordinator 60 - $ 100 Billing rates for any of our proposed subconsultant teammates can be provided upon request. iii rrm design group City of Dublin SOQ for On-Calf Landscape Architectural Services 34 DATE(MMIDDIYYYY) A o® CERTIFICATE OF LIABILITY INSURANCE 12/18/2015 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 be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marie Swaney Dealey, Renton&Associates PHONE 626 844-3070 Fax 199 S Los Robles Ave Ste 540 A/c,Nn,Eat): lac.NoJ: Pasadena, CA 91101 E-MAILADDRESS:mswaney©dealeyrenton.com Lic#0020739 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Travelers Indemnity Co. of Connecti 25682 INSURED RRMDESIGN INSURER B:Travelers Property Casualty Co of A 25674 RRM Design Group INSURER C:Everest National Insurance Company 10120 3765 S. Higuera St., Suite 102 San Luis Obispo, CA 93401 INSURER D: 805 543-1794 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 1798244095 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 ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DD/YYYY) (MM/DD/YYYY) LIMITS A x COMMERCIAL GENERAL LIABILITY Y Y 6804855L378 6/30/2015 6/30/2016 EACH OCCURRENCE 1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $1,000,000 X Contractual Liab MED EXP(Any one person) $10,000 X XCU Included PERSONAL&ADV INJURY $1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $2,000,000 PRO- POLICY X JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: A AUTOMOBILE LIABILITY Y Y BA5046L942 6/30/2015 6/30/2016 COaBINEDt)SINGLE LIMIT $ 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL UTOS OWNED SCHEDULED BODILY INJURY(Per accident) $ X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE AUTOS Per accident) B X UMBRELLA LIAB X OCCUR Y Y CUP4157T683 6/30/2015 6/30/2016 EACH OCCURRENCE 5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE 5,000,000 DED X RETENTION$0 B WORKERS COMPENSATION UB4088T532 6/30/2015 6/30/2016 x STATUTE OTH- ER AND EMPLOYERS'LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE NIA E.L.EACH ACCIDENT 1,000,000 OFFICER/MEMBER EXCLUDED? Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Professional Liability PL5E000175151 9/9/2015 9/9/2016 $2,000,000 Per Claim Claims Made Form 4,000,000 Annual Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) General Liability excludes claims arising out of the performance of professional services. Umbrella policy is a follow-form to underlying General/Auto/Employers Liability policies. Re: RRM Project#0000-14-RC15, Dublin On-Call Landscape Architecture Services(2016-2020)-City Of Dublin and its officers,employees, agents, and volunteers are named as additional insureds as respects general and auto liability for claims arising from the operations of the named insured as required per written contract or agreement. Coverage afforded the additional insured is primary and non-contributory as respects to general liability coverage. Coverage afforded the additional insured is primary as respects to auto liability coverage. Insurance See Attached... CERTIFICATE HOLDER CANCELLATION 30 Day NOC/10 Day for NonPay of Prem SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Of Dublin ACCORDANCE WITH THE POLICY PROVISIONS. 100 Civic Plaza Dublin CA 94568 AUTHORIZED REPRESENTATIVE 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: RRMDESIGN LOC#: 11 ACCORD ADDITIONAL REMARKS SCHEDULE Page 1 of AGENCY NAMED INSURED Dealey, Renton&Associates RRM Design Group 3765 S. Higuera St., Suite 102 POLICY NUMBER San Luis Obispo, CA 93401 805 543-1794 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE coverage includes waiver of subrogation per the attached endorsement(s). SEE CANCELLATION SECTION of Certificate for 30 Day NOC 10 Day for Non-Payment of Premium. ACORD 101 (2008/01) 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 6804855L378 COMMERICAL GENERAL LIABILITY ISSUE DATE:12/18/2015 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSON(S) OR ORGANIZATION(S): City Of Dublin 100 Civic Plaza Dublin CA 94568 PROJECT/LOCATION OF COVERED OPERATIONS: Re: RRM Project #0000-14-RC15, Dublin On-Call Landscape Architecture Services (2016-2020) - City Of Dublin and its officers, employees, agents, and volunteers. PROVISIONS A The following is added to WHO IS AN INSURED The insurance provided to such additional Section II):insured is limited as follows: The person or organization shown in the Sched- ule above is an additional insured on this Cover- d. This insurance does not apply to the render- age Part, but only with respect to liability for bod- ing of or failure to render any "professional ily injury", 'property damage" or 'personal injury services". caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on e. The limits of insurance afforded to the addi- your behalf: tional insured shall be the limits which you agreed in that 'contract or agreement requir- a. In the performance of your ongoing oper- ing insurance" to provide for that additional ations; insured, or the limits shown in the Declarations for this Coverage Part, b. In connection with premises owned by or whichever are less. This endorsement does rented to you; or not increase the limits of insurance stated in the LIMITS OF INSURANCE (Section III)for C. In connection with your work and included this Coverage Part. within the "products-completed operations hazard." B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL Such person or organization does not qualify as LIABILITY CONDITIONS(Section IV): an additional insured for "bodily injury", "property However, if you specifically agree in a contract or damage"or"personal injury'for which that person agreement requiring insurance that, for the addi- or organization has assumed liability in a contract tional insured shown n the Schedule, the insur- or agreement. ance provided to that additional insured under this CG D3 82 09 07 Page 1 2007 The Travelers Companies,Inc. Includes the copyrighted material of Insurance Services Office Inc.,with its permission COMMERICAL GENERAL LIABILITY Coverage Part must apply on a primary injury" arising out of"your work" on or for the basis, or a primary and non-contributory project, or at the location, shown in the basis, this insurance is primary to other Schedule above, performed by you, or on insurance that is available to such additional your behalf, under a "contract or agreement insured which covers such additional insured requiring insurance" with that additional as a named insured, and we will not share insured. We waive these rights only where with the other insurance, provided that: you have agreed to do so as part of the contract or agreement requiring insurance" 1) The "bodily injury" or "property damage" with that additional insured entered into by for which coverage is sought occurs; you before, and in effect when, the "bodily and injury" or "property damage" occurs, or the personal injury" offense is committed. 2) The "personal injury" for which coverage is sought arises out of an offense D. The following definition is added to committed; DEFINITIONS (Section V): after you have entered into that "contract or Contract or agreement requiring insurance" agreement requiring insurance" for such means that part of any contract or additional insured. But this insurance still is agreement under which you are required to excess over valid and collectible other include the person or organization shown in insurance, whether primary, excess, the Schedule as an additional insured on contingent or on any other basis, that is this Coverage Part, provided that the "bodily available to the additional insured when the injury" and "property damage" occurs, and additional insured is also an additional the "personal injury" is caused by an offense insured under any other insurance. committed: C. The following is added to Paragraph 8. a. After you have entered into that contract Transfer Of Rights Of Recovery Against or agreement; Others To Us in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): b. While that part of the contract or agreement is in effect; and We waive any rights of recovery we may have against the additional insured shown in c. Before the end of the policy period. the Schedule above because of payments we make for "bodily injury", "property damage" or"personal CG D3 82 09 07 Page 2 2007 The Travelers Companies,Inc. Includes the copyrighted material of Insurance Services Office Inc.,with its permission POLICY#:5A5046L942 COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions ofthe Coverage Form apply unless modi- fied by this endorsement. This endorsement identifies person(s) or organization(s)who are"insureds" under the Who Is An Insured Provi- sion of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement Effective: 12/18/2015 Countersigned By: Named Insured: RRM Design Group A)43.417:y Authorized Representative) SCHEDULE Name of Person(s)or Organization(s): Re: RRM Project #0000-14-RC15, Dublin On-Call Landscape Architecture Services (2016-2020) - City Of Dublin and its officers, employees, agents, and volunteers. If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Policy#BA5046L942 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorse- required of you by a written contract executed ment, the provisions of the Coverage Form apply prior to any "accident" or "loss", provided that the unless modified by the endorsement.accident" or "loss" arises out of the operations Paragraph 5. Transfer of Rights Of Recovery contemplated by such contract. The waiver ap- Against Others To Us of the CONDITIONS section plies only to the person or organization desig- is replaced by the following: Hated in such contract. 5. Transfer Of Rights Of Recovery Against Oth- ers To Us We waive any right of recovery we may have against any person or organization to the extent CA T3 40 08 08 2008 The Travelers Companies,Inc. Page 1 of 1 Policy #BA5046L942 Auto insurance always follows the car, not the owner. Thus the vehicle owner's insurance is always primary. Below are the excerpted paragraphs from the ISO Business Auto Coverage form which explains the coverage. Section II Liability Coverage, A. Coverage, 1. Who Is An Insured, c. anyone liable for the conduct of an"insured"described above but only to the extent of that liability Section IV Business Auto Conditions, B. General Conditions, 5. Other Insurance c. Regardless of the provisions of Paragraph a. above, this Coverage Form's Liability Coverage is primary for any liability assumed under an"insured contract". Section V Definitions, H. "Insured contract"means:, 5. "That part of any other contract or agreement pertaining to your business(including an indemnification of a municipality in connection with work performed for a municipality)under which you assume the tort liability of another to pay for"bodily injury"or"property damage"to a third party or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. By California state law the Insured's Auto insurance will always be primary with respect to the Insured's owned autos. Policy#BA5046L942 COMMERCIAL AUTO b. Return the stolen property, at our ex- 5. Other Insurance pense. We will pay for any damage that a. For any covered 'auto" you own. this results to the"auto"from the theft; or coverage form provides primary insur- e. Take all or any part of the damaged or ance. For any covered "auto" you don't stolen property at an agreed or appraised own. the insurance provided by this cov- value. erage form is excess over any other col- If we pay for the "loss", our payment will in- lectible insurance. However, while a cov- clude the applicable sales tax for the dam- ered "auto" which is a "trailer" is con- aged or stolen property. nected to another vehicle, the Liability Coverage this coverage form provides for 5. Transfer Of Rights Of Recovery Against the"trailer"is: Others To Us person or organization to or for whom 1) Excess while it is connected to a mo- If any P 9 for vehicle you do not own. we make payment under this coverage form 2) Primary while it is connected to ahasrightstorecoverdamagesfromanother, those rights are transferred to us.That person covered "auto"you own. or organization must do everything necessary b. For Hired Auto Physical Damage Cover- to secure our rights and must do nothing after age, any covered 'auto' you lease, hire, accident"or"loss"to impair them. rent or borrow is deemed to be a covered B. General Conditions auto" you own. However, any 'auto" that is leased, hired. rented or borrowed with 1. Bankruptcy a driver is not a covered "auto". Bankruptcy or insolvency of the "insured" or c. Regardless of the provisions of Para- the"insured's"estate will not relieve us of any graph a. above, this coverage form's Li- obligations under this coverage form. ability Coverage is primary for any liability 2. Concealment, Misrepresentation Or Fraud assumed under an "insured contract". This coverage form is void in any case of d. When this coverage form and any other fraud by you at any time as it relates to this coverage form or policy covers on the coverage form. It is also void if you or any same basis, either excess or primary, we other"insured", at any time, intentionally con- will pay only our share. Our share is the ceal or misrepresent a material fact concern- proportion that the Limit of Insurance of ng: our coverage form bears to the total of a. This coverage form; the limits of all the coverage forms and policies covering on the same basis. b. The covered"auto";6. Premium Audit c. Your interest in the covered "auto":or a. The estimated premium for this coverage d. A claim under this coverage form. form is based on the exposures you told 3. Liberalization us you would have when this policy be- lt we revise this coverage form to provide gan. We will compute the final premium ex- more coverage without additional premium due when we determine estimated your actual will your policy will automatically provide posures. credited The against the ed final premium we the additional coverage as of the day the re- be credited against t final premium due and the first Named Insured will be billed vision is effective in your state. for the balance, if any. The due date for 4. No Benefit To Bailee — Physical Damage the final premium or retrospective pre- Coverages mium is the date shown as the due date We will not recognize any assignment or on the bill. If the estimated total premium grant any coverage for the benefit of any per- exceeds the final premium due, the first son or organization holding, storing or trans- Named Insured will get a refund. porting property for a fee regardless of any b. If this policy is issued for more than one other provision of this coverage form. year, the premium for this coverage form will be computed annually based on our rates or premiums in effect at the begin- ning of each year of the policy. CA 00 01 0310(Rev.02-1•l Insurance Services Office, Inc.,2009 Page 9 of 12 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND S&C ENGINEERS,INC. This Agreement is made and entered into between the City of Dublin("City")and S&C Engineers,Inc. ("Consultant") as ofJuly1, 2016(the"Effective Date"). In consideration of their mutual covenants,the parties hereto agree as follows: Section 1.SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement andExhibitA, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2019, and Consultant shall complete the work described in Exhibit A as assigned by Task Order prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as providedforinSection8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in conformance with standards of quality normally observed by a person practicing in Consultant'sprofession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion,at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2.COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation,the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed bymorethanoneperson. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries andbenefitsofemployeesandsubcontractorsofConsultant. Consequently,the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents,and subcontractors may be eligible. City therefore has no responsibility for such contributionsbeyondcompensationrequiredunderthisAgreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; The beginning and ending dates of the billing period; A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects, all hours must also be logged by project assignment o A brief description of the work,and each reimbursable expense A Task Summary containing the original contract amount,the amount of prior billings,the total due this period,the balance available under the Agreement, and the percentage of completion; The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent,or subcontractor of Consultant reaches or exceeds 800 hours,which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not exceed 3,000). Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Document Reproduction Postage 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8,the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3.FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location,quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4.INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure"occurrence coverage"insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s)and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore, the requirements for coverage and limits shall be(1)the minimum coverage and limits specified in this Agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. The additional insured coverage under the Consultant's policy shall be"primary and non-contributory"and will not seek contribution from City's insurance or self- insurance and shall be at least as broad as CG 20 01 04 12. In the event Consultant fails to maintain coverage as required by this Agreement, City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled,changed, or allowed to lapse without at least thirty(30)days' prior written notice to City of such cancellation,change,or lapse. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers'Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers'Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00) per accident. In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided,or the Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against the City and its officers,officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a.City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased,or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers,employees, agents,or volunteers. b.The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c.An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d.Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e.An endorsement shall state that coverage shall not be canceled except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense,shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS 1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided,canceled by either party, reduced in coverage or in limits, except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a.The retroactive date of the policy must be shown and must be before the date of the Agreement. b.Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c.If coverage is canceled or not renewed and it is not replaced with another claims- made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d.A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement.] 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests'rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete,certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages,scope, limits, and forms of such insurance are either not commercially available,or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. All self-insured retentions(SIR)and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City(if agreed to in a written contract or agreement) before City's own insurance or self-insurance shall be called upon to protect City as a named insured. 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies,which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder,or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or Terminate this Agreement. Section 5.INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. To the maximum extent allowed by law, Consultant shall indemnify, keep and save harmless the City, and City Councilmembers, officers, agents and employees against any and all suits,claims or actions arising out of any injury to persons or property, including death,that may occur,or that may be alleged to have occurred, in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees,subcontractors or agents. Consultant further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action, Consultant shall, at its expense, satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. In the event that Consultant or any employee, agent,or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System PERS)to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents,or subcontractors, as well as for the payment of any penalties and interest on such contributions,which would otherwise be the responsibility of City. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6.STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City,state,or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS)as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied,to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7.LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents,any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex,or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract,or participant in, recipient of,or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal,state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment,contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8.TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon 30 days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs,computer software,video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports,design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9.KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records,files,or any other documents or materials, in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years, or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit,and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00),the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three(3)years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable,the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a conflict of interest,"as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve(12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee,or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code§1090 et.seq.,the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code§ 1090 and, if applicable, will be disqualified from holding public office in the State of California. Principals and those performing work for City of Dublin may be required to submit a California Fair Political Practices Commission(FPPC) Form 700: Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at http://www.fppc.ca.gov/Form700.html. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting,focus group,or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the City Manager("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: S&C Engineers, Ire James E. Scott, President 111 Broadway, Ste 300 Oakland,CA 94607 e Any written notice to City shall be sent to: The City of Dublin Attn: Gary Huisingh 100 Civic Plaza Dublin, CA 94568 10.11 Integration. This Agreement, including Exhibits A, B and C, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. IN WITNESS HEREOF,the parties have caused their authorized representatives to execute this Agreement on the day of 20 . CITY OF D :LIN CONSULTANT 4 q Iopher L. Foss, City Manag-r Ja mi,. Scott, President 7 f Attest: Caroline Soto, City Clerk Approved as to Form: 2 J.- Bakker, City Attorney EXHIBIT A SCOPE OF SERVICES Construction Management and Inspection Services Services may include construction management of small to medium sized Capital Improvement Program projects and/or improvements associated with private land development, assistance in acquiring approvals from Caltrans' Local Assistance Division on federally-funded projects and/or other funding agencies; other tasks associated with Public Works infrastructure construction; site inspection services, and other tasks as assigned and directed by the City Engineer. EXHIBIT B COMPENSATION SCHEDULE CITY OF DUBLIN Construction Management and Public Works Inspection Services UPI D Cliv 01 URIIN May 18,2016 SIM MMUS,Mt S&C ENGINEERS,INC. PROPOSED COMPENSATION RATE SCHEDULE FY 2016/2017 STAFF MEMBER ROLE BILLING RATE JAMES SCOTT,P.E. Principal-in-Charge/Project Manager THOMAS FRESQUEZ,P.E.,QSD Resident Engineer 200 DAVID ROGERS,P.E.,QSD Resident Engineer/Project inspector 137 AFTAB LOYA,P.E.,QSP Resident Engineer/Project Inspector 160 ANDREW KLEIBER,P.E Resident Engineer Facilities/Site Construction 200 MICHAEL GALUSHA,QSP Project Inspector MEM MICHAEL BASKERVILLE Project Inspector 11111= ROBERT SNIDER Project Inspector(Electrical) Rates include labor,overhead&fee,vehicle,phone,computer. No additional billing for travel time. Rates include conformance with prevailing wage requirements. Inspectors will be billed at 1.5x for overtime. REIMBURSABLES AND RATE INCREASES: Rates are all-inclusive of overhead, equipment, travel within the San Francisco Metropolitan Bay Area, office supplies, etc. Reimbursable items, if any, are invoiced at cost to our Clients. Rates are good through December 31, 2017. Consultant may submit a new rate schedule which shall not exceed 3%, and shall be based on the San Francisco Bay Area Consumer Price Index CPI for that period of time and this shall be submitted to the Public Works Director, or their designee, prior to taking effect. Remit Invoice to: City of Dublin Public Works Department 100 Civic Plaza Dublin, CA 94568 Pursuant to California Labor Code section 1771.1, Consultant shall be registered with the Department of Industrial Relations. Prevailing Wage Pursuant to California Labor Code Section 1771, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in the California Labor Code must be paid to all workers engaged in performing the Work. Pursuant to California Labor Code Section 1770 and following, the Director of Industrial Relations has determined the general prevailing wage per diem rates for the locality in which the Work is to be performed. Pursuant to California Labor Code Section 1773, the City has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in the locality in which the Work is to be performed for each craft, classification or type of worker needed to perform the project. Pursuant to California Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at the City Public Works Department and will be made available on request. Throughout the performance of the Work the Contractor must comply with all provisions of the Contract Documents and all applicable laws and regulations that apply to wages earned in performance of the Work. The Contractor is subject to prevailing wage rate compliance monitoring and enforcement by the California Department of Industrial Relations. The contractor or subcontractor(s) shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to California Labor Code Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to California Labor Code Section 1725.5 at the time the contract is awarded. CITY OF DUBLIN 1.JI3t_IN Construction Management&Public Works Inspection Services 7 . EXHIBIT C: PUBLIC CONTRACT CODE STATEMENT AND QUESTIONNAIRE EXHIBIT C Public Contract Code PRIME PROPOSER AND SUBCONSULTANTS MUST SUBMIT A SIGNED PUBLIC CONTRACT CODE STATEMENT*** Public Contract Code Section 10285.1 Statement In accordance with Public Contract Code Section 10285.1(Chapter 376,Stats.1985),the proposer hereby declares under penalty of perjury under the laws of the State of California that the proposer has_,has not '"(mark one) been convicted within the preceding three years of any offenses referred to in that section,including any charge of fraud,bribery, collusion,conspiracy,or any other act in violation of any state or Federal antitrust law in connection with the bidding upon,award of.or performance of,any public works contract,as defined in Public Contract Code Section 1101,with any public entity,as defined in Public Contract Code Section 1100,including the Regents of the University of California or the Trustees of the California State University.The term"proposer"is understood to include any partner,member,officer,director,responsible managing officer,or responsible managing employee thereof,as referred to in Section 10285.1. Note The proposer must place a check mark after"has"or"has not"in one of the blank spaces provided.The above Statement is part of the Proposal.Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement.Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. Public Contract Code Section 10182 Questionnaire In accordance with Public Contract Code Section 10162,the Proposer shall complete,under penalty of perjury,the following questionnaire: Has the proposer,any officer of the proposer,or any employee of the proposer who has a proprietary interest in the proposer,ever been disqualified,removed,or otherwise prevented from bidding on,or completing a federal,state,or local government project because of a violation of law or a safety regulation? Yes No Y If the answer is yes,explain the circumstances in the following space. 16 its ENGINEERS,INC CITY OF DUBLIN cr;v«r 1. m I N Construction Management&Public Works Inspection Services Public Contract Code 10232 Statement In accordance with Public Contract Code Section 10232, the PROPOSER, hereby states under penalty of perjury,that no more than one final unappealable finding of contempt of court by a federal court has been issued against the PROPOSER within the immediately preceding two year period because of the PROPOSER"s failure to comply with an order of a federal court which orders the PROPOSER to comply with an order of the National Labor Relations Board. Note: The above Statement and Questionnaire are part of the Proposal.Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement and Questionnaire.Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. By my signature on this proposal I certify,under penalty of perjury under the laws of the State of California, that the foregoing questionnaire and statements of the Public Contract Code Sections 10162, 10232 and 10285.1 are true and correct and that the proposer has complied with the requirements of Section 8103 of the Fair Employment and Housing Commission Regulations (Chapter 5, Title 2 of the California Administrative Code.)By my signature on this proposal I further certify,under penalty of perjury under the laws of the State of California and the United States of America,that the Non-collusion Affidavit required under Title 23 United States Code,Section 112 and Public Contract Code Section 7106;and the Title 49 Code of Federal Regulations,Part 29 Debarment and Suspension Certification are true and correct. 4e? t,1"S'3. 1,J:I ii,)RIZ6E)cIE,' VFUR7>?...._ James E. Scott, P.E., President S&C Engineers; Inc_ PANYN1VI,;) 1814 Franklin St. Suite 600, Oakland. CA 94612 Y;51)1)51 O tifei17 S&C ENGINEERS.IMS. Client#: 7693 SCENGINEE ACORDT, CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 6/15/2016 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 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 NAMEACT Nancy Ferrick Dealey, Renton&Associates PHONE 510 465-3090 FAX 510 452-2193A/C,No,Ext): A/C,No): P.O. Box 12675 Wass: renton.com Oakland,CA 94604-2675 ADDRESS: nferrick@dealeyrenton.com 510 465-3090 INSURER(S)AFFORDING COVERAGE NAIL# INSURER A:Travelers Indemnity Co.of Conn 25682 INSURED INSURER B:Travelers Property Casualty Co 25674 S&C Engineers, Inc. 1814 Franklin Street,Suite 600 INSURER C:XL Specialty Insurance Co. 37885 Oakland, CA 94612 INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR 1ADDL SUER POLICY EFF POLICY EXP LTR TYPE OF INSURANCE IINSR WVD POLICY NUMBER MM/DD/YYYY) (MM/DD/YYYY) LIMITS A GENERAL LIABILITY X X '6806C348733 01/22/2016 01/22/2017;EACH OCCURRENCE ,$1,000,000 DAMAGE TO RENTEDXCOMMERCIALGENERALLIABILITYPREMISES(Ea occurrence) $1,000,000 CLAIMS-MADE XI OCCUR MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 POLICY X JECOTP - LOC B AUTOMOBILE LIABILITY X X BA6C350138 01/22/2016 01/22/2017 COMBaccident)INED SINGLE LIMIT $1,000,000Ea X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $AUTOS AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE AUTOS Per accident) I$ B X UMBRELLA LIAB X 1 OCCUR CUP4211T667 01/22/2016 01/22/201 EACH OCCURRENCE 6,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE 6,000,000 DED RETENTION$ B WORKERS COMPENSATION X UB4011T670 01/22/2016 01/22/2017 X WC STATU- OTH- EREMPLOYERS'LIABILITY Y/N TORY IMITS ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT 1,000,000OFFICER/MEMBER EXCLUDED? N N/A Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Professional DPR9725343 08/21/2015 08/21/2016 $3,000,000 per Claim Liability 3,000,000 Annl Aggr. DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) General Liability Policy excludes claims arising out of the performance of professional services. Ref: S&C Project#10408. City of Dublin and its officers,employees,agents, and volunteers are named as Additional Insured as respects General Liability and Auto Liability coverages. Insurance is Primary/Non-Contributory per policy form wording.Should any of the above described policies be cancelled before the expiration date See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of Dublin SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Public Works Dept. ACCORDANCE WITH THE POLICY PROVISIONS. 100 Civic Plaza Dublin, CA 94568 AUTHORIZED REPRESENTATIVE AIL— 1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) 1 of 2 The ACORD name and logo are registered marks of ACORD S1721899/M1603977 NMF DESCRIPTIONS (Continued from Page 1) thereof,the issuing insurer will mail 30 days written notice to the Certificate Holder. Professional Liability Retroactive Date: 08/21/2000. SAGITTA 25.3(2010/05) 2 of 2 S1721899/M1603977 S&C Engineers,Inc. 6806C348733 01/22/2016 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN INSURED INSURANCE (Section III) for this Coverage Section II): Part. Any person or organization that you agree in a B. The following is added to Paragraph a. of 4. contract or agreement requiring insurance" to in- Other Insurance in COMMERCIAL GENERAL clude as an additional insured on this Coverage LIABILITY CONDITIONS (Section IV): Part, but only with respect to liability for"bodily in- However, if you specifically agree in a "contract or jury", "property damage" or "personal injury" agreement requiring insurance"that the insurance caused, in whole or in part, by your acts or omis- provided to an additional insured under this Cov- sions or the acts or omissions of those acting on erage Part must apply on a primary basis, or a your behalf: primary and non-contributory basis, this insurance a. In the performance of your ongoing opera- is primary to other insurance that is available to tions; such additional insured which covers such addi- b. In connection with premises owned by or tional insured as a named insured, and we will not rented to you; or share with the other insurance, provided that: c. In connection with "your work" and included 1) The "bodily injury" or "property damage" for within the "products-completed operations which coverage is sought occurs; and hazard". 2) The "personal injury" for which coverage is Such person or organization does not qualify as sought arises out of an offense committed; an additional insured for "bodily injury", "property after you have entered into that "contract or damage" or "personal injury" for which that per- agreement requiring insurance". But this insur- son or organization has assumed liability in a con- ance still is excess over valid and collectible other tract or agreement. insurance, whether primary, excess, contingent or The insurance provided to such additional insured on any other basis, that is available to the insured is limited as follows:when the insured is an additional insured under d. This insurance does not apply on any basis to any other insurance. any person or organization for which cover- C. The following is added to Paragraph 8. Transfer age as an additional insured specifically is Of Rights Of Recovery Against Others To Us added by another endorsement to this Cover- in COMMERCIAL GENERAL LIABILITY CON- age Part. DITIONS (Section IV): e. This insurance does not apply to the render- We waive any rights of recovery we may have ing of or failure to render any "professional against any person or organization because of services".payments we make for "bodily injury", "property f. The limits of insurance afforded to the addi- damage" or "personal injury" arising out of "your tional insured shall be the limits which you work" performed by you, or on your behalf, under agreed in that "contract or agreement requir- a "contract or agreement requiring insurance"with ing insurance" to provide for that additional that person or organization. We waive these insured, or the limits shown in the Declara- rights only where you have agreed to do so as tions for this Coverage Part, whichever are part of the "contract or agreement requiring insur- less. This endorsement does not increase the ance" with such person or organization entered limits of insurance stated in the LIMITS OF into by you before, and in effect when, the "bodily CG D3 81 09 07 2007 The Travelers Companies,Inc. Page 1 of 2 Includes the coovriahted material of Insurance Services Office. Inc..with its permission COMMERCIAL GENERAL LIABILITY injury" or "property damage" occurs, or the "per- erage Part, provided that the "bodily injury" and sonal injury"offense is committed. property damage" occurs, and the "personal in- D. The following definition is added to DEFINITIONS jury" is caused by an offense committed: Section V): a. After you have entered into that contract or Contract or agreement requiring insurance"agreement; means that part of any contract or agreement un- b. While that part of the contract or agreement is der which you are required to include a person or in effect; and organization as an additional insured on this Cov- c. Before the end of the policy period. Page 2 of 2 2007 The Travelers Companies, Inc. CG D3 81 09 07 Includes the coovriahted material of Insurance Services Office. Inc..with its permission POLICY NUMBER: BA6C350138 COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s)or organization(s)who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement effective 01/22/2016 Named Insured Countersigned by 14A-4-4-14S&C Engineers,Inc. Authorized Representative) SCHEDULE Name of Person(s) or Organization(s): City of Dublin and its officers,employees,agents,and volunteers If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND STANTEC CONSULTING SERVICES,INC. THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Stantec Consulting Services, Inc.,("Consultant")as of July 1,2014. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30,2016,the date of completion specified in Exhibit A,and Consultant shall complete the work described in Exhibit A prior to that date,unless the term of the Agreement is otherwise terminated or extended,as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial,first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion,at any time during the term of this Agreement,desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, regarding the amount of compensation,the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consulting Services Agreement between June 17,2014 City of Dublin and Stantec Consulting Services, Inc. Page 1 of 16 Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently,the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices, Consultant shall submit invoices,not more often than once a month during the term of this Agreement,based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: Serial identifications of progress bills;i.e., Progress Bill No. 1 for the first invoice,etc.; The beginning and ending dates of the billing period; A Task Summary containing the original contract amount,the amount of prior billings, the total due this period,the balance available under the Agreement, and the percentage of completion; At City's option,for each work item in each task,a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work,the hours spent by each person, a brief description of the work,and each reimbursable expense; The total number of hours of work performed under the Agreement by Consultant and each employee, agent,and subcontractor of Consultant performing services hereunder,as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent,or subcontractor of Consultant reaches or exceeds 800 hours,which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received,for services satisfactorily performed, and for authorized reimbursable costs incurred. City • shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last 10%of the total sum due pursuant to this Agreement within sixty(60)days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra,further,or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, Consulting Services Agreement between June 17, 2014 City of Dublin and Stantec Consulting Services, Inc. Page 2 of 16 unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the following fee schedule: 2.6 Reimbursable Expenses. Reimbursable expenses are specified in the Consultant's Proposal. Expenses not listed are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2,8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8;the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator, 2.10 Rate Adjustments. Consultant will be entitled to an annual rate adjustment upon each annual anniversary of this Agreement,the amount of said increase to be approved by the City. The base for computing the adjustment shall be the Consumer Price Index for Urban Wage Earners for the San Francisco-Oakland Bay Area published by the U.S. Department of Labor, Bureau of Labor Statistics(Index)which is published for the year ending in December. If the Index has increased over the Index for the prior year, the rates for the following year shall be established by multiplying the rates for the current year by a fraction, the numerator of which is the Renewal Index and the denominator of which is the Index for the preceding year. In no case shall the adjusted rates be less than the initial rates as set forth in Exhibit B. A sample calculation is set forth below. The Public Works Director shall calculate the adjusted rate on each anniversary date of this agreement and shall provide notice to Consultant of such new rates. SAMPLE CALCULATION: (Using 1% index increase as an example) HOURLY CHARGE RATE 150.00/hr INDEX INCREASE(Assuming 1%) 150 x.01 = 1.50 1.50/hr 151.50/hr Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense,provide all facilities and equipment that may be necessary to perform the services Consulting Services Agreement between June 17,2014 City of Dublin and Stantec Consulting Services, Inc. Page 3 of 16 required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks,filing cabinets,and conference space,as may be' reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location,quantity,and time of furnishing those facilities shall be in the sole discretion of City. in no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer,long-distance telephone or other communication charges,vehicles,and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant,at its own cost and expense,shall procure"occurrence coverage"insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s)and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers'Compensation. Consultant shall,at its sole cost and expense,maintain Statutory Workers'Compensation insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00)per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements,but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer,if insurance is provided,or the Consultant,if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers,officials,employees,and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30) days'prior written notice by certified mail, return receipt requested,has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00) Consulting Services Agreement between June 17,2014 City of Dublin and Stantec Consulting Services, Inc. Page 4 of 16 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to,protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88)or Insurance Services Office form number GL 0002(ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12190) Code 8 and 9(°any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers,employees,agents, and volunteers shall be covered as additional insureds with respect to each of the following:liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant;products and completed operations of Consultant; premises owned,occupied,or used by Consultant;and automobiles owned,leased,or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers,employees,agents,or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers,officials,employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents,and volunteers. Consulting Services Agreement between June 17,2014 City of Dublin and Stantec Consulting Services, Inc. Page 5 of 16 e. An endorsement shall state that coverage shall not be canceled except after thirty(30)days'prior written notice by certified mail, return receipt requested,has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended,voided, canceled by either party,reduced in coverage or in limits, except after thirty(30) days'prior written notice by certified mail, return receipt requested,has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work,so long as commercially available at reasonable rates. c.If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise,at the Consultant's sole cost and expense,any extended reporting provisions of the policy,if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. Consulting Services Agreement between June 17,2014 City of Dublin and Stantec Consulting Services, Inc. Page 6 of 16 it 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests'rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages,scope,limits,and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement,only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers,employees,agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond,guaranteeing payment of losses and related investigations,claim administration,and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced,limited,or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies,which Consulting Services Agreement between June 17,2014 City of Dublin and Stantec Consulting Services, Inc. Page 7 of 16 are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach; Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder,or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof;and/or Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify,defend with counsel selected by the City, and hold harmless the City and its officials,officers, employees, agents,and volunteers from and against any and all losses,liability,claims,suits, actions, damages, and causes of action arising out of any personal injury,bodily injury,loss of life, or damage to property,or any violation of any federal,state,or municipal law or ordinance,to the extent caused,in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors,or agents,by acts for which they could be held strictly liable,or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1)the injury, loss of life, damage to property,or violation of law arises wholly from the negligence or willful misconduct of the City or its officers,employees,agents,or volunteers and(2)the actions of Consultant or its employees, subcontractor,or agents have contributed in no part to the injury,loss of life,damage to property,or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement,Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee,agent,or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System(PERS)to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify,defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees,agents,or subcontractors, as well as for the payment of any penalties and interest on such contributions,which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 independent Contractor. At all times during the term of this Agreement,Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; Consulting Services Agreement between June 17,2014 City of Dublin and Stantec Consulting Services, Inc. Page 8 of 16 however,otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City,state,or federal policy, rule, regulation, law,or ordinance to the contrary, Consultant and any of its employees, agents,and subcontractors providing services under this Agreement shall not qualify for or become entitled to,and hereby agree to waive any and all claims to, any compensation, benefit,or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority,express or implied,to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits,qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses,permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the basis of a person's race, religion, color, national origin,age,physical or mental handicap or disability, medical condition,marital status,sex,or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract,or participant in, recipient of,or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal,state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment,contracting, and the provision of any services that are the subject of this Consulting Services Agreement between June 17,2014 City of Dublin and Stantec Consulting Services,Inc. Page 9 of 16 Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty(30)days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination,Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however,may condition payment of such compensation upon Consultant delivering to City any or all documents,photographs, computer software,video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement,as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator,City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence,experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Consulting Services Agreement between June 17,2014 City of Dublin and Stantec Consulting Services, Inc.Page 10 of 16 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement,City's remedies shall included,but not be limited to,the following: I 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans,specifications,drawings,reports,design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the reasonable cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps, models,charts, studies,surveys, photographs, memoranda, plans,studies,specifications, records,files,or any other documents or materials, in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials,including but not limited to those described above,prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans,specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices,vouchers,canceled checks,and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3)years,or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection,audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7,if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City,for a period of three(3)years after final payment under the Agreement. Consulting Services Agreement between June 17,2014 City of Dublin and Stantec Consulting Services, Inc.Page 11 of 16 Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief,to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location,would place Consultant in a"conflict of interest,"as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 of seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 of seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve 12YP months, an employee, agent, appointee,or official of the City. If Consultant was an employee, agent, appointee,or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code§1090 ef.seq., the entire Agreement is void and Consultant will not be Consulting Services Agreement between June 17,2014 City of Dublin and Stantec Consulting Services, Inc.Page 12 of 16 entitled to any compensation for services performed pursuant to this Agreement,including reimbursement of expenses,and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code§ 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting,.focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the Public Works Director("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Paul J Menaker,Senior Principal Stantec Consulting Services,Inc. 1340 Treat Blvd,Suite 300 Walnut Creek CA 94597 Any written notice to City shall be sent to: Gary Huisingh,Public Works Director City of Dublin Public Works 100 Civic Plaza Dublin CA 94568 10,11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled Seal and Signature of Registered Professional with report/design responsibility,"as in theg9 following example. iE i3 Seal and Signature of Registered Professional with report/design responsibility. i3 10.12 Integration. This Agreement,including the scope of work attached hereto and incorporated herein as Exhibit A,and including the compensation schedule attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations,or agreements,either written or oral. Consulting Services Agreement between June 17,2014 City of Dublin and Stantec Consulting Services, Inc. Page 13 of 16 CITY OF DUBLIN Stant-, Consulting Servic: nc. 411k01 Christ.flier L. Foss, Cit Manager Paul J e . nior Principal Attest: i Caroline Soto,City Clerk Approved as to Form: n Bakker,City Attorney G:tCONSULTANTS1Stantec12014-161Stantec agent engineering services.doc Consulting Services Agreement between June 17, 2014 City of Dublin and Stantec Consulting Services, Inc.Page 14 of 16 EXHIBIT A SCOPE OF SERVICES ON-CALL ENGINEERING SERVICES The scope of service under this on-call engineering services agreement includes the following: Transportation Planning 1. Implement current transportation policies in General Plan, including LOS analyses for City's muttimodal functional classification system. 2. Street circulation planning and design. 3. Bicycle facility planning and design. 4. Pedestrian facility planning and design. 5. Transit planning,design and operations. 6. Transportation systems management/transportation demand management strategies. 7. Traffic calming assessment and design. 8. Assist with environmental studies. 9. Data collection for all transportation modes; including but not limited to traffic counts, 1 vehicle classification counts,parking surveys,origin-destination surveys,GPS data collection,and assessment of existing conditions. 10. Cost estimates(planning level). 11. Public outreach—Tasks may include developing materials for the public. This may include content for the City's web site. 12. Preparation of grant applications. 13. Preparation of plan documents. 14. Feasibility studies—all modes. 15. GPS field data collection, inventory management, and GIS integration. 16. Traffic Sign Retroreflectivity standards implementation and traffic sign inventory data management. 17. Implementation of transportation Asset Management and Customization. Consulting Services Agreement between June 17,2014 City of Dublin and Stantec Consulting Services, Inc.Page 15 of 16 4 EXHIBIT B COMPENSATION SCHEDULE City shall pay Consultant for work to be performed pursuant to this Agreement per the Fee Schedule entitled,"Compensation Rates,"attached hereto Consulting Services Agreement between June 17,2014 City of Dublin and Stantec Consulting Services, Inc.Page 16 of 16 Stantec Consulting Services,Inc. Compensation Rates Loaded Hourly Stantec Staff Rate Paul Menaker 354.00 Joy Bhattacharya 217.00 Jim Daisa 16o.00 Vasavi Pannala 136.00 Rock Miller 196.00 Cordelia Crockett 136.00 Alex Ha 123.00 Kasra Behbahani 123.00 AMENDMENT #1 TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND STANTEC CONSULTING SERVICES, INC. WHEREAS, on July 1, 2014, the City of Dublin (hereinafter referred to as CITY") and Stantec Consulting Services, Inc. (hereinafter referred to as CONSULTANT") entered into a Consulting Services Agreement for Transportation Planning services (hereinafter referred to as the "AGREEMENT"); and WHEREAS, the existing AGREEMENT has a two-year term, expiring on June 30, 2016; and WHEREAS, the CITY and CONSULTANT now wish to amend the Agreement to extend the two-year term, amend invoicing terms and to amend conflict of interest language. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the AGREEMENT is amended as follows: 1) Section 1.1 Term of Services shall be rescinded in its entirety and replaced with the following: 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2018, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 2) Section 2.1 Invoices shall be rescinded in its entirety and replaced with the following: 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Contract shall be more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; The beginning and ending dates of the billing period; Amendment#1 To Consultant Services Agreement between City of Dublin and STANTEC CONSULTING SERVICES, INC. MAY2016/DPW/NCMNERSIONI A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects, all hours must also be logged by project assignment o A brief description of the work, and each reimbursable expense A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 3) Paragraph 10.7 Conflict of Interest shall be rescinded in its entirety and replaced with the following: 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant Amendment#1 To Consultant Services Agreement between City of Dublin and STANTEC CONSULTING SERVICES, INC. MAY2016/DPW/NCMNERSI0N1 understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. Principals and those performing work for City of Dublin may be required to submit a California Fair Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at www.fppc.ca.gov/index.php?id=500. 4) Except to the extent inconsistent with this First Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. Amendment#1 To Consultant Services Agreement between City of Dublin and STANTEC CONSULTING SERVICES, INC. MAY2016/DPW/NCMNERSIONI IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the date and year first above written. CITY OF DUBLIN Dated: By: P Chris Foss, City Manager ATTEST: oCeb By: Caroline Soto, City Clerk STANTEC CONSULTING SERVICES, INC. Dated: e/0 By: JAl Agri' Joy Bhattacharya, Principal Amendment#1 To Consultant Services Agreement between City of Dublin and STANTEC CONSULTING SERVICES, INC. M AY2016/DPW/N C MNE RS I O N 1 AiC` DATE IMM/DOIYYYY) CERTIFICATE OF LIABILITY INSURANCE 08/01/2015 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 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 NAMg_CONTACT TAMMIE BESON AON REED STENHOUSE INC, iNh Ex) 1-7 80 423-9462 N9, 1 780.423-9876 EMAit900-10025-102A AVENUE ADDRESS TAMMI,E.BESON@a AON.CA EDMONTON AB T5J 0Y2 INSURER(S(AFFORDIN COVERAGE NAIC a INSURER A. M NSURED INSURER B: STANTEC CONSULTING SERVICES INC_INSURERC 1340 TREAT BLVD.,SUITE 300 INSURER D: WALNUT CREEK,CA 94597 INSURERS, CERTAIN U/WS AT LLOYDS OF LONDON 37540 INSURER F (BEAZLEY) COVERAGES CERTIFICATE NUMBER:889 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 SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR' ACM SUER! POLICY EFF I POLICY EXP.- LTR i TYPE OF INSURANCE INSR IWVD)POLICY NUMBER iMWDONYYy imhi/OD/YYYY,: LIMITS I-GENERAL LABILITY j I EACH OCCURRENCE ?5 1 ( COMMERCIAL GENERAL LIABILITY I I ( PREMISES(Ea occurrence)- 5 CLAIMS-MADE ` i OCCUR MED EXP(Any one person) 5 I t PERSONAL&ADV INJURY ,S I !. I GENERAL AGGREGATE 5 GEN'L AGGREGATE LIMIT APPLIES PER' I I PRODUCTS-COMP/OP AGG 5 I i POLICY? I jE I LOG I I s 5 AUTOMOBILE LIABILITY t t 17,0 I i,(Ea accident} 5 H ANY AUTO j j BODILY INJURY Per person) i S ALL OWNED 1 ---1 SCHEDULED I dent. ._.._.AUTOS AUTOS ( i E I I BODILY INJURY(Far accident):S AUOWNEDlHIRED PeO aPcEaS d IeY n ID l T1a_0 I 5 UMBRELLA LIAR I OCCUR I L EACH OCCURRENCE :5. 11 EXCESS LIAB I AGGREGATECLAIMS-MADE I I hi DED 1' RETENTION 5 4 p 1 5 WORKERS COMPENSATION AND EMPLOYERS'UABIUTY YIN T^RY LETS EB f ANY PROPRIECORIPARi'NERIEXECUTIVF>j'—'IN I A I E.I EACH ACCIDENT S OFFICER/MEMBER EXCLUOED9 i Mandatory in NH) I I EL.DISEASE-EA EMPLOYE Ez 5 If yes,descnbe-under I t I OESCRIPtiON OF OPERATIONS below I I i i I E .OISEA$E.POLICY LIMIT I S E I PROFESSIONAL LIABILITY I NIA II QC1505150 i 08/01/15 08/01/16 [-CLAIM&AGGREGATE LIMIT INCLUDING CONTRACTORS i 3,000,000 INCLUSIVE OF COSTS i POLLUTION LIABILITY I _ I NO RETROACTIVE DATE =CLAIMS MADE BASIS DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(Attach ACORO 101,Additional Remarks Schedule,H more space Is required) WALNUT CREEK, CA. STANTEC PROJECT#1839. RE:CITY OF DUBLIN ON CALL ENGINEERING SERVICES.THE COVERAGE SHALL NOT BE CANCELLED OR NON RENEWED EXCEPT AFTER THIRTY(30)DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CITY OF DUBLIN THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ATTN: NICOLE GONZALES ACCORDANCE WITH THE POLICY PROVISIONS. 100 CIVIC PLAZA DUBLIN,CA 94568 AUTHORIZED REPRESENTATIVE 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD Aco DATE IMM/DD/YYYY) L.--- - CERTIFICATE OF LIABILITY INSURANCE 05/01/2016 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 be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain palIctes may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAAMEACT ANDREA OTTO AON REED STENHOUSE INC. PSNNO Exit;1-952-807-0679 Wic No)-1-312-381-6608 AON RISK SERVICES CENTRAL,INC. ADDRESS ANDREA.OTTO AON.COM. 900,10025-102A AVENUE INSURER(S)AFFORDING COVERAGE I NAIL# EDMONTON,AB T5J 0Y2 INSURER A ZURICH AMERICAN INSURANCE COMPANY ;16535 INSURED INSURER e: SENTRY INSURANCE A MUTUAL COMPANY ;24988 __ STANTEC CONSULTING SERVICES INC. IHSURERc. ZURICH INSURANCE COMPANY 1340 TREAT BLVD., SUITE 300 INSURER 0: SENTRY INSURANCE A MUTUAL COMPANY `24988 _ WALNUT CREEK,CA 94597 INSURERS _ INSURER F COVERAGES CERTIFICATE NUMBER:941 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 SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR CM_SUER'. POLICY EFF POLICY EXP R.. TYPE OF INSURANCE ACM_ YYj1WDPOLICYNUMBERImr.vuo YY ,[f MWDDlYYYYJ{ LIMITS GENERAL LIABILITYA ; X GL05415704 05/01/16 05/01/17 EACH OCCURRENCE is 2,000,000 X COMMERCIAL GENERAL LIABILITY [ PAEISES( ccurrPREMISES{Ea occurrence) $ 300,000 t `CLAIMS-MADE X OCCUR MED EXP Any one Gerson) $10.000 x j CONTRACTUAL/CROSS LIABILITY r PERSONAL 3ADV INJURY 5 2.000,000 I X i OWNERS&CONTRACTORS I XCU COVER INCLUDED GENERAL AGGREGATE $ 4,.000,000 1 GEN'LAGGREGATE LIMIT APPLIES PER kk i PRODUCTS-COMP/OP AGO 5 2,000,000 x. k POLICY 1 XJECT ( X€:'LOC I S AUTOMOBILE UABILITY I r L`°"°'. ' Uf odeq 17G'L-EPRIIE S 1 000 3408X , 90-17043-08 05/01/16 05/01/17 1,000,q90 L..:ANY AUTO I i. I BODILY INJURY(Per person) i S ALL OWNED I I SCHEDULED r AUTOS AUTOS BODILY INJURY(Per accdent)'S J4't..{{yy`ATiED PROPERTY DAMAGEy— AUOSI =HIRED AUTCS I i Per acaden t s i C I X;UMBRELLA LIAB :'X L.OCCUR 8831307 05/01/16 . 05/01/17 EACH OCCURRENCE $ 5,000,000 X ,EXCESS LIAB l CLAIMS-MADE EXCESS GENERAL,AUTO AND AGGREGATE S 5,000,000 ilo-- I X RETENTION 510 000 EMPLOYERS LIABILITY(FOLLOW 5 riORKERSCOMPENSATIQN': F1?ISM) ...._ (- -. STATIJ "b11=D -AND EMPLOYERS LIABILITY 90-17043-06 05/01/16 05/01/17 „X I TQRY.Lt.?diT E,B, ANY PROPRIErOPPARTNERiEXECUTIV Y!N €€E I I E..L._EACH ACCIDENT 5 1,000,000 3 OpFFICER/MEMBEREXCLUDED? N/A i MaadatoryinNHl EL.DISEASE-EAEMPLOVEE.S 1,000,000 1313 Eyes,descrbe untler s EL DISEASE POLICY L MIT:S 1000,000pESCRiFFIOIVOFOPERATIONS6ataw.. I I DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Schedule,H more space Is required} WALNUT CREEK, CA. STANTEC PROJECT#1839, RE:CITY OF DUBLIN ON CALL ENGINEERING SERVICES. CITY OF DUBLIN, ITS OFFICERS, EMPLOYEES,AGENTS AND VOLUNTEERS ARE INCLUDED AS AN ADDITIONAL INSURED BUT ONLY ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED_ THIS COVER IS PRIMARY AND OTHER INSURANCE IS EXCESS AND NON CONTRIBUTORY. THE COVERAGE SHALL NOT BE CANCELLED OR NON RENEWED EXCEPT AFTER THIRTY(30)DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER AND ADDITIONAL INSUREDS.ENDORSEMENTS #CG 20 10 07 04,#CA 20 48 02 99, #AGL 01 15 06/09, #CG 20 37 07 04 ARE ATTACHED CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CITY OF DUBLIN THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ATTN: NICOLE GONZALES ACCORDANCE WITH THE POLICY PROVISIONS. 100 CIVIC PLAZA DUBLIN,CA AUTHORIZED REPRESENTATIVE 01988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD E E 0. POLICY NUMBER:GL05415704 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 Name Of Additional Insured Person(s)Or Organization(s):City Of Dublin,Its Officers,Employees,Agents And Volunteers Location(s)Of Covered Operations:City Of Dublin On Call Engineenng Services. Is Information required to complete this Schedule,if not shown above,will be shown in the Oedaralions. A.Section II-Who Is An Insured is amended to include as an additional insured the person(s)or organization(s)shown in the Schedule,but only with respect Is liability for'bodily injury","property damage"or"personal and advertising injury'caused,in whole or in part,by: 1.Your acts or omissions;or Z The acts or omissions of those acting on your behalf; A in the performance of your ongoing operations for the additional insured(s)at the location(s)designated above. B.With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply to'bodily injury"or"property damage"occurnng after.44 1_All work,including materials,parts or equipment furnished in connection with such work,on the project(other than service,maintenance or repairs)to be performed by or on behalf of the additional insured(s)at the location of the covered operations has been completed:or 2.That portion of"your work"out of which the injury or damage asses has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. NAMED INSURED:Stantec Inc. CONSULTANT INSURED'Stantec Consulting Services Inc. Attached to and forming part of Policy of the Zurich American Insurance Company. AON REED STENHOUSE INC.,AON RISK SERVICES CENTRAL,INC.,EDMONTON,ALBERTA Branch.file A I'Work R CG 20 10 07 04 POLICY NUMBER: 20-17043-C8 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY INSURANCE PRIMARY AS TO CERTAIN ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM Section IV-Business Auto Conditions,B.General Conditions,5 Other Insurance,c is amended by the additional of the following sentence: The insurance afforded under this policy to an additional insured will apply as primary insurance for such additional insured where so required under an agreement executed your to the date of accident. We will not ask any insurer that has issued other insurance to such additional insured to contribute to the settlement of loss arising ouf of such accident. Ix NAMED INSURED:Stantec Inc. CONSULTANT INSURED:Stantec Consulting Services Inc. SCHEDULE Name of Person(s)or Organization(s).City Of Dublin,Its Officers,Employees,Agents And Volunteers Attached to and.forming part of this Policy of SENTRY INSURANCE A MUTUAL COMPANY, AON REED STENHOUSE INC.,AON RISK SERVICES CENTRAL,INC.EDMONTON,ALBERTA Branch.fite PC AUTO#CA 20 48 02 99 EPOLICYNUMBER:GL05415704 COMMERCIAL GENERAL LIABILITY E THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY_ PRIMARY AND NON CONTRIBUTORY INSURANCE ff ff This endorsement modifies insurance provided under the following: ff COMMERCIAL GENERAL LIABILITY COVERAGE FORM OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM The following is added to SECTION IV-COMMERCIAL GENERAL LIABILITY CONDITIONS,PARAGRAPH 4 SECTION IV: COMMERCIAL GENERAL LIABILITY CONDITIONS 4. Other Insurance Notwithstanding the provisions of sub-paragaraphs a,b and c of this paragraph 4,with respect to the Third Party as defined below,it is understood and agreed that in the event of Ir a claim or"suir arising out of the Named Insured's negligence,this insurance shall be primary and any other Insurance maintained by the additional insured named as the Third Party below shall be excess and noncontributory. E. This endorsement applies only to those third parties required to be named as an Additional Insured as Primary and Non Contributory coverage specified in a written contract with the Named Insured under this policy,entered into prior to the'toss"or"occurrence'. E:':. The Third Party to whom this endorsement applies-is: Any person or organization when non contributing insurance is required by a written contract that you have agreed upon poor to loss. All other terms,conditions and exclusions under this policy remained unchanged. ii; NAMED INSURED:Stantec Inc. CONSULTANT INSURED.Stantec Consulting Services Inc. i:;,,,,.... Attached to and forming part of Policy of the Zurich American Insurance Company. AON REED STENHOUSE INC.,AON RISK SERVICES CENTRAL,INC-,EDMONTON,ALBERTA s Branch,file PNC A AGL 01 15 08/09 a POLICY NUMBER:GL05415704 COMMERCIAL GENERAL LIABILITY 41 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY- l This endorsement modifies insurance provided under the following' u COMMERCIAL GENERAL LIABI UTY COVERAGE PART a_ NOTIFICATION TO OTHERS It is understood and agreed that any coverage be suspended,voided,cancelled or.reduced in coverage or in limits,thirty(30)days poor written notice by certified mail,return receipt requested has been given to: 2 ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. I.'; 13 NAMED INSURED:Stantec Inc. CONSULTANT INSURED:Stantec Consulting Services Inc 1;4 Attached to and forming part of Policy of the Zurich American Insurance Company. AON REED STENHOUSE INC.,AON RISK SERVICES CENTRAL,INC.,EDMONTON,ALBERTA s if Al ttCG20370704 1 Serial#: 941 R 1 0 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND SWINERTON MANAGEMENT AND CONSULTING This Agreement is made and entered into between the City of Dublin("City")and Swinerton Management and Consulting ("Consultant")as of July 1, 2016(the"Effective Date"). In consideration of their mutual covenants,the parties hereto agree as follows: Section 1.SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A,the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2019, and Consultant shall complete the work described in Exhibit A as assigned by Task Order prior to that date, unless the term of the Agreement is otherwise terminated or extended,as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement,as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in conformance with standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion,at any time during the term of this Agreement,desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2.COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation,the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently,the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; The beginning and ending dates of the billing period; A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects, all hours must also be logged by project assignment o A brief description of the work,and each reimbursable expense A Task Summary containing the original contract amount, the amount of prior billings, the total due this period,the balance available under the Agreement, and the percentage of completion; The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours,which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received,for services satisfactorily performed,and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra,further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not exceed 3,000). Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Document Reproduction Postage 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8,the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3.FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks,filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location,quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges,vehicles,and reproduction facilities. Section 4.INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure"occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s)and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore,the requirements for coverage and limits shall be (1)the minimum coverage and limits specified in this Agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured;whichever is greater. The additional insured coverage under the Consultant's policy shall be"primary and non-contributory"and will not seek contribution from City's insurance or self- insurance and shall be at least as broad as CG 20 01 04 12. In the event Consultant fails to maintain coverage as required by this Agreement,City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled, changed, or allowed to lapse without at least thirty(30) days' prior written notice to City of such cancellation, change, or lapse. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator.The insurer, if insurance is provided,or the Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30)days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00)per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a.City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied,or used by Consultant;and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents,or volunteers. b.The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c.An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d.Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees,agents, and volunteers. e.An endorsement shall state that coverage shall not be canceled except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant,at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS 1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended,voided, canceled by either party, reduced in coverage or in limits, except after thirty(30) days'prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a.The retroactive date of the policy must be shown and must be before the date of the Agreement. b.Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c.If coverage is canceled or not renewed and it is not replaced with another claims- made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d.A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests'rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. All self-insured retentions (SIR) and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City(if agreed to in a written contract or agreement)before City's own insurance or self-insurance shall be called upon to protect City as a named insured. 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies,which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or Terminate this Agreement. Section 5.INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. To the maximum extent allowed by law, Consultant shall indemnify, keep and save harmless the City, and City Councilmembers, officers, agents and employees against any and all suits, claims or actions arising out of any injury to persons or property, including death,that may occur, or that may be alleged to have occurred, in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees, subcontractors or agents. Consultant further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action, Consultant shall, at its expense, satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System PERS)to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify,defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions,which would otherwise be the responsibility of City. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6.STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City,state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied,to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7.LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits,qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents,any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex,or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal,state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8.TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon 30 days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software,video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9.KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans,studies, specifications, records,files,or any other documents or materials, in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices,vouchers,canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years, or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection,audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00),the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3)years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void, or unenforceable,the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location,would place Consultant in a conflict of interest,"as that term is defined in the Political Reform Act,codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve(12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code§1090 et.seq.,the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code§ 1090 and, if applicable,will be disqualified from holding public office in the State of California. Principals and those performing work for City of Dublin may be required to submit a California Fair Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at http://www.fppc.ca.gov/Form700.html. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting,focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the City Manager("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Swinerton Management and Consulting Attn: Jeffrey Gee 2300 Clayton Road,Suite 800 Concord, CA 94520 Any written notice to City shall be sent to: The City of Dublin Attn: Gary Huisingh 100 Civic Plaza Dublin, CA 94568 10.11 Integration. This Agreement, including Exhibits A, B and C, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. IN WITNESS HEREOF,the parties have caused their authorized representatives to execute this Agreement on the 1st day of July, 2016. CITY OF I BLIN CONSULTANT L ristopher L. Foss, City anager effrev 'ee,Vice President Attest: Caroline Soto, City Clerk Approved as to Form: J Bakker, City Attorney EXHIBIT A SCOPE OF SERVICES Services may include construction management of small to medium sized Capital Improvement Program projects and/or improvements associated with private land development, assistance in acquiring approvals from Caltrans' Local Assistance Division on federally-funded projects and/or other funding agencies; other tasks associated with Public Works infrastructure construction; site inspection services, and other tasks as assigned and directed by the City Engineer. EXHIBIT B COMPENSATION SCHEDULE POSITION/CLASSIFICATION HOURLY RATE Principal-In-Charge 206 Proiect Executive 185 Senior Construction Manager 165 Construction Managers 155 Assistant Construction Manager 134 Inspectors 129 Estimator 155 Scheduler 170 REIMBURSABLES AND RATE INCREASES: Rates are all-inclusive of overhead, equipment, travel within the San Francisco Metropolitan Bay Area, office supplies, etc. Reimbursable items, if any, are invoiced at cost to our Clients. Rates are good through December 31, 2017. Consultant may submit a new rate schedule which shall not exceed 3%, and shall be based on the San Francisco Bay Area Consumer Price Index CPI for that period of time and this shall be submitted to the Public Works Director, or their designee, prior to taking effect. Remit Invoice to: City of Dublin Public Works Department 100 Civic Plaza Dublin, CA 94568 Pursuant to California Labor Code section 1771.1, Consultant shall be registered with the Department of Industrial Relations. Prevailing Wage Pursuant to California Labor Code Section 1771, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in the California Labor Code must be paid to all workers engaged in performing the Work. Pursuant to California Labor Code Section 1770 and following, the Director of Industrial Relations has determined the general prevailing wage per diem rates for the locality in which the Work is to be performed. Pursuant to California Labor Code Section 1773, the City has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in the locality in which the Work is to be performed for each craft, classification or type of worker needed to perform the project. Pursuant to California Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at the City Public Works Department and will be made available on request. Throughout the performance of the Work the Contractor must comply with all provisions of the Contract Documents and all applicable laws and regulations that apply to wages earned in performance of the Work. The Contractor is subject to prevailing wage rate compliance monitoring and enforcement by the California Department of Industrial Relations. The contractor or subcontractor(s) shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to California Labor Code Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to California Labor Code Section 1725.5 at the time the contract is awarded. EXHIBIT C PUBLIC CONTRACT CODE STATEMENTS: STATEMENT 10285.1 STATEMENT 10232 EXHIBIT C Public Contract Code PRIME PROPOSER AND SUBCONSULTANTS MUST SUBMIT A SIGNED PUBLIC CONTRACT CODE STATEMENT*** Public Contract Code Section 10285.1 Statement In accordance with Public Contract Code Section 10285.1 (Chapter 376, Stats. 1985),the proposer hereby declares under penalty of perjury under the laws of the State of California that the proposer has ,has not X ( mark one) been convicted within the preceding three years of any offenses referred to in that section, including any charge of fraud, bribery, collusion, conspiracy, or any other act in violation of any state or Federal antitrust law in connection with the bidding upon, award of,or performance of,any public works contract,as defined in Public Contract Code Section 1101,with any public entity,as defined in Public Contract Code Section 1100, including the Regents of the University of California or the Trustees of the California State University. The term "proposer" is understood to include any partner, member, officer, director, responsible managing officer, or responsible managing employee thereof,as referred to in Section 10285.1. Note: The proposer must place a check mark after "has" or "has not" in one of the blank spaces provided. The above Statement is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement.Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. Public Contract Code Section 10162 Questionnaire In accordance with Public Contract Code Section 10162, the Proposer shall complete, under penalty of perjury, the following questionnaire: Has the proposer, any officer of the proposer, or any employee of the proposer who has a proprietary interest in the proposer, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal,state,or local government project because of a violation of law or a safety regulation? X Yes No If the answer is yes,explain the circumstances in the following space. Public Contract Code 10232 Statement In accordance with Public Contract Code Section 10232, the PROPOSER, hereby states under penalty of perjury, that no more than one final unappealable finding of contempt of court by a federal court has been issued against the PROPOSER within the immediately preceding two year period because of the PROPOSER's failure to comply with an order of a federal court which orders the PROPOSER to comply with an order of the National Labor Relations Board. Note: The above Statement and Questionnaire are part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement and Questionnaire. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. By my signature on this proposal I certify, under penalty of perjury under the laws of the State of California, that the foregoing questionnaire and statements of the Public Contract Code Sections 10162, 10232 and 10285.1 are true and correct and that the proposer has complied with the requirements of Section 8103 of the Fair Employment and Housing Commission Regulations (Chapter 5, Title 2 of the California Administrative Code.) By my signature on this proposal I further certify, under penalty of perjury under the laws of the State of California and the United States of America, that the Non-collusion Affidavit required under Title 23 United States Code, Section 112 and Public Contract Code Section 7106; and the Title 49 Code of Federal Regulations,Part 29 Debarment and Suspension Certification are true and correct. May 18, 2016 DATH.AUTHORIZED SIGNATURE) Mr.Jeffrey S. Gee, AIA, Vice President i General Manager NA\4E AND TIT],E) Swinerton Management& Consulting COMPANY NAME) 260 Townsend Street San Francisco, CA 94107 COMPANY ADDRESS) A® CERTIFICATE OF LIABILITY INSURANCE 6/15/ 2016D/ vYVV> 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 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: Arthur J. Gallagher & Co. PHONE 415-391-1500 I FAX 415-391-1882InsuranceBrokersofCA, Inc. LIC #0726293 A/C.No.ExQ•A/C,No): 1255 Battery Street, Suite 450 aDORIEss:gcssfcerts @ajg.com San Francisco CA 94111 INSURER(S)AFFORDING COVERAGE NAIL# INSURER A:Catlin Specialty Insurance Company 15989 INSURED INSURER B: SMCI-0009-01] Swinerton Builders INSURER C: dba Swinerton Management& Consulti(SF) 260 Townsend St. INSURER D IiSanFranciscoCA94107-1790 INSURER E: INSURER F: I COVERAGES CERTIFICATE NUMBER: 314814592 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 ADDL SUER, POLICY EFF POLICY EXP • TYPE OF INSURANCELTR INSDWVD', POLICY NUMBER MM/DD/YYYY) (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY 1 EACH OCCURRENCE CLAIMS-MADE OCCUR DAMAGE TO REN rED J PREMISES(Ea occurrence) $ MED EXP Any one person) $ PERSONAL&ADV INJURY I $ GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO- POLICY JECT , LOC PRODUCTS-COMP/OP AGG $ OTHER: I $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED I SCHEDULED BODILY INJURY(Per accident)I $AUTOS AUTOS NON-OWNED PROPERTY DAMAGE HIRED AUTOS ! AUTOS Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS-MADE i AGGREGATE I $ DED RETENTION$ I $ WORKERS COMPENSATION j PER OTH- AND EMPLOYERS'LIABILITY Y/N. j STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE - li E.L.EACH ACCIDENT OFFICER/MEMBER EXCLUDED? N/A i Mandatory in NH)E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liab I CPL-689524-0816 8/1/2015 8/1/2016 Each Claim/Agg limit 10,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space is required) SB Job#1 61 00022 RE: On-Call Consulting Services CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The City of Dublin THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ATTN: Nancy McDonnell ACCORDANCE WITH THE POLICY PROVISIONS. 100 Civic Plaza Dublin CA 94568 AUTHORIZED REPRESENTATIVE 2 f. e----7 c::::).-..-----.7.) 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01)The ACORD name and logo are registered marks of ACORD ACoRD CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 6/15/2016 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 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: Arthur J. Gallagher & Co. P"°NE 415-391-1500 FAXFAX 415-391-1882 Insurance Brokers of CA, Inc. LIC#0726293 tA/C No.EXtr 9/C.No): 1255 Battery Street, Suite 450 ADDRESS:gcssfcerts @ajg.com San Francisco CA 94111 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Liberty Mutual Fire Insurance Compa 23035 INSURED INSURER B:Zurich American Insurance Company 16535 SMCI-0009-01] Swinerton Builders INSURER C:Starr Indemnity&Liability Company 38318 dba Swinerton Management& Consulti(SF) 260 Townsend St. INSURER D San Francisco CA 94107-1790 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 731442176 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 IADDLSUBR', POLICY EFF POLICY EXP I LTR TYPE OF INSURANCE INSD I WVD. POLICY NUMBER MM/DD/YYYY)l(MMIDD/YYYY) LIMITS B x COMMERCIAL GENERAL LIABILITY Y I Y GL00232247-00 2/1/2016 ' 8/1/2017 EACH OCCURRENCE 2,000,000 DAMAGE TO RENTED 1 CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $300,000 1 i MED EXP(Any one person) $N/A PERSONAL&ADV INJURY i $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE i I $4,000,000 I POLICY X PRO-ECT LOC PRODUCTS-COMP/OP AGG I $4,000,000 OTHER: 1 $ A AUTOMOBILE LIABILITY Y Y l AS2661066493025 8/1/2015 8/1/2016 COMBINED SINGLE LIMI I ' $ Ea accident) 2,000,000 X 1 ANY AUTO BODILY INJURY(Per person) $ I ALL OWNED SCHEDULED BODILY INJURY(Per accident) AUTOS i AUTOS I NON-OWNED I PROPERTY DAMAGE X HIRED AUTOS I X AUTOS Per accident) X Comp/Coll I X Ded:$10K C UMBRELLA LIAB X OCCUR Y Y 1000022466 i 2/1/2016 8/1/2017 EACH OCCURRENCE 5,000,000 X EXCESS LIAB I CLAIMS-MADE AGGREGATE 5,000,000 DED I RETENTION$ A WORKERS COMPENSATION y WA266D066493015 8/1/2015 li 8/1/2016 X PER H AND EMPLOYERS'LIABILITY Y/N STATUTE ER0T ANY PROPRIETOR/PARTNER/EXECUTIVE ' N/A E.L.EACH ACCIDENT 1,000,000 OFFICER/MEMBER EXCLUDED? I I(Mandatory in NH)El,DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below I E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space is required) SB Job#16100022 RE: On-Call Consulting Services ADDITIONAL INSURED(S): The City of Dublin, its officers, employees, agents and volunteers CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The City of Dublin THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ATTN: Nancy McDonnell ACCORDANCE WITH THE POLICY PROVISIONS. 100 Civic Plaza Dublin CA 94568 AUTHORIZED REPRESENTATIVE j:6/.1"hi TL/L1-- ( La-:;:-:,:// 5 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01)The ACORD name and logo are registered marks of ACORD 0 Additional Insured — Automatic — Owners, Lessees Or ZURICH Contractors Policy No.Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No.Add'I. Prem Return Prem. GLO 0232247-00 02/01/2016 08/01/2017 02/01/2016 09109000 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: Swinerton Incorporated et al Address (including ZIP Code): 2300 Clayton Road, Suite 800 Concord, CA 94520 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section II —Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf, in the performance of your ongoing operations or "your work" as included in the "products-completed operations hazard", which is the subject of the written contract or written agreement. However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to: Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services including: a. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. U-GL-1175-F CW(04/13) Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. C. The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions: The additional insured must see to it that: 1. We are notified as soon as practicable of an "occurrence" or offense that may result in a claim; 2. We receive written notice of a claim or "suit" as soon as practicable; and 3. A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. For the purposes of the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition 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, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or"suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primary and non- contributory basis. E. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. F. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section III —Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the written contract or written agreement referenced in Paragraph A. of this endorsement; or 2. Available under the applicable Limits of Insurance shown In the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms and conditions of this policy remain unchanged. U-GL-1175-F CW(04/13) Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Other Insurance Amendment — Primary And Non- Z U R1 C HContributory Policy No.Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No.Add'I. Prem Return Prem. GLO 0232247-00 02/01/2016 08/01/2017 02/01/2016 09109000 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: Swinerton Incorporated et al Address (including ZIP Code): 2300 Clayton Road, Suite 800 Concord, CA 94520 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part 1. The following paragraph is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: This insurance is primary insurance to and will not seek contribution from any other insurance available to an additional insured under this policy provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition 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, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. All other terms and conditions of this policy remain unchanged. U-GL-1327-B CW(04/13) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. POLICY NUMBER: GLO 0232247-00 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Any Person or Organization that requires You to waive your Rights of Recovery, in a written contract or agreement with the Named Insured that is executed prior to the accident or loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 Insurance Services Office, Inc., 2008 Page 1 of 1 Wolters Kluwer Financial Services I Uniform FormsTM POLICY NUMBER:AS2661066493025 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement identifies person(s)or organization(s)who are"insureds"for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. SCHEDULE Name Of Person(s)Or Organization(s): Any person or organization whom you have agreed in writing to add as an additional insured, but only to coverage and minimum limits of insurance required by the written agreement, and in no event to exceed either the scope of coverage or the limits of insurance provided in this policy. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. Each person or organization shown in the Schedule is an"insured"for Covered Autos Liability Coverage,but only to the extent that person or organization qualifies as an"insured"under the Who Is An Insured provision contained in Paragraph A.1. of Section II - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2.of Section I - Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 1013 Insurance Services Office, Inc., 2011 Page 1 of 1 SWINERTON INCORPORATED ET AL POLICY NUMBER:AS2 6610 664 93025 COMMERCIAL AUTO CA 04 44 03 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. SCHEDULE Name(s) Of Person(s) Or Organization(s); Any person or organization for whom you perform work under a written contract if the contract requires you to obtain this agreement from us, but only if the contract is executed prior to the injury or damage occurring. Information required to complete this Schedule, if not shown above. will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us Condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 44 03 -10 Insurance Services Office, Inc., 2009 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LESSOR - ADDITIONAL INSURED AND LOSS PAYEE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. SCHEDULE Insurance Company: Policy Number: AS2661066493025 I Effective Date: Expiration Date: Nam d Insured: Address: Additional Insured (Lessor); SEE ATTACHED SCHEDULE Address: Designation Or Description Of "Leased SEE ATTACHED SCHEDULE Autos": Coverages Limit Of Insurance Liability Each "Accident" J Comprehensive ;Actual Cash Value Or Cost Of Repair Whichever Is Less, Minus Deductible For Each Covered "Leased Auto" Collision Actual Cash Value Or Cost Of Repair Whichever Is Less, Minus Deductible For Fach Covered 'Leased Auto" Specified Actual Cash Value Or Cost Of Repair Whichever Is Less. Minus Causes Of Loss Deductible For Each Covered "Leased Auto" Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CA 20 01 03 06 Copyright, ISO Properties, Inc.. 2005 Page 1 of 2 A Coverage S. Loss Payable Clause 1. Any "leased auto" designated or described in 1. We will pay, as interest may appear, you and the Schedule will be considered a covered the lessor named in this endorsement for auto" you own and not a covered "auto" you loss" to a "leased auto`, hire or borrow_ 2. The insurance covers the interest of the 2. For a "leased auto" designated or described lessor unless the "foss" results from fraudu- in the Schedule, Who Is An Insured is lent acts or omissions on your part. changed to include as an "insured" the les- 3. if we make any payment to the lessor, we sor named sn the Schedule. However, the will obtain his or her rights against any other lessor is an "insured" only for "bodily injury" party. or 'property damage" resulting from the acts C. Cancellation or omissions by: 1. If we cancel the policy, we will mail notice toa. You; the lessor in accordance with the Cancella- b. Any of your "employees" or agents: or tion Common Policy Condition. c. Any person, except the lessor or any 2. If you cancel the policy, we will mail notice to employee" or agent of the lessor, the lessor. operating a "leased auto" with the 3. Cancellation ends this agreement, permission of any cf the above. 3. The coverages provided under this D. The lessor is not liable for payment of your en- dorsement apply to any "leased auto" de- Premiums. scribed in the Schedule until the expiration E. Additional Definition date shown in the Schedule, or when the As used in this endorsement: lessor or his or her agent takes possession Leased auto" means an "auto" leased or rentedofthe "leased auto", whichever occurs first. to you. including any substitute, replacement or extra "auto" needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. Policy Na: AS2661066493025 Issued By: Liberty Mutual Fire insurance Co. Effective Date: 08/01/2015 Expiration Date: 08/01/2016 Sales Office: 0395 CA 20 el 03 06 Copyright, ISO Properties, Inc., 2005 Page 2 of 2 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION TO WHOM YOU BECOME OBLIGATED TO WAIVE YOUR RIGHTS OF RECOVERY AGAINST,UNDER ANY CONTRACT OR AGREEMENT YOU ENTER INTO PRIOR TO THE OCCURENCE OF LOSS" Issued by: Liberty Mutual Fire Insurance Co For attachment to Policy No WA266D066493015 affective Date 08/01/2015 Premium$ Issued to: Swinerton Incorporated ET AL WC 00 03 13 1983 National Council on Compensation Insurance, Inc. Page 1 of 1 Ed. 4/1/1984 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT— CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description ANY PERSON OR ORGANIZATION TO WHOM YOU BECOME OBLIGATED TO WAIVE YOUR RIGHTS OF RECOVERY AGAINST,UNDER ANY CONTRACT OR AGREEMENT YOU ENTER INTO PRIOR TO THE OCCURENCE OF LOSS" Issued by Liberty Mutual Fire Insurance Co For attachment to Policy No WA266D066493015 Effective Date 08/01/2015 Premium $ Issued to Swinerton Incorporated ET AL WC 04 03 06 Page 1 of 1 Ed. 04/1984 AGENCY CUSTOMER ID: LOC#: ACORN ADDITIONAL REMARKS SCHEDULE Page of AGENCY NAMED INSURED POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: Additional Information GENERAL LIABILITY: Primary and Non-Contributory when required by written contract per form: U-GL-1327-B CW(04/13) Additional Insured when required by written contract per forms: U-GL-1175-F CW(04/13) Waiver of subrogation when required by written contract per form:CG 24 04 05 09 AUTOMOBILE LIABILITY: Additional Insured if required by written contract per form CA 20 48 10 13 Waiver of subrogation when required by written contract per form CA 04 44 03 10 Lessor-Additionallnsured and Loss Payee as required by written contract per form:CA 20010306 WORKER'S COMPENSATION: Waiver of subrogation as required by written contract per form we DO 03 13&we 04 03 06 UMBRELLA/EXCESS: Excess coverage follows primary policies,subject to policy terms,conditions and exclusions. ACORD 101 (2008/01) O 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Arthur J. Gallagher&Co. Insurance Brokers of CA., Inc. 1255 Battery Street#450 San Francisco, CA 94111 903 3 MB 1.167 1111 1111111111111111111111111111111 THE CITY OF DUBLIN ATTN: NANCY MCDONNELL 100 CIVIC PLZ C-903 DUBLIN, CA 94568-2658 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND VALI COOPER AND ASSOCIATES This Agreement is made and entered into between the City of Dublin ("City") and Vali Cooper and Associates Consultant")as of July 1, 2016(the"Effective Date"). In consideration of their mutual covenants, the parties hereto agree as follows: Section 1.SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A,the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2019, and Consultant shall complete the work described in Exhibit A as assigned by Task Order prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in conformance with standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2.COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation,the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently,the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,etc.; The beginning and ending dates of the billing period; A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects, all hours must also be logged by project assignment o A brief description of the work, and each reimbursable expense A Task Summary containing the original contract amount, the amount of prior billings, the total due this period,the balance available under the Agreement, and the percentage of completion; The total number of hours of work performed under the Agreement by Consultant and each employee, agent,and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received,for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not exceed 3,000). Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Document Reproduction Postage 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8,the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3.FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks,filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location,quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges,vehicles, and reproduction facilities. Section 4.INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure"occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s)and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore,the requirements for coverage and limits shall be(1)the minimum coverage and limits specified in this Agreement; or(2)the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured;whichever is greater. The additional insured coverage under the Consultant's policy shall be"primary and non-contributory" and will not seek contribution from City's insurance or self- insurance and shall be at least as broad as CG 20 01 04 12. In the event Consultant fails to maintain coverage as required by this Agreement, City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled, changed, or allowed to lapse without at least thirty(30)days' prior written notice to City of such cancellation, change,or lapse. 4.1 Workers'Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00) per accident. In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided,or the Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against the City and its officers,officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30)days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a.City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers,employees, agents,or volunteers. b.The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c.An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d.Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers,employees, agents, and volunteers. e.An endorsement shall state that coverage shall not be canceled except after thirty(30)days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense,shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS 1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty(30)days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a.The retroactive date of the policy must be shown and must be before the date of the Agreement. b.Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c.If coverage is canceled or not renewed and it is not replaced with another claims- made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d.A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages,scope, limits, and forms of such insurance are either not commercially available,or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. All self-insured retentions (SIR)and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City(if agreed to in a written contract or agreement) before City's own insurance or self-insurance shall be called upon to protect City as a named insured. 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited,or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies,which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or Terminate this Agreement. Section 5.INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. To the maximum extent allowed by law, Consultant shall indemnify, keep and save harmless the City, and City Councilmembers, officers, agents and employees against any and all suits, claims or actions arising out of any injury to persons or property, including death,that may occur, or that may be alleged to have occurred, in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees,subcontractors or agents. Consultant further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action, Consultant shall, at its expense, satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System PERS)to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify,defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6.STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City,state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS)as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied,to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7.LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion,color, national origin, age, physical or mental handicap or disability, medical condition, marital status,sex,or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of,or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8.TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon 30 days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9.KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records,files,or any other documents or materials, in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years, or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00),the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three(3)years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief,to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void,or unenforceable,the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a conflict of interest,"as that term is defined in the Political Reform Act,codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve(12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code§1090 et.seq.,the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code§ 1090 and, if applicable,will be disqualified from holding public office in the State of California. Principals and those performing work for City of Dublin may be required to submit a California Fair Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at http://www.fppc.ca.gov/Form700.html. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting,focus group,or interview related to this Agreement,either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the City Manager("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee, 10.10 Notices. Any written notice to Consultant shall be sent to: Vali Cooper and Associates Hank Doll, President 2000 Powell Street,Suite 550 Emeryville, CA 94608 Any written notice to City shall be sent to: The City of Dublin Attn: Gary Huisingh 100 Civic Plaza Dublin,CA 94568 10.11 Integration. This Agreement, including Exhibits A, B and C, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations,or agreements, either written or oral. IN WITNESS HEREOF,the parties have caused their authorized representatives to execute this Agreement on the 1st day of July, 2016. CITY OF D.:LIN CONSULTANT 2,43e14LstopherL. Foss, City Manager VfA66; 17 ID55 - FO Attest: vti rit Caroline Soto, City Clerk Approved as to Form: Jo :akker, City Attorney EXHIBIT A SCOPE OF SERVICES Services may include construction management of small to medium sized Capital Improvement Program projects and/or improvements associated with private land development, assistance in acquiring approvals from Caltrans' Local Assistance Division on federally-funded projects and/or other funding agencies; other tasks associated with Public Works infrastructure construction; site inspection services, and other tasks as assigned and directed by the City Engineer. EXHIBIT B COMPENSATION SCHEDULE POSITION/CLASSIFICATION HOURLY RATE PRINCIPAL 238 RESIDENT ENGINEER(ST) 160- $196 RESIDENT ENGINEER(OT) 193 -$294 CONSTRUCTION INSPECTOR(DAY ST) 159- 174 CONSTRUCTION INSPECTOR(DAY OT) 218 -256 CONSTRUCTION INSPECTOR(DAY DT) 275-341 CONSTRUCTION INSPECTOR(NIGHT ST) 174- $188 CONSTRUCTION INSPECTOR(NIGHT OT) 238 -$256 CONSTRUCTION INSPECTOR(NIGHT DT) 303- $341 OFFICE ENGINEER/DOCUMENT CONTROL 96 REIMBURSABLES AND RATE INCREASES: Rates are all-inclusive of overhead, equipment, travel within the San Francisco Metropolitan Bay Area, office supplies, etc. Reimbursable items, if any, are invoiced at cost to our Clients. Rates are good through December 31, 2017. Consultant may submit a new rate schedule which shall not exceed 3%, and shall be based on the San Francisco Bay Area Consumer Price Index CPI for that period of time and this shall be submitted to the Public Works Director, or their designee, prior to taking effect. Remit Invoice to: City of Dublin Public Works Department 100 Civic Plaza Dublin, CA 94568 Pursuant to California Labor Code section 1771.1, Consultant shall be registered with the Department of Industrial Relations. Prevailing Wage Pursuant to California Labor Code Section 1771, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in the California Labor Code must be paid to all workers engaged in performing the Work. Pursuant to California Labor Code Section 1770 and following, the Director of Industrial Relations has determined the general prevailing wage per diem rates for the locality in which the Work is to be performed. Pursuant to California Labor Code Section 1773, the City has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in the locality in which the Work is to be performed for each craft, classification or type of worker needed to perform the project. Pursuant to California Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at the City Public Works Department and will be made available on request. Throughout the performance of the Work the Contractor must comply with all provisions of the Contract Documents and all applicable laws and regulations that apply to wages earned in performance of the Work. The Contractor is subject to prevailing wage rate compliance monitoring and enforcement by the California Department of Industrial Relations. The contractor or subcontractor(s) shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to California Labor Code Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to California Labor Code Section 1725.5 at the time the contract is awarded. EXHIBIT C PUBLIC CONTRACT CODE STATEMENTS: STATEMENT 10285.1 STATEMENT 10232 EXHIBIT C Public Contract Code PRIME PROPOSER AND SUBCONSULTANTS MUST SUBMIT A SIGNED PUBLIC CONTRACT CODE STATEMENT*** Public Contract Code Section 10285.1 Statement In accordance with Public Contract Code Section 10285.1(Chapter 376,Stats. 1985),the proposer hereby declares under penalty of perjury under the laws of the State of California that the proposer has ,has not X (mark one) been convicted within the preceding three years of any offenses referred to in that section,including any charge of fraud,bribery, collusion,conspiracy,or any other act in violation of any state or Federal antitrust law in connection with the bidding upon,award of,or performance of,any public works contract,as defined in Public Contract Code Section 1101,with any public entity,as defined in Public Contract Code Section 1100, including the Regents of the University of California or the Trustees of the California State University.The term "proposer" is understood to include any partner,member,officer, director, responsible managing officer, or responsible managing employee thereof,as referred to in Section 10285.1. Note; The proposer must place a check mark after"has" or"has not" in one of the blank spaces provided. The above Statement is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement.Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. Public Contract Code Section 10162 Questionnaire In accordance with Public Contract Code Section 10162, the Proposer shall complete, under penalty of perjury, the following questionnaire: Has the proposer, any officer of the proposer, or any employee of the proposer who has a proprietary interest in the proposer, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal,state,or local government project because of a violation of law or a safety regulation? Yes No X If the answer is yes,explain the circumstances in the following space. Public Contract Code 10232 Statement In accordance with Public Contract Code Section 10232, the PROPOSER, hereby states under penalty of perjury, that no more than one final unappealable finding of contempt of court by a federal court has been issued against the PROPOSER within the immediately preceding two year period because of the PROPOSER's failure to comply with an order of a federal court which orders the PROPOSER to comply with an order of the National Labor Relations Board. Note: The above Statement and Questionnaire are part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement and Questionnaire. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. By my signature on this proposal I certify, under penalty of perjury under the laws of the State of California, that the foregoing questionnaire and statements of the Public Contract Code Sections 10162, 10232 and 10285.1 are true and correct and that the proposer has complied with the requirements of Section 8103 of the Fair Employment and Housing Commission Regulations (Chapter 5, Title 2 of the California Administrative Code.) By my signature on this proposal I further certify, under penalty of perjury under the laws of the State of California and the United States of America, that the Non-collusion Affidavit required under Title 23 United States Code,Section 112 and Public Contract Code Section 7106;and the Title 49 Code of Federal Regulations, Part 29 Debarment and Suspension Certification are true and correct. May 16, 2016 i DA IL AUTHORIZED SIGNATURE) Hank Doll, PE, President NAME AND TITLE) Vali Cooper&Associates COMPANY NAME) 2000 Powell Street,Suite 550, Emeryville, CA 94608 COMPANY ADDRESS) 1 VALICOO-01 DLAKSHMI ACORO CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 4...------- 6/17/2016 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 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 License#0757776 CONTACT NAME: Concord,CA-HUB International Insurance Services Inc. PHHONo,Ext):(925)609-6500 FAX No): (925)609-65502300ClaytonRd. Concord,CA 94520 E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Hanover Insurance Company 22292 INSURED INSURER B:Massachusetts Bay Insurance Company 22306 I Vali Cooper&Associates,Inc. INSURER C:Navigators Specialty Insurance Company 36056 2000 Powell Street,Suite 550 INSURER D:Travelers Property Casualty Company of America 25674 Emeryville,CA 94608 INSURER E:Continental Casualty Company 120443 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER) POLICY EFF POLICY EXP W LIMITSLTRINSDVDIPOLICYNUMBERMM/DD/YYYY) (MM/DD/YYYYJ A X COMMERCIAL GENERAL LIABILITY 1 EACH OCCURRENCE 1 $ 2,000,000 CLAIMS-MADE X OCCUR X ZHF8970089 06 12/30/2015 12/30/2016 DAMAGE TO HtN to ! 1,000,000PREMISES(Ea occurrence) I $ X Ded:0 MED EXP(Any one person) I $ 10,000 PERSONAL&ADV INJURY _ $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,0001 i POLICY I X JEa: X LOC PRODUCTS-COMP/OPAGG $ 4,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000Eaaccident) B X ANY AUTO X ADF8952855 06 12/30/2015 12/30/2016 BODILY INJURY(Per person) $ ALL OVNJED SCHEDULED BODILY INJURY(Per accident) $AUTOS AUTOS X X NON-OVNJED PROPERTY DAMAGE - $ HIRED AUTOS AUTOS Per accident) X Ded:0 UMBRELLA LIAB I X OCCUR EACH OCCURRENCE 1 0,000,000 C X EXCESS LIAB I CLAIMS-MADE SEI5EXC701858IC 12/30/2015 12/30/2016 AGGREGATE 10,000,000 DED i X RETENTION$ 0 WORKERS COMPENSATION X PER TUTE j EANDEMPLOYERS'LIABILITY STA RH- D ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N N/A X PJUB8464L16215 12/30/2015 12/30/2016 E.L.EACH ACCIDENT 1,000,000 OFFICER/MEMBER EXCLUDED? i Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under I DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT I $ 1,000,000 E (PROFESSIONAL LIAB AEH288342192 12/30/2015 12/30/2016 Per Claim 10,000,000 E Claims-Made;35k Ded AEH288342192 12/30/2015 12/30/2016 Aggregate 10,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:On-Call Consulting Services Agreement. City of Dublin and its officers,employees,agents and volunteers,as additional insured as respects to General Liability per attached MAN-0426 0715& MAN-0427 0715,Primary wording applies per attached 421-0452 1214 and additional insured in respects to Auto Liability per attached CA2048 0299,Primary wording applies per attached 461-0479 1212.Waiver of Subrogation applies to Workers Compensation per attached WC990376,all as required by written contract. Professional Liability Knowledge Date:12/30/2010. 1 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Dublin THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ty ACCORDANCE WITH THE POLICY PROVISIONS. Public Works Department 100 Civic Plaza Dublin,CA 94568 AUTHORIZED REPRESENTATIVE 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: ZHF6970089 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION MAN-0426 07/15 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location(s)Of Covered Operations Blanket as Required By Written Contract If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. SECTION II —WHO IS AN INSURED is amended This insurance does not apply to "bodily injury" or to include as an additional insured the person(s) or property damage"occurring after: organization(s) shown in the Schedule, but only 1. All work, including materials, parts or with respect to liability for "bodily injury", "property equipment furnished in connection with such damage" or "personal and advertising injury" work, on the project (other than service, caused, in whole or in part, by: maintenance or repairs)to be performed by or 1. Your acts or omissions;or on behalf of the additional insured(s) at the 2. The acts or omissions of those acting on your location of the covered operations has been behalf; completed; or in the performance of your ongoing operations for 2. That portion of "your work" out of which the the additional insured(s) at the location(s)injury or damage arises has been put to its designated above. intended use by any person or organization other than another contractor or subcontractor B. With respect to the insurance afforded to these engaged in performing operations for a additional insureds, the following additional principal as a part of the same project. exclusions apply: ALL OTHER TERMS, CONDITIONS,AND EXCLUSIONS REMAIN UNCHANGED. MAN-0426 07115 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 1 POLICY NUMBER: ZHF8970089 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS MAN-0427 07/15 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Location And Description Of Completed Or Organization(s): Operations Blanket as Required By Written Contract If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) SECTION II — WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage' caused, in whole or in part, by your work' at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the"products-completed operations hazard'. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. MAN-0427 07/15 Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. Page 1 of 1 POLICY NUMBER: ZHF6970069 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to SECTION IV — damage" to premises rented to the COMMERCIAL GENERAL LIABILITY CONDITIONS, Additional Insured or temporarily occupied Paragraph 4.Other Insurance: by the Additional with permission of the owner; or Additional Insured—Primary and Non-Contributory iv) If the loss arises out of the maintenance or if you agree in a written contract, written agreement or use of aircraft, "autos" or watercraft to the permit that the insurance provided to any person or extent not subject to Exclusion g. of organization included as an Additional Insured under SECTION I — COVERAGE A — BODILY SECTION II —WHO IS AN INSURED, is primary and INURY AND PROPERTY DAMAGE non-contributory,the following applies: LIABILITY. If other valid and collectible insurance is available to b) When this insurance is excess, we will have the Additional Insured for a loss we cover under no duty under Coverages A or B to defend the Coverages A or B of this Coverage Part, our insured against any "suit" if any other insurer obligations are limited as follows: has a duty to defend the insured against that 1) Primary Insurance suit". If no other insurer defends, we will This insurance is primary to other insurance that is undertake to do so, but we will be entitled to available to the Additional Insured which covers the insured's rights against all those other the insurers. Additional Insured as a Named Insured. We will c) When this insurance is excess over other not seek contribution from any other insurance Insurance, we will pay only our share of the available to the Additional Insured except:amount of the loss, if any, that exceeds the sum of: a) For the sole negligence of the Additional Insured; i) The total amount that all such other insurance would pay for the loss in the b) When the Additional Insured is an Additional absence of this insurance; and Insured under another primary liability policy; it The total of all deductible and self insuredor amounts under all that other insurance. c) When(2)below applies. We will share the remaining loss, if any, with If this insurance is primary, our obligations are not any other insurance that is not described in this affected unless any of the other insurance is also Excess Insurance provision and was not primary. Then, we will share with all that other bought specifically to apply in excess of the insurance by the method described in (3)below.Limits of Insurance shown in the Declarations 2) Excess Insurance of this Coverage Part. a) This Insurance is excess over any of the other (3) Method Of Sharing insurance, whether primary, excess, a) If all of the other insurance permits contingent or on any other basis: contribution by equal shares,we will follow this i) That is Fire, Extended Coverage, Builder's method also. Under this approach each Risk, Installation Risk or similar coverage insurer contributes equal amounts until it has for"your work"; paid its applicable limit of insurance or none of ii) That is Fire insurance for premises rented the loss remains, whichever conies first. to the Additional Insured or temporarily b) If any of the other insurance does not permit occupied by the Additional Insured with contribution by equal shares, we will contribute permission of the owner; by limits. Under this method, each insurer's Oil)That is insurance purchased by the share is based on the ratio of its applicable Additional Insured to cover the Additional limit of insurance to the total applicable limits Insured's liability as a tenant for "property of insurance of all insurers. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 421-0452 12 14 Includes copyrighted materials of Insurance Services Office,Inc.,with its permission. Page 1 of 1 POLICY NUMBER: ADF8952855 06 COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s)or organization(s)who are"insureds"under the Who Is An Insured Provision of the Coverage Form.This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement Effective Countersigned By: Named Insured:VALI COOPER&ASSOCIATES INC Authorized Representative) SCHEDULE Name of Person(s)or Organization(s): BLANKET AS REQUIRED BY WRITTEN CONTRACT. If no entry appears above,information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an"insured" for Liability Coverage,but only to the extent that person or organization qualifies as an"insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. CA 20 48 02 99 Copyright,Insurance Services Office,Inc., 1998 Page 1 of 1 POLICY NUMBER: ADF8952655 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART A. The following is added to SECTION IV — by the additional "insured" or by you, unless BUSINESS AUTO CONDITIONS, Paragraph B. that "auto" is a "trailer' connected to an "auto" General Conditions, subparagraph 5. Other owned by the additional "insured" or by you; or Insurance: 3) When the additional "insured" is also an Primary and Non-Contributory additional "insured" under another liability If you agree in a written contract, written policy. agreement or written permit that the insurance B. This endorsement will apply only if the "accident" provided to a person or organization who qualifies occurs: as an additional "insured" under SECTION 11 — 1. During the policy perod;LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is primary and non-contributory, the 2. Subsequent to the execution of the written following applies: contract or written agreement or the issuance of the written permit; and The liability coverage provided by this Coverage Part is primary to any other insurance available to 3. Prior to the expiration of the period of time that the additional "insured" as a Named Insured. We the written contract, written agreement or will not seek contribution from any other insurance written permit requires such insurance to be available to the additional "insured" except:provided to the additional "insured". 1) For the sole negligence of the additional C. Coverage provided to an additional "insured" will insured"; or not be broader than coverage provided to any other"insured" under this Coverage Part. 2) For negligence arising out of the ownership, maintenance or use of any "auto" not owned ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. Page 1 of 1 461-0479 12 12 Includes copyrighted material of ISO Insurance Services Office, Inc.,with its permission TRAVELERS WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD, CT 06183 ENDORSEMENT WC 99 03 76 ( A)— 001 POLICY NUMBER: (PJUB-8464L16-2-15) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. The additional premium for this endorsement shall be 2.00 % of the California workers' compensation pre- mium. Schedule Person or Organization Job Description ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Premium Insurance Company Countersigned by DATE OF ISSUE: 12-23-15 ST ASSIGN: Page 1 of 1 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND WALLACE, ROBERTS & TODD,-61& 1 nr-- . d THIS AGREEMENT for consulting services is made by and between the City of Dublin City") and Wallace, Roberts &Todd, IEG ("Consu t nt" of November 18, 2015. Iv L . Section 1. SERVICES. Subject to the terms an conditions set forth in this Agreement, Consultant shall provide to City the services describ d in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2018, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Wallace, Roberts & Todd, EE 1 n c. . trc Page 1 of 14 e. .. 4 r ... .. a IOW required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; The beginning and ending dates of the billing period; A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last 10%of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Wallace, Roberts &Todd,-L-68 Page 2 of 14 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the following fee schedule: 2.6 Reimbursable Expenses. Reimbursable expenses are specified in the Consultant's Proposal. Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work completed in accordance with the Standard of Performance established in 1.2 as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.10 Rate Adjustments. Consultant will be entitled to an annual rate adjustment upon each annual anniversary for this Agreement, the amount of said increase to be approved by the City. The base for computing the adjustment shall be the Consumer Price Index for Urban Wage Earners for the San Francisco-Oakland Bay Area published by the U.S. Department of Labor, Bureau of Labor Statistics Index) which is published for the year ending in December. If the Index has increased over the Index for the prior year, the rates for the following year shall be established by multiplying the rates for the current year by a fraction, the numerator of which is the Renewal Index and the denominator of which is the Index for the preceding year. In no case shall the adjusted rates be less than the initial rates set forth in Exhibit B. A sample calculation is set forth below. The Public Works Director shall calculate the adjusted rate on each anniversary date of this agreement and shall provide notice to Consultant of such new rates. SAMPLE CALCULATION: (Using 1% Index increase as an example) HOURLY RATE CHARGE 150.00/hr INDEX INCREASE (Assuming 1%) 150 x .01 = 1.50 1.50/hr 151.50/hr Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Wallace, Roberts & Todd, LEC Inc . Page 3 of 14 City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. The additional insured coverage under the Consultant's policy shall be "primary and non-contributory" and will not seek contribution from City's insurance or self-insurance and shall be at least as broad as CG 20 01 04 12. In the event Consultant fails to maintain coverage as required by this Agreement, City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled, changed, or allowed to lapse without at least thirty (30) days' prior written notice to City of such cancellation, change, or lapse. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS 1,000,000.00) per accident. In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self- insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Wallace, Roberts &Todd,tt'C t.'- • Page 4 of 14 ch__. • An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Wallace, Roberts & Todd,-L-LG-Inc . Page 5 of 14 rr r d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c.If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Wallace, Roberts & Todd,t-E6"\hC • Page 6 of 14 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coveraqe. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. All self-insured retentions SIR) and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City (if agreed to in a written contract or agreement) before City's own insurance or self- insurance shall be called upon to protect City as a named insured. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Wallace, Roberts & Todd, Et-e" Page 7 of 14 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. To the maximum extent allowed by law, Consultant shall indemnify, keep and save harmless the City, and City Councilmembers, officers, agents and employees against any and all suits, claims or actions arising out of any injury to persons or property, including death, that may occur, or that may be alleged to have occurred, in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees, subcontractors or agents. Consultant further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action, Consultant shall, at its expense, satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6. STATUS OF CONSULTANT. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Wallace, Roberts &Todd,-L66.Inc • Page 8 of 14 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Wallace, Roberts & Todd;LLC Inc . Page 9 of 14 j 41 shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty (30) days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Wallace, Roberts &Todd,i-b6 1.-+‘ • Page 10 of 14 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Wallace, Roberts & Todd, tt£' l n C • Page 11 of 14 J s. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a"conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Wallace, Roberts & Todd,ttC'tng . Page 12 of 14 s Nj paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: James K. Stickley, Principal Wallace, Roberts &Todd,I±C- ''`v • 444 Townsend Street, Suite 4 San Francisco, CA 94107 Any written notice to City shall be sent to: Gary Huisingh, Public Works Director City Of Dublin Public Works 100 Civic Plaza Dublin, CA 94568 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and including the compensation schedule attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN WALLACE, ROBERTS &TODD,ttC'\'r` ' Ja es K. St Princi•al,y i.. shni k, itsclIK5 CA ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Wallace, Roberts & Todd, tt$ '^c . Page 13 of 14 Attest: ail, Z. Caroline Soto, City Cler Approved as to Form: Joh :ak er, City Attorney ver.2015) Consulting Services Agreement between November 18, 2015 City of Dublin and Wallace, Roberts &Todd,-666 1rw s Page 14 of 14 EXHIBIT A SA,,.r PIP SCOPE OF SERVICES Landscape Design Services 1. Prepare site, landscape and irrigation plans; 2. Provide topographic site surveys for design purposes; 3. Provide property line survey to confirm existing boundaries; 4. Coordinate with Local Services to determine surface and underground utilities including identification/resolution of potential conflicts; 5. Prepare Storm Water Management Plans and include temporary and permanent BMP's to meet NPDES storm water quality requirements; 6. Review geo-technical and engineering reports; 7. Conduct community outreach and build consensus for final concept design; 8. Prepare preliminary and final design plans, specifications, details, quantity calculations and accurate estimates of costs. 9. Assist in bidding and award phase; 10. Provide construction administration services. Proiect Management Assistance In addition, the City may decide to retain on-call services as necessary to assist with project management. It is not anticipated that all Consultants will have staff available to provide these additional services, however the City would like any firm that has this capability to identify staff members that may be able to perform the following duties: 1. Assist the City in managing small to medium-sized capital projects including the preparation of staff reports, project planning and coordination with other agencies and utilities. 2. Assist the City in managing consultant work including signing, landscaping, utility undergrounding, irrigation and lighting. 3. Assist the City in managing the construction of small to medium-sized projects including advertisement of projects, response to request for information, review of bids, award of contract, project accounting, and closeout. 4. Perform Utility Research and coordination with Utility companies. 5. Perform Base Mapping of capital projects. 6. Prepare baseline project design schedule using critical path method and update schedule as necessary. 7. Prepare application for and assist the City obtain the necessary permits and approvals from appropriate agencies. 8. Perform or manage sub-consultants in the preparation of geotechnical services required on the project including pavement structural section and other required soil characteristics for design of structures. Consulting Services Agreement between November 18, 2015 City of Dublin and Wallace, Roberts & Todd, ae.--Exhibit A Page 1 of 1 hG . VV EXHIBIT B COMPENSATION SCHEDULE 2491073.1 Consulting Services Agreement between November 18, 2015 City of Dublin and Wallace, Roberts & Todd,tte.--Exhibit B Page 1 of 8 I.,c , CITY OF DUBLIN I ON CALL LANDSCAPE ARCHITECTURE SERVICES DETAILED RATE SHEETS WRT Hourly Billing Rates Principal 225.00 Professional LevelIV/Project Manager 180.00 Professional Level III 140.00 Professional Level II 115.00 Professional Level I 85.00 Intern 60.00 I I Technical/Admin Support 80.00 Notes: Rates are effective through December 31,2015 Subsequent annual increases are assumed to be within 5%. Reimbursables: Employee Car @$.575/mile or current government allowance; Rental Car,Airline Tickets,and any other transportation charges; Subsistence; Reproduction(includes all blueprints,photo copies,photography,etc.); Miscellaneous(includes postage,overnight mail,telephone,messenger,etc.); CADD equipment time;and Consultants A 10%administrative fee typically is applied to sub-consultant fees and direct expenses. Invoices are due within 30 days from the date of the invoice. Interest of 1.5%per month(18%annual)will be charged on any overdue invoices. L I WALLACE ROBERTS&TODD,LLB* 444 TOWNSEND ST. SUITE 4 SAN FRANCISCO,CA 94107 415 575 4722 WRTDESIGN.COMI. James Slip kley ASLA I CA License#4251 45 WRT I STATEMENT OF QUALIFICATIONS DETAILED RATE SHEETS CONTINUED IMF EN W NEERS,SURVEYORS'PLANNERS PROFESSIONAL PERSONNEL SERVICE FEES JANUARY 1,2015-DECEMBER 31,2015 PERSONNEL JIOURLY RATES ENGINEERING Associate 187.00 Project Manager 177.00-$183.00 Engineer IV 164.00 Engineer I,II,III 115.00-$133.00-$151.00 PLANNING Planner I,II,III 115.00-$133.00-$151.00 SURVEYING Associate 187.00 Project Manager 177.00-$183.00 Surveyor I,II,III,IV 115.00-$133.00-$151.00-$164.00 Survey Party Chief 153.00 Survey Chainman 99.00 Apprentice I,II,III,N 61.00-$81.00-$89.00-$95.00 Instrumentman 128.00 DESIGN AND DRAFTING Technician I,II,III 112.00-$118.00-$130.00 Drafter I,II,III,N 87.00-$96.00-$104.00-$114.00 Student Engineer/Surveyor 61.00 CONSTRUCTION ADMINISTRATION/QSP-QSD/INSPECTION Senior Construction Administrator 173.00 Resident Engineer 128.00 Field Engineer I,II,III 115.00-$133.00-$151.00 SERVICES AND EXPENSES Project Assistant 72.00 Clerical/Administrative Assistant 61.00 Principals'time on projects is chargeable at$215.00-$236.00 per hour. Charges for outside services,equipment,and facilities not furnished directly by BKF Engineers will be billed at cost plus 10%.Such charges may include, but shall not be limited to printing and reproduction services; shipping,delivery,and courier charges;subconsultant fees and expenses;special fees,permits,and insurance; transportation on public carriers,meals,and lodging;and consumable materials.Mileage will be charged at the prevailing IRS rate per mile. Monthly invoices are due within 30 days from invoice date.Interest will be charged at 0.833%per month on past due accounts. Expert witness/litigation rates are available upon request. 46 CITY OF DUBLIN I ON CALL LANDSCAPE ARCHITECTURE SERVICES In& HOURLY BILLING RATES FOR 2015 THROUGH 2016 Period of:January through December Discipline and/or Position Category 2015 2016 Principal Engineer 195 $205 Senior Engineer 170 $180 r°• Engineer S140 $145 Project Manager 125 $130 CAD/Designer 110 $115 Principal Estimator 174 $185 I Senior Estimator/Electrical Estimator 158 $165 Senior Estimator/Scheduler 158 $165 Estimator/Scheduler 146 $155 Administrative/Technical Support 70 $75 xpens es Fee Charee Outside Reproduction Cost plus 10% Out-of-area Travel Expenses Current Federal allowance per mile plus expenses Subcontractors and Consultants Cost plus 10% 47 WRT I STATEMENT OF QUALIFICATIONS WARE CONSULTANT FEE RATE SCHEDULE ARCHITECTURE AND ENGINEERING CONSULTING SERVICES Professional and Technical Personnel Hourly Rate Principal 190/hr Project Manager 170/hr Architect/Professional Engineer 170/hr Designer/Associate Architect/Associate Engineer 140/hr CAD Draftsperson 110/hr Administrative Assistant 75/hr Expenses All out-of-pocket expenses,such as travel,model making,printing,delivery services,mailings,long- distance telephone calls,special consultants,etc.will be billed at actual cost plus ten percent. Notes Fee Schedule effective until June 31,2016. Above rates are based upon a forty(40)hour week. Unless expressly provided for within this contract,rates on all contracts are subject to increase as of July 1,2016. Balances not paid within 30 days may be subject to a monthly interest charge of 1.5%,not to exceed an annual rate of 18.0%. Rates are for normal Architectural and Engineering services. These fees are due and payable at the time of service. WARE ASSOCIATES Architecture i O ao k lWa tCeAr S9t 4S6u0i7 te U1S0A 5 T F 55110 0. 99222 2.99868248 winwfo w®. wwaarree•aassoocciiaatteessTor; 48 CITY OF DUBLIN I ON CALL LANDSCAPE ARCHITECTURE SERVICES KP%2T STRLICT,IRA!. ENGINEERS INC HOURLY RATES SCHEDULE TITLE RATE Principal 180/hr Associate 170/hr Senior Structural Engineer 165/hr Structural Engineer 160/hr Project Engineer 150/hr Staff Engineer 135/hr Drafting 110/hr Administrative 55/hr January 2015 55 Harrison Street,Suite 550,Oakland,California 94607 T 510.208.3300 F 510.208.3303 www.kpwse.com 49 WRT I STATEMENT OF QUALIFICATIONS ENGEO TEOTECHNICAL ENVIRONMENTAL WATER RESOURCES Expect Excellence— CONSTRUCTION SERVICES PREFERRED CLIENT FEE SCHEDULE PROFESSIONAL SERVICES Effective April 2015 President 295.00 per hour Principal Engineer/Geologist 240.00 per hour Associate Engineer/Geologist 220.00 per hour Senior Engineer/Geologist 195.00 per hour Project Engineer/Geologist/Manager 175.00 per hour Environmental Scientist 170.00 per hour Staff Engineer/Geologist 155.00 per hour Assistant Engineer 130.00 per hour Construction Services Manager 155.00 per hour Senior Field Representative II 140.00 per hour*/** Senior Field Representative I 125.00 per hour*/** Field Representative 115.00 per hour*/** Environmental Technician 120.00 per hour*/** Senior Laboratory Technician 140.00 per hour Laboratory Technician 125.00 per hour CAD Specialist 125.00 per hour Network Administrator 175.00 per hour Project Assistant 110.00 per hour Two-hour minimum portal to portal.Travel time,pick-up and delivery will be billed based on normal hourly rates,portal to portal. OVERTIME RATES:Rates increased by factor of 1.5 for all hours worked in excess of eight(8)Monday through Friday,and the first eight(8)hours worked on Saturday.Rates increased by factor of 2.0 for all hours worked in excess of twelve(12)Monday through Friday, all hours worked in excess of eight(8)on Saturday and all hours worked on Sunday and holidays. For Prevailing Wage projects,increase the hourly rate by$15. Rates increased by factor of 1.25 for night shift hours(hours commencing after 4:00 p.m.or before 4:00 a.m.);rates increased by factor of 1.875(an additional factor of 1.5)for all night shift hours in excess of eight(8). ADDITIONAL SERVICES OFFERED In addition to our core services of geotechnical,hydrologic and environmental engineering,including construction-phase testing and observation,ENGEO provides clients with services for establishment and management of Geologic Hazard Abatement Districts(GHAD)and for Entitlement and Permitting Support(EPS).For more information about these services and associated pricing,please contact ENGEO at 925)866-9000. OTHER FEES Equipment and materials will be charged in addition to the above hourly rates. Outside Consultants,Subcontracted Services and Equipment Rental Cost plus 20% Deposition,Mediation,Arbitration,or Court Appearance(Minimum Charge) $2,000.00 half day,$4,000.00 full day TERMS Invoices will be submitted at completion of work or at approximately four week intervals and are due and payable upon receipt Statements will be issued at monthly intervals.Charges not paid within 30 days of invoice date will accrue a late charge at a rate of 13 percent per month. In the event it becomes necessary to commence suit to collect amount due,Client agrees to pay attorney's fees and costs,as the court may deem reasonable until amount is paid.Fees will be applicable for one year from the effective date above;thereafter,fees will be adjusted annually. Our fees will be billed using an invoice format produced by a standardized accounting software package.A more customized itemisation of charges and backup data will be provided upon Client's requests,but at additional fees.Final reports may be withheld until outstanding invoices are paid in full. Many risks potentially affect ENGEO by virtue of entering into this agreement to perform services on behalf of client.A principal risk is the potential for human error by ENGEO.For client to obtain the benefit of a fee that includes a nominal allowance for dealing with our liability, client agree to limit ENGEO's liability to Client and all other parties for claims arising out of our performance of the services described in the agreement The aggregate liability will not exceed$50,000(or ENGEO's fee,whichever is greater,but not more than$1,000,000)for professional acts,errors,or omissions,including attorney's fees and costs that may be awarded to the prevailing party and client agrees to indemnify and hold harmless ENGEO from and against all liabilities in excess of the monetary limit established above. April I.2015 v sssr c*gco corn 50 CITY OF DUBLIN I ON CALL LANDSCAPE ARCHITECTURE SERVICES RUSSELL D MITCHELL ASSOCIATES,INC. 2760 Camino Diablo Walnut Creek, California 94597 Phone(925)939-3985 Email: RM`4 Fax(925)932-5671 RMA@RMAIRRIGATION.COM Irrigation Consultant Fee Schedule: August 2015 Principals: Russell Mitchell 175.00/hour Chris Mitchell 150.00/hour Associate Designers: Jose Cruz 125.00/hour Jeff Dias 125.00/hour Design Assistants: Marcio Sanchez 95.00/hour Carlos Garcia 95.00/hour Lance Blanchard 95.00/hour Draftsperson:65.00/hour Administrative Services: 65.00/hour GPS mapping(includes 1 operator&equipment) 200.00/hour Construction Administration/Auditinq 150.00/hour IRRIGATION DESIGN•CONSULTATION•SUPERVISION•EVALUATION 51 1 WALLROB-01 NCHANDUVI ACC)R©" DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 1/11/2016 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 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: Ames&Gough PHONE FAX 8300 Greensboro Drive A/C,No,Ext):(703)827"2277 I(A/C,No):(703)827-2279 Suite 980 ADDREADDRE SS:admin @ 9 9amesou h.com McLean,VA 22102 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Hartford Fire Insurance Company A+(XV) 19682 INSURED INSURER a:Hartford Casualty Insurance Company(XV)A+ 29424 Wallace Roberts&Todd,LLC INSURER C:Sentinel Insurance Company, LTD(XV)A+ 11000 1700 Market Street,28th Floor INSURER D:Beazley Insurance Company, Inc.A(VIII) 37540 Philadelphia,PA 19103 INSURERS: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I ADDL SUBRF POLICY EFF T POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER 1(MM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE I X OCCUR 42UUNRB0752 07/18/2015 07/18/2016 oR S(Ea NTED 300,000PREMISES(Ea occurrence) ' $ X Contractual Liab. MED EXP(Any one person) $ 10,000 PERSONAL BADV INJURY ',$ 1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 JEC . POLICY X PROT ',LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1 $ 1, 000,000Eaaccident) I B ANY AUTO 42UUNRB0752 07/18/201507/18/2016 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident)I', $ HIRED AUTOS --AUTOS PROPERTY DAMAGE AUTOS AUTOS X X 1 I$ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1,000,000 B EXCESS LIAB CLAIMS-MADE 42XHURB0379 07/18/2015 07/18/2016 I AGGREGATE 1,000,000 DED X RETENTION$ 10,000''. WORKERS COMPENSATION PER 0TH- AND EMPLOYERS'LIABILITY Y/N IrX STATUTE Er-AND C !,ANY PROPRIETOR/PARTNER/EXECUTIVE 42WECG2195 07/18/2015 07/18/2016 I E.L. ACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A 1,000,000MandatoryinNH) E.L.DISEASE-EA EMPLOYEE', $ If yes,describe under 1,000,000DESCRIPTIONOFOPERATIONSbelowE.L.DISEASE-POLICY LIMIT $ D Professional Liab. IV15WA9150701 10/01/2015 10/01/2016 Per Claim/Aggregate 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Dublin and its officers,employees,agents and volunteers are included as additional insured with respects to General Liability,Auto Liability,and Umbrella Liability when required by written contract.General Liability and Auto Liability are primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and when required by written contract.Auto Liability,General Liability and Worker's Compensation policies include a waiver of subrogation in favor of the additional insureds where permissible by state law and when required by written contract.30-day Notice of Cancellation will be issued in accordance with policy terms and conditions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Dublin THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ty ACCORDANCE WITH THE POLICY PROVISIONS. 100 Civic Plaza Dublin,CA 94568 AUTHORIZED REPRESENTATIVE 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read 2) The "bodily injury" or "property damage" occurs the entire policy carefully to determine rights, duties and during the policy period; and what is and is not covered. 3) Prior to the policy period, no insured listed Throughout this policy the words "you" and "your" refer to under Paragraph 1. of Section II — Who Is An the Named Insured shown in the Declarations, and any Insured and no "employee" authorized by you to other person or organization qualifying as a Named give or receive notice of an "occurrence" or Insured under this policy. The words "we", "us" and "our" claim, knew that the "bodily injury" or "property refer to the stock insurance company member of The damage" had occurred, in whole or in part. If Hartford providing this insurance.such a listed insured or authorized "employee" The word "insured" means any person or organization knew, prior to the policy period, that the "bodily qualifying as such under Section II—Who Is An Insured. injury" or"property damage" occurred, then any Other words and phrases that appear in quotation marks continuation, change or resumption of such bodily injury" or "property damage" during orhavespecialmeaning. Refer to Section V—Definitions. after the policy period will be deemed to have SECTION I—COVERAGES been known prior to the policy period. COVERAGE A BODILY INJURY AND PROPERTY c. "Bodily injury" or"property damage"will be deemed DAMAGE LIABILITY to have been known to have occurred at the 1. Insuring Agreement earliest time when any insured listed under Paragraph 1. of Section II — Who Is An Insured or a. We will pay those sums that the insured becomes any "employee" authorized by you to give orlegallyobligatedtopayasdamagesbecauseofreceivenoticeofan "occurrence"or claim: bodily injury" or "property damage" to which this insurance applies. We will have the right and duty 1) Reports all, or any part, of the "bodily injury" or to defend the insured against any "suit" seeking property damage" to us or any other insurer; those damages. However, we will have no duty to 2) Receives a written or verbal demand or claim defend the insured against any "suit" seeking for damages because of the "bodily injury" or damages for"bodily injury" or"property damage" to property damage"; or which this insurance does not apply. We may, at 3) Becomes aware by any other means that our discretion, investigate any "occurrence" and bodily injury" or "property damage" has settle any claim or"suit"that may result. But: occurred or has begun to occur. 1) The amount we will pay for damages is limited d. Damages because of "bodily injury" include as described in Section III — Limits Of damages claimed by any person or organization forInsurance; and care, loss of services or death resulting at any time 2) Our right and duty to defend ends when we from the "bodily injury". have used up the applicable limit of insurance in e. Incidental Medical Malpractice the payment of judgments or settlements under Coverages A or B or medical expenses under 1) "Bodily injury" arising out of the rendering of or Coverage C. failure to render professional health care No other obligation or liability to pay sums or services as a physician, dentist, nurse, emergency medical technician or paramedic perform acts or services is covered unless explicitly shall be deemed to be caused by an provided for under Supplementary Payments — occurrence", but only if:Coverages A and B. b. This insurance applies to "bodily injury" and a) The physician, dentist, nurse, emergency property damage" only if: medical technician or paramedic is employed by you to provide such services; 1) The "bodily injury" or "property damage" is and caused by an "occurrence" that takes place in b) You are not engaged in the business or the "coverage territory"; occupation of providing such services. HG 00 01 06 05 Page 1 of 18 2005 The Hartford Includes copyrighted material of Insurance Services Office, Inc. with its permission.) 2) For the purpose of determining the limits of d. Workers'Compensation And Similar Laws insurance for incidental medical malpractice, Any obligation of the insured under a workers' any act or omission together with all related acts compensation, disability benefits or unemployment or omissions in the furnishing of these services compensation law or any similar law. to any one person will be considered one occurrence". e. Employer's Liability 2. Exclusions Bodily injury"to: This insurance does not apply to: 1) An "employee" of the insured arising out of and in the course of: a. Expected Or Intended Injury a) Employment by the insured; or Bodily injury" or "property damage" expected or b) Performing duties related to the conduct ofintendedfromthestandpointoftheinsured. This exclusion does not apply to "bodily injury" or the insured's business; or property damage" resulting from the use of 2) The spouse, child, parent, brother or sister of reasonable force to protect persons or property. that "employee" as a consequence of b. Contractual Liability Paragraph (1) above. Bodily injury" or "property damage" for which the This exclusion applies: insured is obligated to pay damages by reason of 1) Whether the insured may be liable as an the assumption of liability in a contract or employer or in any other capacity; and agreement. This exclusion does not apply to liability 2) To any obligation to share damages with or for damages:repay someone else who must pay damages 1) That the insured would have in the absence of because of the injury. the contract or agreement; or This exclusion does not apply to liability assumed 2) Assumed in a contract or agreement that is an by the insured under an "insured contract". insured contract", provided the "bodily injury" or f. Pollution property damage" occurs subsequent to the 1) "Bodily injury" "property damage" arising outexecutionofthecontractoragreement. Solely y ry or p p erty g g for the purposes of liability assumed in an of the actual, alleged or threatened discharge, insured contract", reasonable attorney fees and dispersal, seepage, migration, release or necessary litigation expenses incurred by or for escape of"pollutants": a party other than an insured are deemed to be a) At or from any premises, site or location damages because of"bodily injury" or"property which is or was at any time owned or damage", provided:occupied by, or rented or loaned to, any a) Liability to such party for, or for the cost of, insured. However, this subparagraph does that party's defense has also been assumed not apply to: in the same "insured contract"; and i) "Bodily injury" if sustained within a b) Such attorney fees and litigation expenses building and caused by smoke, fumes, are for defense of that party against a civil or vapor or soot produced by or originating alternative dispute resolution proceeding in from equipment that is used to heat, cool which damages to which this insurance or dehumidify the building, or equipment applies are alleged. that is used to heat water for personal use, by the building's occupants or their c. Liquor Liability guests; Bodily injury" or "property damage" for which any ii) "Bodily injury" or "property damage" for insured may be held liable by reason of:which you may be held liable, if you are a 1) Causing or contributing to the intoxication of any contractor and the owner or lessee of person; such premises, site or location has been 2) The furnishing of alcoholic beverages to a added to your policy as an additional person under the legal drinking age or under the insured with respect to your ongoing influence of alcohol; or operations performed for that additional insured at that premises, site or location 3) Any statute, ordinance or regulation relating to and such premises, site or location is not the sale, gift, distribution or use of alcoholic and never was owned or occupied by, or beverages. rented or loaned to, any insured, other This exclusion applies only if you are in the than that additional insured; or business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. Page 2of18 HG00010605 iii) "Bodily injury" or "property damage" e) At or from any premises, site or location on arising out of heat, smoke or fumes from which any insured or any contractors or a "hostile fire"; subcontractors working directly or indirectly b) At or from any premises, site or location on any insured's behalf are performing which is or was at any time used by or for operations if the operations are to test for, any insured or others for the handling, monitor, clean up, remove, contain, treat, storage, disposal, processing or treatment of detoxify or neutralize, or in any way respond waste; to, or assess the effects of, "pollutants". c) Which are or were at any time transported, 2) Any loss, cost or expense arising out of any: handled, stored, treated, disposed of, or a) Request, demand, order or statutory or processed as waste by or for:regulatory requirement that any insured or i) Any insured; or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or inii) Any person or organization for whom you any way respond to, or assess the effects of, may be legally responsible; pollutants"; or d) At or from any premises, site or location on b) Claim or suit by or on behalf of a which any insured or any contractors or governmental authority for damages subcontractors working directly or indirectly because of testing for, monitoring, cleaningonanyinsured's behalf are performing operations if the "pollutants" are brought on up, removing, containing, treating, detoxifying or neutralizing, or in any wayortothepremises, site or location in responding to, or assessing the effects of, connection with such operations by such pollutants". insured, contractor or subcontractor. However, this subparagraph does not apply However, this paragraph does not apply to to: liability for damages because of "property damage" that the insured would have in the Oi "Bodil y injury"ry or "property damage"absence of such request, demand, order or arising out of the escape of fuels, statutory or regulatory requirement, or such lubricants or other operating fluids which claim or"suit" by or on behalf of a governmental are needed to perform the normal authority. electrical, hydraulic or mechanical functions necessary for the operation of g. Aircraft,Auto Or Watercraft mobile equipment" or its parts, if such Bodily injury" or "property damage" arising out of fuels, lubricants or other operating fluids the ownership, maintenance, use or entrustment to escape from a vehicle part designed to others of any aircraft, "auto" or watercraft owned or hold, store or receive them. This operated by or rented or loaned to any insured. Use exception does not apply if the "bodily includes operation and "loading or unloading". injury" or"property damage" arises out of This exclusion applies even if the claims against the intentional discharge, dispersal or any insured allege negligence or other wrongdoing release of the fuels, lubricants or other in the supervision, hiring, employment, training or operating fluids, or if such fuels, monitoring of others by that insured, if the lubricants or other operating fluids are occurrence" which caused the "bodily injury" orbroughtonortothepremises, site or property damage" involved the ownership,location with the intent that they be maintenance, use or entrustment to others of anydischarged, dispersed or released as part aircraft, "auto" or watercraft that is owned or of the operations being performed by operated by or rented or loaned to any insured. such insured, contractor or This exclusion does not apply to:subcontractor; ii) "Bodily injury" or "property damage" 1) A watercraft while ashore on premises you own sustained within a building and caused or rent; by the release of gases, fumes or vapors 2) A watercraft you do not own that is: from materials brought into that building a) Less than 51 feet long; and in connection with operations being b) Not being used to carry persons for aperformedbyyouoronyourbehalfbya contractor or subcontractor; or charge; iii) "Bodily injury" or "property damage" 3) Parking an "auto" on, or on the ways next to, arising out of heat, smoke or fumes from premises you own or rent, provided the "auto" is a "hostile fire"; or not owned by or rented or loaned to you or the insured; HG 00 01 06 05 Page 3 of 18 4) Liability assumed under any "insured contract" working directly or indirectly on your behalf are for the ownership, maintenance or use of performing operations, if the "property damage" aircraft or watercraft; arises out of those operations; or 5) "Bodily injury" or "property damage" arising out 6) That particular part of any property that must be of the operation of any of the equipment listed in restored, repaired or replaced because "your Paragraph f.(2) or f.(3) of the definition of work"was incorrectly performed on it. mobile equipment"; or Paragraphs (1), (3) and (4) of this exclusion do not 6) An aircraft that is not owned by any insured and apply to "property damage" (other than damage by is hired, chartered or loaned with a paid crew. fire) to premises, including the contents of such However, this exception does not apply if the premises, rented to you for a period of 7 or fewer insured has any other insurance for such "bodily consecutive days. A separate limit of insurance injury" or "property damage", whether the other applies to Damage To Premises Rented To You as insurance is primary, excess, contingent or on described in Section III—Limits Of Insurance. any other basis. Paragraph (2) of this exclusion does not apply if the h. Mobile Equipment premises are "your work" and were never occupied, Bodily injury" or"property damage"arising out of:rented or held for rental by you. 1) The transportation of "mobile equipment" by an Paragraphs (3) and (4) of this exclusion do not auto" owned or operated by or rented or loaned apply to "property damage" arising from the use of to any insured; or elevators. 2) The use of "mobile equipment" in, or while in Paragraphs (3), (4), (5) and (6) of this exclusion do practice for, or while being prepared for, any not apply to liability assumed under a sidetrack prearranged racing, speed, demolition, or agreement. stunting activity. Paragraphs (3) and (4) of this exclusion do not i. War apply to "property damage" to borrowed equipment Bodily injury" or "property damage", however while not being used to perform operations at the job site. caused, arising, directly or indirectly, out of:Paragraph (6) of this exclusion does not apply to 1) War, including undeclared or civil war; property damage" included in the "products- 2) Warlike action by a military force, including completed operations hazard". action in hindering or defending against an k. Damage To Your Product actual or expected attack, by any government, sovereign or other authority using military Property damage" to "your product"arising out of it personnel or other agents; or or any part of it. 3) Insurrection, rebellion, revolution, usurped I. Damage To Your Work power, or action taken by governmental Property damage"to "your work"arising out of it or authority in hindering or defending against any any part of it and included in the "products- of these. completed operations hazard". j. Damage To Property This exclusion does not apply if the damaged work Property damage"to: or the work out of which the damage arises was performed on your behalf by a subcontractor. 1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other m. Damage To Impaired Property Or Property Not person, organization or entity, for repair, Physically Injured replacement, enhancement, restoration or Property damage" to "impaired property" or maintenance of such property for any reason, property that has not been physically injured, including prevention of injury to a person or arising out of: damage to another's property; 1) A defect, deficiency, inadequacy or dangerous 2) Premises you sell, give away or abandon, if the condition in "your product" or"your work"; or property damage" arises out of any part of 2) A delay or failure by you or anyone acting on those premises; your behalf to perform a contract or agreement 3) Property loaned to you;in accordance with its terms. 4) Personal property in the care, custody or control This exclusion does not apply to the loss of use of of the insured; other property arising out of sudden and accidental 5) That particular part of real property on which physical injury to "your product" or"your work" after you or any contractors or subcontractors it has been put to its intended use. Page 4 of 18 HG 00 01 06 05 n. Recall Of Products, Work Or Impaired kind to persons or property which would not Property have occurred in whole or in part but for the Damages claimed for any loss, cost or expense asbestos hazard"; incurred by you or others for the loss of use, b) Arise out of any request, demand, order or withdrawal, recall, inspection, repair, replacement, statutory or regulatory requirement that any adjustment, removal or disposal of: insured or others test for, monitor, clean up, 1) "Your product"; remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or2) "Your work"; or assess the effects of an "asbestos hazard"; 3) "Impaired property";or if such product, work, or property is withdrawn or c) Arise out of any claim or suit for damages recalled from the market or from use by any person because of testing for, monitoring, cleaning or organization because of a known or suspected up, removing, encapsulating, containing, defect, deficiency, inadequacy or dangerous treating, detoxifying or neutralizing or in any condition in it. way responding to or assessing the effects o. Personal And Advertising Injury of an "asbestos hazard". Bodily injury" arising out of "personal and Damage To Premises Rented To You — Exception advertising injury". For Damage By Fire, Lightning Or Explosion p. Electronic Data Exclusions c. through h. and j. through n. do not apply Damages arising out of the loss of, loss of use of, to damage by fire, lightning or explosion to premises damage to, corruption of, inability to access, or while rented to you or temporarily occupied by you with inability to manipulate electronic data. permission of the owner. A separate limit of insurance applies to this coverage as described in Section III — As used in this exclusion, electronic data means Limits Of Insurance. information, facts or programs stored as or on, COVERAGE B PERSONAL AND ADVERTISING created or used on, or transmitted to or from INJURY LIABILITY computer software, including systems and applications software, hard or floppy disks, CD- 1. Insuring Agreement ROMS, tapes, drives, cells, data processing a. We will pay those sums that the insured becomes devices or any other media which are used with legally obligated to pay as damages because of electronically controlled equipment. personal and advertising injury" to which this q. Employment-Related Practices insurance applies. We will have the right and duty to defend the insured against any "suit" seekingBodilyinjury"to: those damages. However, we will have no duty to 1) A person arising out of any "employment— defend the insured against any "suit" seeking related practices"; or damages for "personal and advertising injury" to 2) The spouse, child, parent, brother or sister of which this insurance does not apply. We may, at that person as a consequence of"bodily injury" our discretion, investigate any offense and settle to that person at whom any "employment- any claim or"suit"that may result. But: related practices" are directed. 1) The amount we will pay for damages is limited This exclusion applies: as described in Section III — Limits Of 1) Whether the insured may be liable as an Insurance; and employer or in any other capacity; and 2) Our right and duty to defend end when we have 2) To any obligation to share damages with or used up the applicable limit of insurance in the repay someone else who must pay damages payment of judgments or settlements under because of the injury. Coverages A or B or medical expenses under r. Asbestos Coverage C. No other obligation or liability to pay sums or1) "Bodily injury" or "property damage" arising out perform acts or services is covered unless explicitly of the"asbestos hazard". provided for under Supplementary Payments — 2) Any damages, judgments, settlements, loss, Coverages A and B. costs or expenses that:b. This insurance applies to "personal and advertising a) May be awarded or incurred by reason of injury" caused by an offense arising out of your any claim or suit alleging actual or business but only if the offense was committed in threatened injury or damage of any nature or the"coverage territory" during the policy period. HG 00 01 06 05 Page 5 of 18 2. Exclusions 2) Slogan, unless the slogan is also a trademark, This insurance does not apply to: trade name, service mark or other designation a. Knowing Violation Of Rights Of Another of origin or authenticity; or Personal and advertising injury" arising out of an 3) Title of any literary or artistic work. offense committed by, at the direction or with the j. Insureds In Media And Internet Type consent or acquiescence of the insured with the Businesses expectation of inflicting "personal and advertising Personal and advertising injury" committed by an injury". insured whose business is: b. Material Published With Knowledge Of Falsity 1) Advertising, broadcasting, publishing or Personal and advertising injury" arising out of oral, telecasting; written or electronic publication of material, if done 2) Designing or determining content of web sites by or at the direction of the insured with knowledge for others; or of its falsity. 3) An Internet search, access, content or service c. Material Published Prior To Policy Period provider. Personal and advertising injury" arising out of oral, However, this exclusion does not apply to written or electronic publication of material whose Paragraphs 17.a., b. and c. of "personal and first publication took place before the beginning of advertising injury" under the Definitions Section. the policy period. For the purposes of this exclusion, placing an d. Criminal Acts advertisement"for or linking to others on your web Personal and advertising injury" arising out of a site, by itself, is not considered the business of criminal act committed by or at the direction of the advertising, broadcasting, publishing or telecasting. insured. k. Electronic Chatrooms Or Bulletin Boards e. Contractual Liability Personal and advertising injury" arising out of an Personal and advertising injury" for which the electronic chatroom or bulletin board the insured insured has assumed liability in a contract or hosts, owns, or over which the insured exercises agreement. This exclusion does not apply to liability control. for damages that the insured would have in the I. Unauthorized Use Of Another's Name Or absence of the contract or agreement. Product f. Breach Of Contract Personal and advertising injury" arising out of the Personal and advertising injury" arising out of a unauthorized use of another's name or product in breach of contract, except an implied contract to use your e-mail address, domain name or metatags, or another's"advertising idea"in your"advertisement". any other similar tactics to mislead another's g. Quality Or Performance Of Goods — Failure To potential customers. Conform To Statements m. Pollution Personal and advertising injury" arising out of the Personal and advertising injury" arising out of the failure of goods, products or services to conform actual, alleged or threatened discharge, dispersal, with any statement of quality or performance made seepage, migration, release or escape of in your"advertisement". pollutants"at any time. h. Wrong Description Of Prices n. Pollution-Related Personal and advertising injury" arising out of the Any loss, cost or expense arising out of any: wrong description of the price of goods, products or 1) Request, demand, order or statutory or services. regulatory requirement that any insured or i. Infringement Of Intellectual Property Rights others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in anyPersonalandadvertisinginjury" arising out of any way respond to, or assess the effects of, violation of any intellectual property rights such as pollutants"; or copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin 2) Claim or suit by or on behalf of a governmental or authenticity. authority for damages because of testing for, However, this exclusion does not apply to monitoring, cleaning up, removing, containing, infringement, in your"advertisement", of: treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, 1) Copyright; pollutants". Page 6 of 18 HG 00 01 06 05 o. War 2) The spouse, child, parent, brother or sister of Personal and advertising injury", however caused, that person as a consequence of "personal and arising, directly or indirectly, out of: advertising injury" to that person at whom any 1) War, including undeclared or civil war; employment-related practices" are directed. 2) Warlike action by a military force, including This exclusion applies: action in hindering or defending against an 1) Whether the insured may be liable as an actual or expected attack, by any government, employer or in any other capacity; and sovereign or other authority using military 2) To any obligation to share damages with or personnel or other agents; or repay someone else who must pay damages 3) Insurrection, rebellion, revolution, usurped power, because of the injury. or action taken by governmental authority in v. Asbestos hindering or defending against any of these. 1) "Personal and advertising injury" arising out of p. Internet Advertisements And Content Of Others the"asbestos hazard". Personal and advertising injury" arising out of: 2) Any damages, judgments, settlements, loss, 1) An "advertisement"for others on your web site; costs or expenses that: 2) Placing a link to a web site of others on your a) May be awarded or incurred by reason of web site; any claim or suit alleging actual or 3) Content, including information, sounds, text, threatened injury or damage of any nature or graphics, or images from a web site of others kind to persons or property which would not have occurred in whole or in part but for the displayed within a frame or border on your web asbestos hazard"; site; or b) Arise out of any request, demand, order or4) Computer code, software or programming used statutory or regulatory requirement that anytoenable: insured or others test for, monitor, clean up, a) Your web site; or remove, encapsulate, contain, treat, detoxify b) The presentation or functionality of an or neutralize or in any way respond to or advertisement" or other content on your assess the effects of an "asbestos hazard"; web site. or q. Right Of Privacy Created By Statute c) Arise out of any claim or suit for damages Personal and advertising injury" arising out of the because of testing for, monitoring, cleaning violation of a person's right of privacy created by up, removing, encapsulating, containing, any state or federal act.treating, detoxifying or neutralizing or in any way responding to or assessing the effects However, this exclusion does not apply to liability of an "asbestos hazard". for damages that the insured would have in the COVERAGE C MEDICAL PAYMENTS absence of such state or federal act. r. Violation Of Anti-Trust law 1. Insuring Agreement Personal We will pay medical expenses as described belowPersonalandadvertisinginjury" arising out of a for"bodily injury"caused by an accident:violation of any anti-trust law. s. Securities 1) On premises you own or rent; Personal and advertising injury" arising out of the 2) On ways next to premises you own or rent; or fluctuation in price or value of any stocks, bonds or 3) Because of your operations; other securities. provided that: t. Discrimination Or Humiliation 1) The accident takes place in the "coverage Personal and advertising injury" arising out of territory" and during the policy period; discrimination or humiliation committed by or at the 2) The expenses are incurred and reported to us direction of any "executive officer", director, within three years of the date of the accident; stockholder, partner or member of the insured.and u. Employment-Related Practices 3) The injured person submits to examination, at Personal and advertising injury"to: our expense, by physicians of our choice as 1) A person arising out of any "employment— often as we reasonably require. related practices"; or HG 00 01 06 05 Page 7 of 18 b. We will make these payments regardless of fault. e. All costs taxed against the insured in the "suit". These payments will not exceed the applicable limit f. Prejudgment interest awarded against the insured of insurance.We will pay reasonable expenses for: on that part of the judgment we pay. If we make an 1) First aid administered at the time of an accident; offer to pay the applicable limit of insurance, we will 2) Necessary medical, surgical, x-ray and dental not pay any prejudgment interest based on that services, including prosthetic devices; and period of time after the offer. 3) Necessary ambulance, hospital, professional g. All interest on the full amount of any judgment that nursing and funeral services. accrues after entry of the judgment and before we 2. Exclusions have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable We will not pay expenses for"bodily injury": limit of insurance. a. Any Insured These payments will not reduce the limits of insurance. To any insured, except"volunteer workers".2. If we defend an insured against a "suit" and an b. Hired Person indemnitee of the insured is also named as a party to To a person hired to do work for or on behalf of any the "suit", we will defend that indemnitee if all of the following conditions are met:insured or a tenant of any insured. c. Injury On Normally Occupied Premises a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of To a person injured on that part of premises you the indemnitee in a contract or agreement that is an own or rent that the person normally occupies. insured contract"; d. Workers Compensation And Similar Laws b. This insurance applies to such liability assumed by To a person, whether or not an "employee" of any the insured; insured, if benefits for the "bodily injury" are payable c. The obligation to defend, or the cost of the defense or must be provided under a workers' compensation of, that indemnitee, has also been assumed by the or disability benefits law or a similar law. insured in the same "insured contract"; e. Athletics Activities d. The allegations in the "suit" and the information we To a person injured while practicing, instructing or know about the "occurrence" are such that no participating in any physical exercises or games, conflict appears to exist between the interests of sports,or athletic contests. the insured and the interests of the indemnitee; f. Products-Completed Operations Hazard e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee againstIncludedwithinthe "products completed operations such "suit" and agree that we can assign the same hazard". counsel to defend the insured and the indemnitee; g. Coverage A Exclusions and Excluded under Coverage A. f. The indemnitee: SUPPLEMENTARY PAYMENTS — COVERAGES 1) Agrees in writing to: A AND B a) Cooperate with us in the investigation, 1. We will pay, with respect to any claim we investigate or settlement or defense of the "suit"; settle, or any"suit" against an insured we defend:b) Immediately send us copies of any a. All expenses we incur. demands, notices, summonses or legal b. Up to $1,000 for cost of bail bonds required papers received in connection with the "suit"; because of accidents or traffic law violations arising c) Notify any other insurer whose coverage is out of the use of any vehicle to which the Bodily available to the indemnitee; and Injury Liability Coverage applies. We do not have d) Cooperate with us with respect to to furnish these bonds. appeal bonds or bonds to release coordinating other applicable insurance c. The cost of a PP available to the indemnitee; and attachments, but only for bond amounts within the 2) Provides us with written authorization to: applicable limit of insurance. We do not have to furnish these bonds. a) Obtain records and other information related d. All reasonable expenses incurred by the insured at to the "suit"; and our request to assist us in the investigation or b) Conduct and control the defense of the defense of the claim or "suit", including actual loss indemnitee in such"suit". of earnings up to $500 a day because of time off So long as the above conditions are met, attorneys' from work. fees incurred by us in the defense of that indemnitee, Page 8 of 18 HG 00 01 06 05 a: l A necessary litigation expenses incurred by us and However, none of these "employees" or "volunteer necessary litigation expenses incurred by the workers"are insureds for: indemnitee at our request will be paid as 1) "Bodily injury" or "personal and advertising Supplementary Payments. Notwithstanding the injury": provisions of Paragraph 2.b.(2) of Section I — Coverage A — Bodily Injury And Property Damage a) To you, to your partners or members (if you Liability, such payments will not be deemed to be are a partnership or joint venture), to your damages for"bodily injury" and "property damage" and members (if you are a limited liability will not reduce the limits of insurance. company), to a co-"employee" while in the course of his or her employment or Our obligation to defend an insured's indemnitee and performing duties related to the conduct of to pay for attorneys' fees and necessary litigation your business, or to your other "volunteer expenses as Supplementary Payments ends when: workers" while performing duties related to a. We have used up the applicable limit of insurance the conduct of your business; in the payment of judgments or settlements; or b) To the spouse, child, parent, brother or sister b. The conditions set forth above, or the terms of the of that co-"employee" or that "volunteer agreement described in Paragraph f. above, are no worker" as a consequence of Paragraph longer met. 1)(a)above; SECTION II—WHO IS AN INSURED c) For which there is any obligation to share 1. If you are designated in the Declarations as: damages with or repay someone else who must pay damages because of the injury a. An individual, you and your spouse are insureds, described in Paragraphs (1)(a) or(b) above; but only with respect to the conduct of a business or of which you are the sole owner. d) Arising out of his or her providing or failing tob. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses provide professional health care services. are also insureds, but only with respect to the If you are not in the business of providing conduct of your business. professional health care services, Paragraph(d) does not apply to any nurse, emergency c. A limited liability company, you are an insured. medical technician or paramedic employed byYourmembersarealsoinsureds, but only with you to provide such services. respect to the conduct of your business. Your 2) "Property damage"to property:managers are insureds, but only with respect to their duties as your managers. a) Owned, occupied or used by, d. An organization other than a partnership, joint b) Rented to, in the care, custody or control of, venture or limited liability company, you are an or over which physical control is being insured. Your "executive officers" and directors are exercised for any purpose by insureds, but only with respect to their duties as you, any of your "employees", "volunteer your officers or directors. Your stockholders are workers", any partner or member (if you are a also insureds, but only with respect to their liability partnership or joint venture), or any member (if as stockholders. you are a limited liability company). e. A trust, you are an insured. Your trustees are also b. Real Estate Manager insureds, but only with respect to their duties as trustees. Any person (other than your "employee" or volunteer worker"), or any organization while2. Each of the following is also an insured:acting as your real estate manager. a. Employees and Volunteer workers c. Temporary Custodians of Your Property Your "volunteer workers" only while performing Any person or organization having proper duties related to the conduct of your business, or temporary custody of your property if you die, but your"employees", other than either your"executive only: officers" (if you are an organization other than a partnership, joint venture or limited liability 1) With respect to liability arising out of the company) or your managers (if you are a limited maintenance or use of that property; and liability company), but only for acts within the scope 2) Until your legal representative has been of their employment by you or while performing appointed. duties related to the conduct of your business. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will HG 00 01 06 05 Page 9 of 18 have all your rights and duties under this Coverage 5. Nonowned Watercraft Part. With respect to watercraft you do not own that is less e. Unnamed Subsidiary than 51 feet long and is not being used to carry Any subsidiary, and subsidiary thereof, of yours persons for a charge, any person is an insured while which is a legally incorporated entity of which you operating such watercraft with your permission. Any own a financial interest of more than 50% of the other person or organization responsible for the voting stock on the effective date of the Coverage conduct of such person is also an insured, but only Part. with respect to liability arising out of the operation of the watercraft, and only if no other insurance of anyTheinsuranceaffordedhereinforanysubsidiarykindisavailabletothatpersonororganizationforthis not named in this Coverage Part as a named liability. insured does not apply to injury or damage with respect to which an insured under this Coverage However, no person or organization is an insured with Part is also an insured under another policy or respect to: would be an insured under such policy but for its a. "Bodily injury" to a co-"employee" of the person termination or the exhaustion of its limits of operating the watercraft; or insurance. b. "Property damage"to property owned by, rented to, 3. Newly Acquired or Formed Organization in the charge of or occupied by you or the employer Any organization you newly acquire or form, other than of any person who is an insured under this a partnership, joint venture or limited liability company, provision. and over which you maintain financial interest of more 6. Additional Insureds When Required By Written than 50% of the voting stock, will qualify as a Named Contract,Written Agreement Or Permit Insured if there is no other similar insurance available The following person(s) or organization(s) are an to that organization. However:additional insured when you have agreed, in a written a. Coverage under this provision is afforded only until contract, written agreement or because of a permit the 180th day after you acquire or form the issued by a state or political subdivision, that such organization or the end of the policy period, person or organization be added as an additional whichever is earlier;insured on your policy, provided the injury or damage b. Coverage A does not apply to "bodily injury" or occurs subsequent to the execution of the contract or property damage" that occurred before you agreement. acquired or formed the organization; and A person or organization is an additional insured under c. Coverage B does not apply to "personal and this provision only for that period of time required by advertising injury" arising out of an offense the contract or agreement. committed before you acquired or formed the However, no such person or organization is an insured organization.under this provision if such person or organization is 4. Mobile Equipment included as an insured by an endorsement issued by With respect to "mobile equipment" registered in your us and made a part of this Coverage Part. name under any motor vehicle registration law, any a. Vendors person is an insured while driving such equipment Any person(s) or organization(s) (referred to below along a public highway with your permission. Any other as vendor), but only with respect to "bodily injury" person or organization responsible for the conduct of or"property damage" arising out of "your products" such person is also an insured, but only with respect to which are distributed or sold in the regular course liability arising out of the operation of the equipment, of the vendor's business and only if this Coverage and only if no other insurance of any kind is available Part provides coverage for "bodily injury" or to that person or organization for this liability. However, property damage" included within the "products- no person or organization is an insured with respect to: completed operations hazard". a. "Bodily injury" to a co-"employee" of the person 1) The insurance afforded the vendor is subject to driving the equipment; or the following additional exclusions: b. "Property damage" to property owned by, rented to, This insurance does not apply to: in the charge of or occupied by you or the employer a) "Bodily injury" or "property damage" for of any person who is an insured under this which the vendor is obligated to pay provision.damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; Page 10 of 18 HG 00 01 06 05 b) Any express warranty unauthorized by you; c. Lessors of Land or Premises c) Any physical or chemical change in the Any person or organization from whom you lease product made intentionally by the vendor; land or premises, but only with respect to liability d) Repackaging, except when unpacked solely arising out of the ownership, maintenance or use of for the purpose of inspection, demonstration, that part of the land or premises leased to you. testing, or the substitution of parts under With respect to the insurance afforded these instructions from the manufacturer, and then additional insureds the following additional repackaged in the original container;exclusions apply: e) Any failure to make such inspections, This insurance does not apply to: adjustments, tests or servicing as the vendor 1. Any "occurrence" which takes place after you has agreed to make or normally undertakes cease to lease that land; or to make in the usual course of business, in 2. Structural alterations, new construction orconnectionwiththedistributionorsaleofthe products; demolition operations performed by or on behalf f) Demonstration, installation, servicing or of such person or organization. repair operations, except such operations d. Architects, Engineers or Surveyors performed at the vendor's premises in Any architect, engineer, or surveyor, but only with connection with the sale of the product; respect to liability for "bodily injury", "property g) Products which, after distribution or sale by damage" or "personal and advertising injury" you, have been labeled or relabeled or used caused, in whole or in part, by your acts or as a container, part or ingredient of any omissions or the acts or omissions of those acting other thing or substance by or for the on your behalf: vendor; or 1) In connection with your premises; or h) "Bodily injury" or "property damage" arising 2) In the performance of your ongoing operations out of the sole negligence of the vendor for performed by you or on your behalf. its own acts or omissions or those of its With respect to the insurance afforded these employees or anyone else acting on its additional insureds, the following additional behalf. However, this exclusion does not exclusion applies: apply to: This insurance does not apply to "bodily injury", I)The exceptions contained in Sub- property damage" or "personal and advertising paragraphs (d) or(f); or injury" arising out of the rendering of or the failure ii) Such inspections, adjustments, tests or to render any professional services by or for you, servicing as the vendor has agreed to including: make or normally undertakes to make in 1. The preparing, approving, or failing to prepare the usual course of business, in or approve, maps, shop drawings, opinions, connection with the distribution or sale of reports, surveys, field orders, change orders or the products. drawings and specifications; or 2) This insurance does not apply to any insured 2. Supervisory, inspection, architectural or person or organization, from whom you have engineering activities. acquired such products, or any ingredient, part e. Permits Issued By State Or Political or container, entering into, accompanying or containing such products. Subdivisions b. Lessors of Equipment Any state or political subdivision, but only with respect to operations performed by you or on your 1) Any person or organization from whom you behalf for which the state or political subdivision lease equipment; but only with respect to their has issued a permit. liability for "bodily injury", "property damage" or With respect to the insurance afforded these personal and advertising injury" caused, in additional insureds, this insurance does not applywholeorinpart, by your maintenance, operation or use of equipment leased to you by such to: person or organization. 1) "Bodily injury", "property damage" or "personal 2) With respect to the insurance afforded to these and advertising injury" arising out of operations additional insureds this insurance does not performed for the state or municipality; or apply to any "occurrence" which takes place 2) "Bodily injury" or "property damage" included after the equipment lease expires. within the "products-completed operations hazard". HG 00 01 06 05 Page 11 of 18 f. Any Other Party c. Persons or organizations making claims or bringing Any other person or organization who is not an suits". insured under Paragraphs a. through e. above, but 2. General Aggregate Limit only with respect to liability for "bodily injury", The General Aggregate Limit is the most we will pay property damage" or "personal and advertising for the sum of: injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting a. Medical expenses under Coverage C; on your behalf: b. Damages under Coverage A, except damages 1) In the performance of your ongoing operations; because of "bodily injury" or "property damage" included in the "products-completed operations 2) In connection with your premises owned by or hazard"; and rented to you; or c. Damages under Coverage B. 3) In connection with "your work" and included within the "products completed operations 3. Products-Completed Operations Aggregate Limit hazard", but only if The Products-Completed Operations Aggregate Limit a) The written contract or agreement requires is the most we will pay under Coverage A for damages you to provide such coverage to such because of "bodily injury" and "property damage" additional insured; and included in the "products-completed operations hazard". b) This Coverage Part provides coverage for bodily injury" or"property damage" included 4. Personal and Advertising Injury Limit within the "products-completed operations Subject to 2. above, the Personal and Advertising hazard". Injury Limit is the most we will pay under Coverage B With respect to the insurance afforded to these for the sum of all damages because of all "personal additional insureds, this insurance does not apply and advertising injury" sustained by any one person or to: organization. Bodily injury", "property damage" or"personal and 5. Each Occurrence Limit advertising injury" arising out of the rendering of, or Subject to 2. or 3. above, whichever applies, the Each the failure to render, any professional architectural, Occurrence Limit is the most we will pay for the sum engineering or surveying services, including: of: 1) The preparing, approving, or failing to prepare a. Damages under Coverage A; and or approve, maps, shop drawings, opinions, b. Medical expenses under Coverage C reports, surveys, field orders, change orders or drawings and specifications; or because of all "bodily injury" and "property damage" arising out of any one"occurrence". 2) Supervisory, inspection, architectural or engineering activities. 6. Damage To Premises Rented To You Limit Subject to 5. above, the Damage To Premises Rented The limits of insurance that apply to additional insureds To You Limit is the most we will pay under Coverage A under this provision is described in Section III — Limits for damages because of"property damage"to any one Of Insurance. premises, while rented to you, or in the case of How this insurance applies when other insurance is damage by fire, lightning or explosion, while rented to available to the additional insured is described in the you or temporarily occupied by you with permission of Other Insurance Condition in Section IV— Commercial the owner. General Liability Conditions. In the case of damage by fire, lightning or explosion, No person or organization is an insured with respect to the the Damage to Premises Rented To You Limit applies conduct of any current or past partnership,joint venture or to all damage proximately caused by the same event, limited liability company that is not shown as a Named whether such damage results from fire, lightning or Insured in the Declarations. explosion or any combination of these. SECTION III—LIMITS OF INSURANCE 7. Medical Expense Limit 1. The Most We will Pay Subject to 5. above, the Medical Expense Limit is the The Limits of Insurance shown in the Declarations and most we will pay under Coverage C for all medical the rules below fix the most we will pay regardless of expenses because of "bodily injury" sustained by any the number of: one person. a. Insureds;8. How Limits Apply To Additional Insureds b. Claims made or"suits" brought; or If you have agreed in a written contract or written agreement that another person or organization be Page 12 of 18 HG 00 01 06 05 added as an additional insured on your policy, the 3) Cooperate with us in the investigation or most we will pay on behalf of such additional insured is settlement of the claim or defense against the the lesser of: suit"; and a. The limits of insurance specified in the written 4) Assist us, upon our request, in the enforcement of contract or written agreement; or any right against any person or organization which b. The Limits of Insurance shown in the Declarations. may be liable to the insured because of injury or Such amount shall be a part of and not in addition to damage to which this insurance may also apply. Limits of Insurance shown in the Declarations and d. Obligations At The Insureds Own Cost described in this Section. No insured will, except at that insured's own cost, The Limits of Insurance of this Coverage Part apply voluntarily make a payment, assume any separately to each consecutive annual period and to any obligation, or incur any expense, other than for first remaining period of less than 12 months, starting with the aid, without our consent. beginning of the policy period shown in the Declarations, e. Additional Insureds Other Insurance unless the policy period is extended after issuance for an If we cover a claim or "suit" under this Coverage additional period of less than 12 months. In that case, the Part that may also be covered by other insurance additional period will be deemed part of the last preceding available to an additional insured, such additional period for purposes of determining the Limits of Insurance. insured must submit such claim or "suit" to the SECTION IV — COMMERCIAL GENERAL LIABILITY other insurer for defense and indemnity. CONDITIONS However, this provision does not apply to the 1. Bankruptcy extent that you have agreed in a written contract or Bankruptcy or insolvency of the insured or of the written agreement that this insurance is primary insured's estate will not relieve us of our obligations and non-contributory with the additional insured's under this Coverage Part. own insurance. 2. Duties In The Event Of Occurrence, Offense, Claim f. Knowledge Of An Occurrence, Offense, Claim Or Suit Or Suit a. Notice Of Occurrence Or Offense Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence",You or any additional insured must see to it that we offense, claim or"suit"is known to: are notified as soon as practicable of an occurrence" or an offense which may result in a 1) You or any additional insured that is an claim. To the extent possible, notice should include: individual; 1) How, when and where the "occurrence" or 2) Any partner, if you or an additional insured is a offense took place; partnership; 2) The names and addresses of any injured 3) Any manager, if you or an additional insured is a persons and witnesses; and limited liability company; 3) The nature and location of any injury or damage 4) Any "executive officer" or insurance manager, if arising out of the"occurrence" or offense. you or an additional insured is a corporation; b. Notice Of Claim 5) Any trustee, if you or an additional insured is a If a claim is made or "suit" is brought against any trust; or insured, you or any additional insured must: 6) Any elected or appointed official, if you or an 1) Immediately record the specifics of the claim or additional insured is a political subdivision or public entity.suit" and the date received; and This duty applies separately to you and any additional2) Notify us as soon as practicable. insured. You or any additional insured must see to it that we 3. Legal Action Against Us receive written notice of the claim or "suit" as soon g g as practicable. No person or organization has a right under this c. Assistance And Cooperation Of The Insured Coverage Part: a. To join us as a party or otherwise bring us into aYouandanyotherinvolvedinsuredmust: suit" asking for damages from an insured; or 1) Immediately send us copies of any demands, b. To sue us on this Coverage Part unless all of its notices, summonses or legal papers received in terms have been fully complied with.connection with the claim or"suit"; 2) Authorize us to obtain records and other A person or organization may sue us to recover on an agreed settlement or on a final judgment against an information; insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or HG 00 01 06 05 Page 13 of 18 that are in excess of the applicable limit of insurance. 7) When You Add Others As An Additional An agreed settlement means a settlement and release Insured To This Insurance of liability signed by us, the insured and the claimant or Any other insurance available to an additional the claimant's legal representative. insured. 4. Other Insurance However, the following provisions apply to other If other valid and collectible insurance is available to insurance available to any person or the insured for a loss we cover under Coverages A or organization who is an additional insured under B of this Coverage Part, our obligations are limited as this coverage part. follows: a) Primary Insurance When Required By a. Primary Insurance Contract This insurance is primary except when b. below This insurance is primary if you have agreed applies. If other insurance is also primary, we will in a written contract or written agreement share with all that other insurance by the method that this insurance be primary. If other described in c. below. insurance is also primary, we will share with b. Excess Insurance all that other insurance by the method described in c. below. This insurance is excess over any of the other insurance, whether primary, excess, contingent or b) Primary And Non-Contributory To Other on any other basis: Insurance When Required By Contract 1) Your Work If you have agreed in a written contract, written agreement, or permit that this That is Fire, Extended Coverage, Builder's Risk, insurance is primary and non-contributory Installation Risk or similar coverage for "your with the additional insured's own insurance, work";this insurance is primary and we will not 2) Premises Rented To You seek contribution from that other insurance. That is fire, lightning or explosion insurance for Paragraphs (a) and (b) do not apply to other premises rented to you or temporarily occupied insurance to which the additional insured has by you with permission of the owner;been added as an additional insured. 3) Tenant Liability When this insurance is excess, we will have no That is insurance purchased by you to cover duty under Coverages A or B to defend the insured your liability as a tenant for "property damage" against any "suit" if any other insurer has a duty to to premises rented to you or temporarily defend the insured against that "suit". If no other occupied by you with permission of the owner;insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all 4) Aircraft,Auto Or Watercraft those other insurers. If the loss arises out of the maintenance or use When this insurance is excess over other of aircraft, "autos" or watercraft to the extent not insurance, we will pay only our share of the amount subject to Exclusion g. of Section I — Coverage of the loss, if any, that exceeds the sum of: A— Bodily Injury And Property Damage Liability; 1) The total amount that all such other insurance 5) Property Damage to Borrowed Equipment Or would pay for the loss in the absence of this Use Of Elevators insurance; and If the loss arises out of "property damage" to 2) The total of all deductible and self-insured borrowed equipment or the use of elevators to amounts under all that other insurance. the extent not subject to Exclusion j. of Section Coverage A - Bodily Injury And Property We will share the remaining loss, if any, with any Damage Liability; other insurance that is not described in this Excess 6) When You Are Added As An Additional Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown Insured To Other Insurance in the Declarations of this Coverage Part. Any other insurance available to you covering c. Method Of Sharing liability for damages arising out of the premises or operations, or products and completed If all of the other insurance permits contribution by operations, for which you have been added as equal shares, we will follow this method also. Under an additional insured by that insurance; or 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. Page 14 of 18 HG 00 01 06 05 If any of the other insurance does not permit insured will bring "suit" or transfer those rights to us contribution by equal shares, we will contribute by and help us enforce them. limits. Under this method, each insurer's share is b. Waiver Of Rights Of Recovery (Waiver Of based on the ratio of its applicable limit of Subrogation) insurance to the total applicable limits of insurance of all insurers. If the insured has waived any rights of recovery 5. Premium Audit against any person or organization for all or part of any payment, including Supplementary Payments, a. We will compute all premiums for this Coverage we have made under this Coverage Part, we also Part in accordance with our rules and rates.waive that right, provided the insured waived their b. Premium shown in this Coverage Part as advance rights of recovery against such person or premium is a deposit premium only. At the close of organization in a contract, agreement or permit that each audit period we will compute the earned was executed prior to the injury or damage. premium for that period and send notice to the first 9. When We Do Not Renew Named Insured. The due date for audit and If we decide not to renew this Coverage Part, we will retrospective premiums is the date shown as the mail or deliver to the first Named Insured shown in the due date on the bill. If the sum of the advance and Declarations written notice of the nonrenewal not less audit premiums paid for the policy period is greater than 30 days before the expiration date. than the earned premium, we will return the excess to the first Named Insured.If notice is mailed, proof of mailing will be sufficient proof of notice. c. The first Named Insured must keep records of the SECTION V—DEFINITIONSinformationweneedforpremiumcomputation, and send us copies at such times as we may request. 1. "Advertisement" means the widespread public 6. Representations dissemination of information or images that has the a. When You Accept This Policy purpose of inducing the sale of goods, products or services through: By accepting this policy, you agree: a. (1) Radio; 1) The statements in the Declarations are accurate 2) Television; and complete; 2) Those statements are based upon 3) Billboard; representations you made to us; and 4) Magazine; 3) We have issued this policy in reliance upon your 5) Newspaper; or representations.b. Any other publication that is given widespread b. Unintentional Failure To Disclose Hazards public distribution. If unintentionally you should fail to disclose all However, "advertisement"does not include: hazards relating to the conduct of your business a. The design, printed material, information or images that exist at the inception date of this Coverage contained in, on or upon the packaging or labeling Part, we shall not deny coverage under this of any goods or products; or Coverage Part because of such failure. b. An interactive conversation between or among 7. Separation Of Insureds persons through a computer network. Except with respect to the Limits of Insurance, and any 2. "Advertising idea" means any idea for an rights or duties specifically assigned in this Coverage advertisement". Part to the first Named Insured, this insurance applies: 3. "Asbestos hazard" means an exposure or threat of a. As if each Named Insured were the only Named exposure to the actual or alleged properties of Insured; and asbestos and includes the mere presence of asbestos b. Separately to each insured against whom claim is in any form. made or"suit"is brought. 4. "Auto" means a land motor vehicle, trailer or semitrailer 8. Transfer Of Rights Of Recovery Against Others To designed for travel on public roads, including any Us attached machinery or equipment. But "auto" does not include"mobile equipment". a. Transfer of Rights Of Recovery 5. "Bodily injury" means physical: If the insured has rights to recover all or part of any payment, including Supplementary Payments, we a. Injury; have made under this Coverage Part, those rights b. Sickness; or are transferred to us. The insured must do nothing c. Disease after loss to impair them. At our request, the sustained by a person and, if arising out of the above, mental anguish or death at any time. HG 00 01 06 05 Page 15 of 18 6. "Coverage territory" means: rented to you or temporarily occupied by you with a. The United States of America (including its territories permission of the owner is subject to the Damage and possessions), Puerto Rico and Canada; to Premises Rented To You Limit described in b. International waters or airspace, but only if the Section III—Limits of Insurance; injury or damage occurs in the course of travel or b. A sidetrack agreement; transportation between any places included in a. c. Any easement or license agreement, including an above; or easement or license agreement in connection with c. All other parts of the world if the injury or damage construction or demolition operations on or within arises out of: 50 feet of a railroad; 1) Goods or products made or sold by you in the d. An obligation, as required by ordinance, to territory described in a. above; indemnify a municipality, except in connection with 2) The activities of a person whose home is in the work for a municipality; territory described in a. above, but is away for a e. An elevator maintenance agreement; short time on your business; or f. That part of any other contract or agreement 3) "Personal and advertising injury" offenses that pertaining to your business (including an take place through the Internet or similar indemnification of a municipality in connection with electronic means of communication work performed for a municipality) under which you assume the tort liability of another party to pay for provided the insured's responsibility to pay damages is bodily injury" or "property damage" to a third determined in the United States of America (including its person or organization, provided the "bodily injury"territories and possessions), Puerto Rico or Canada, in a or"property damage" is caused, in whole or in part, suit" on the merits according to the substantive law in by you or by those acting on your behalf. Tort such territory or in a settlement we agree to. liability means a liability that would be imposed by 7. "Employee" includes a "leased worker". "Employee" law in the absence of any contract or agreement. does not include a "temporary worker". Paragraph f. includes that part of any contract or 8. "Employment-Related Practices" means: agreement that indemnifies a railroad for "bodily a. Refusal to employ a person; injury" or "property damage" arising out of b. Termination of a person's employment; or construction or demolition operations, within 50 feet of any railroad property and affecting any railroad c. Employment-related practices, policies, acts or bridge or trestle, tracks, road-beds, tunnel, omissions, such as coercion, demotion, evaluation, underpass or crossing. reassignment, discipline, defamation, harassment, However, Paragraph f. does not include that part of humiliation or discrimination directed at a person. any contract or agreement: 9. "Executive officer" means a person holding any of the 1) That indemnifies an architect, engineer or officer positions created by your charter, constitution, surveyor for injury or damage arising out of:by-laws or any other similar governing document. 10."Hostile fire" means one which becomes uncontrollable a) Preparing, approving, or failing to prepare or or breaks out from where it was intended to be. approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders 11."Impaired property" means tangible property, other or drawings and specifications; or than "your product" or"your work", that cannot be used b) Giving directions or instructions, or failing to or is less useful because: give them, if that is the primary cause of the a. It incorporates "your product" or"your work" that is injury or damage; or known or thought to be defective, deficient, 2) Under which the insured, if an architect, engineer inadequate or dangerous; or or surveyor, assumes liability for an injury or b. You have failed to fulfill the terms of a contract or damage arising out of the insured's rendering or agreement; failure to render professional services, including if such property can be restored to use by: those listed in (1) above and supervisory, a. The repair, replacement, adjustment or removal of inspection, architectural or engineering activities. your product" or"your work"; or 13."Leased worker" means a person leased to you by a b. Your fulfilling the terms of the contract or agreement. labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to 12."Insured contract" means: the conduct of your business. "Leased worker" does a. A contract for a lease of premises. However, that not include a "temporary worker". portion of the contract for a lease of premises that 14."Loading or unloading"means the handling of property: indemnifies any person or organization for damage a. After it is moved from the place where it is accepted by fire, lightning or explosion to premises while for movement into or onto an aircraft, watercraft or auto"; Page 16 of 18 HG 00 01 06 05 morimmumminas b. While it is in or on an aircraft, watercraft or "auto"; 16."Occurrence" means an accident, including continuous or or repeated exposure to substantially the same general c. While it is being moved from an aircraft, watercraft harmful conditions. or"auto"to the place where it is finally delivered; 17."Personal and advertising injury" means injury, but "loading or unloading" does not include the including consequential "bodily injury", arising out of movement of property by means of a mechanical one or more of the following offenses: device, other than a hand truck, that is not attached to a. False arrest, detention or imprisonment; the aircraft, watercraft or"auto". b. Malicious prosecution; 15."Mobile equipment" means any of the following types c. The wrongful eviction from, wrongful entry into, or of land vehicles, including any attached machinery or invasion of the right of private occupancy of a room, equipment: dwelling or premises that a person occupies, a. Bulldozers, farm machinery, forklifts and other committed by or on behalf of its owner, landlord or vehicles designed for use principally off public lessor; roads;d. Oral, written or electronic publication of material b. Vehicles maintained for use solely on or next to that slanders or libels a person or organization or premises you own or rent; disparages a person's or organization's goods, c. Vehicles that travel on crawler treads; products or services; d. Vehicles, whether self-propelled or not, maintained e. Oral, written or electronic publication of material primarily to provide mobility to permanently that violates a person's right of privacy; mounted: f. Copying, in your "advertisement", a person's or 1) Power cranes, shovels, loaders, diggers or organization's "advertising idea" or style of drills; or advertisement"; 2) Road construction or resurfacing equipment g. Infringement of copyright, slogan, or title of any such as graders, scrapers or rollers; literary or artistic work, in your"advertisement"; or e. Vehicles not described in a.,'b., c. or d. above that h. Discrimination or humiliation that results in injury to are not self-propelled and are maintained primarily the feelings or reputation of a natural person. to provide mobility to permanently attached 18."Pollutants" mean any solid, liquid, gaseous or thermal equipment of the following types:irritant or contaminant, including smoke, vapor, soot, 1) Air compressors, pumps and generators, fumes, acids, alkalis, chemicals and waste. Waste including spraying, welding, building cleaning, includes materials to be recycled, reconditioned or geophysical exploration, lighting and well reclaimed. servicing equipment; or 19."Products-completed operations hazard": 2) Cherry pickers and similar devices used to raise a. Includes all "bodily injury" and "property damage" or lower workers; occurring away from premises you own or rent and f. Vehicles not described in a., b., c. or d. above arising out of"your product" or"your work"except: maintained primarily for purposes other than the 1) Products that are still in your physical transportation of persons or cargo. possession; or However, self-propelled vehicles with the following 2) Work that has not yet been completed or types of permanently attached equipment are not abandoned. However, "your work" will be mobile equipment" but will be considered"autos": deemed completed at the earliest of the 1) Equipment, of at least 1,000 pounds gross following times: vehicle weight, designed primarily for: a) When all of the work called for in your a) Snow removal; contract has been completed. b) Road maintenance, but not construction or b) When all of the work to be done at the job resurfacing; or site has been completed if your contract c) Street cleaning; calls for work at more than one job site. 2) Cherry pickers and similar devices mounted on c) When that part of the work done at a job site has been put to its intended use by any automobile or truck chassis and used to raise or person or organization other than another lower workers; and contractor or subcontractor working on the 3) Air compressors, pumps and generators, same project. including spraying, welding, building cleaning, Work that may need service, maintenance, geophysical exploration, lighting and well correction, repair or replacement, but which is servicing equipment. otherwise complete, will be treated as completed. HG 00 01 06 05 Page 17 of 18 b. Does not include "bodily injury" or "property 22."Temporary worker" means a person who is damage" arising out of: furnished to you to substitute for a permanent 1) The transportation of property, unless the employee" on leave or to meet seasonal or short- injury or damage arises out of a condition in or term workload conditions. on a vehicle not owned or operated by you, 23."Volunteer worker"means a person who and that condition was created by the "loading a. Is not your"employee"; or unloading" of that vehicle by any insured;b. Donates his or her work; 2) The existence of tools, uninstalled equipment or abandoned or unused materials; or c. Acts at the direction of and within the scope of duties determined by you; and 3) Products or operations for which the classification, listed in the Declarations or in a d. Is not paid a fee, salary or other compensation by policy schedule, states that products- you or anyone else for their work performed for completed operations are subject to the you. General Aggregate Limit. 24."Your product": 20."Property damage" means: a. Means: a. Physical injury to tangible property, including all 1) Any goods or products, other than real resulting loss of use of that property. All such loss property, manufactured, sold, handled, of use shall be deemed to occur at the time of the distributed or disposed of by: physical injury that caused it; or a) You; b. Loss of use of tangible property that is not b) Others trading under your name; or physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" c) A person or organization whose business that caused it. or assets you have acquired; and As used in this definition, computerized or 2) Containers (other than vehicles), materials, electronically stored data, programs or software are parts or equipment furnished in connection not tangible property. Electronic data means with such goods or products. information,facts or programs: b. Includes a. Stored as or on; 1) Warranties or representations made at any b. Created or used on; or time with respect to the fitness, quality, durability, performance or use of "your c. Transmitted to or from; product"; and computer software, including systems and 2) The providing of or failure to provide warnings applications software, hard or floppy disks, CD- or instructions. ROMS, tapes, drives, cells, data processing devices c. Does not include vending machines or otheroranyothermediawhichareusedwithelectronicallypropertyrentedtoorlocatedfortheuseofotherscontrolledequipment. but not sold. 21."Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or 25."Your work": personal and advertising injury" to which this a. Means: insurance applies are alleged. "Suit" includes: 1) Work or operations performed by you or on a. An arbitration proceeding in which such damages your behalf; and are claimed and to which the insured must submit 2) Materials, parts or equipment furnished in or does submit with our consent; or connection with such work or operations. b. Any other alternative dispute resolution b. Includes proceeding in which such damages are claimed 1) Warranties or representations made at any and to which the insured submits with our time with respect to the fitness, quality, consent. durability, performance or use of "your work", and 2) The providing of or failure to provide warnings or instructions. Page 18 of 18 HG 00 01 06 05 j Policy:42UUNRB0752 Insured:Wallace Roberts&Todd, LLC COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read 2) The "bodily injury" or"property damage" occurs the entire policy carefully to determine rights, duties and during the policy period; and what is and is not covered. 3) Prior to the policy period, no insured listed Throughout this policy the words"you" and "your" refer to under Paragraph 1. of Section II — Who Is An the Named Insured shown in the Declarations, and any Insured and no"employee"authorized by you to other person or organization qualifying as a Named give or receive notice of an "occurrence" or Insured under this policy. The words"we", "us" and "our" claim, knew that the "bodily injury" or "property refer to the stock insurance company member of The damage" had occurred, in whole or in part. If Hartford providing this insurance. such a listed insured or authorized "employee" The word "insured" means any person or organization knew, prior to the policy period, that the "bodily qualifying as such under Section II—Who Is An Insured. injury" or"property damage" occurred, then any Other words and phrases that appear in quotation marks continuation, change or resumption of such have special meaning. Refer to Section V—Definitions. bodily injury" or "property during the policy period will bea deemed tor ng have SECTION I—COVERAGES been known prior to the policy period. COVERAGE A BODILY INJURY AND PROPERTY c. "Bodily injury" or"property damage"will be deemed DAMAGE LIABILITY to have been known to have occurred at the 1. Insuring Agreement earliest time when any insured listed under Paragraph 1. of Section II —Who Is An Insured or a. We will pay those sums that the insured becomes any "employee" authorized by you to give orlegallyobligatedtopayasdamagesbecauseofreceivenoticeofan"occurrence"or claim: bodily injury" or "property damage" to which this insurance applies. We will have the right and duty 1) Reports all, or any part, of the"bodily injury" or. to defend the insured against any "suit" seeking property damage"to us or any other insurer; those damages. However, we will have no duty to 2) Receives a written or verbal demand or claim defend the insured against any "suit' seeking for damages because of the "bodily injury" or damages for"bodily injury"or"property damage"to property damage"; or which this insurance does not apply. We may, at 3) Becomes aware by any other means that our discretion, investigate any "occurrence" and bodily injury" or "property damage" has settle any claim or"suit"that may result. But: occurred or has begun to occur. 1) The amount we will pay for damages is limited d. Damages because of "bodily injury" include as described in Section III — Limits Of damages claimed by any person or organization forInsurance; and care, loss of services or death resulting at any time 2) Our right and duty to defend ends when we from the"bodily injury'. have used up the applicable limit of insurance in e. Incidental Medical Malpractice the payment of judgments or settlements under 1) "Bodily injury" arising out of the rendering of or Coverage C. Coverages A or B or medical expenses under y failure to ander professional health care services as a physician, dentist, nurse, No other obligation or liability to pay sums or emergency medical technician or paramedic perform acts or services is covered unless explicitly shall .be deemed to be caused by an provided for under Supplementary Payments — occurrence", but only if:Coverages A and B. b. This insurance applies to "bodily injury" and a) The physician, dentist, nurse, emergency medical technician or paramedic is property damage"only if: employed by you to provide such services; 1) The "bodily injury" or "property damage" is and caused by an "occurrence" that takes place in b) You are not engaged in the business or the"coverage territory"; occupation of providing such services. HG 00 01 06 05 Page l of 18 2005 The Hartford Includes copyrighted material of Insurance Services Office, Inc.with its permission.) 2) For the purpose of determining the limits of d. Workers'Compensation And Similar Laws insurance for incidental medical malpractice, Any obligation of the insured under a workers' any act or omission together with all related acts compensation, disability benefits or unemployment or omissions in the furnishing of these services compensation law or any similar law.to any one person will be considered one occurrence". e. Employer's Liability 2. Exclusions Bodily injury"to: This insurance does not apply to: 1) An "employee" of the insured arising out of and in the course of: a. Expected Or Intended Injury a) Employment by the insured; or Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This b) Performing duties related to the conduct of exclusion does not apply to "bodily injury" or the insured's business;or property damage" resulting from the use of 2) The spouse, child, parent, brother or sister of reasonable force to protect persons or property. that "employee" as a consequence of b. Contractual Liability Paragraph (1)above. Bodily injury" or "property damage" for which the This exclusion applies: insured is obligated to pay damages by reason of 1) Whether the insured may be liable as an the assumption of liability in a contract or employer or in any other capacity; and agreement. This exclusion does not apply to liability 2) To any obligation to share damages with or for damages: repay someone else who must pay damages 1) That the insured would have in the absence of because of the injury. the contract or agreement; or This exclusion does not apply to liability assumed 2) Assumed in a contract or agreement that is an by the insured under an"insured contract". insured contract", provided the"bodily injury"or f. Pollution property damage" occurs subsequent to the execution of the contract or agreement. Solely 1) "Bodily injury" or "property damage" arising out for the purposes of liability assumed in an of the actual, alleged or threatened discharge, insured contract", reasonable attorney fees and dispersal, seepage, migration, release or i. necessary litigation expenses incurred by or for escape of"pollutants": a party other than an insured are deemed to be a) At or from any premises, site or location damages because of "bodily injury" or "property which is or was at any time owned or damage", provided: occupied by, or rented or loaned to, any a) Liability to such party for, or for the cost of, insured. However, this subparagraph does that party's defense has also been assumed not apply to: in the same "insured contract";and i) "Bodily injury" if sustained within a b) Such attorney fees and litigation expenses building and caused by smoke, fumes, are for defense of that party against a civil or vapor or soot produced by or originating alternative dispute resolution proceeding in from equipment that is used to heat, cool which damages to which this insurance or dehumidify the building, or equipment applies are alleged. that is used to.heat water for personal c. Liquor Liability use, bythe building's occupants or their guests; Bodily injury" or "property damage" for which any ii) "Bodily injury" or "property damage" for insured may be held liable by reason of: which you may be held liable, if you are a 1) Causing or contributing to the intoxication of any contractor and the owner or lessee of person; such premises, site or location has been 2) The furnishing of alcoholic beverages to a added to your policy as an additional person under the legal drinking age or under the insured with respect to your ongoing influence of alcohol; or operations performed for that additional 3) Any statute, ordinance or regulation relating to insured at that premises, site or location and such premises, site or location is not the sale, gift, distribution or use of alcoholic and never was owned or occupied by, orbeverages. rented or loaned to, any insured, other This exclusion applies only if you are in the than that additional insured; or business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. Page 2 of 18 HG 00 01 06 05 iii) "Bodily injury" or "property damage"e) At or from any premises, site or location on arising out of heat, smoke or fumes from which any insured or any contractors or a"hostile fire"; subcontractors working directly or indirectly b) At or from any premises, site or location on any insured's behalf are performing which is or was at any time used by or for operations if the operations are to test for, any insured or others for the handling, monitor, clean up, remove, contain, treat, storage, disposal, processing or treatment of detoxify or neutralize, or in any way respond waste; to,or assess the effects of, "pollutants". c) Which are or were at any time transported, 2) Any loss,cost or expense arising out of any: handled, stored, treated, disposed of, or a) Request, demand, order or statutory or processed as waste by or for: regulatory requirement that any insured or i) Any insured; or others test for, monitor, clean up, remove, ii) Any person or organization for whom you contain, treat, detoxify or neutralize, or in may personson or responsible; gizatio any way respond to,or assess the effects of, pollutants"; or d) At or from any premises, site or location on which any insured or any contractors or b) Claim or suit by or on behalf of a subcontractors working directly or indirectly governmental authority for damages because of testing for, monitoring, cleaningonanyinsured's behalf are performing up, removing, operations if the "pollutants" are brought on containing, treating, detoxifyingoxifying or neutralizing, oror in any way or to the premises, site or location in responding to, or assessing the effects of,connection with such operations by such pollutants". insured, contractor or subcontractor. However, this subparagraph does not apply However, this paragraph does not apply to to: liability for damages because of "property damage" that the insured would have in the i) "Bodily injury" or "property damage" absence of such request, demand, order or arising out of the escape of fuels, lubricants or other operating fluids which statutory or regulatory requirement, or such claim or"suit"by or on behalf of a governmental are needed to perform the normal authority. electrical, hydraulic or mechanical functions necessary for the operation of 9 Aircraft,Auto Or Watercraft mobile equipment" or its parts, if such Bodily injury" or "property damage" arising out of fuels, lubricants or other operating fluids the ownership, maintenance, use or entrustment to escape from a vehicle part designed to others of any aircraft, "auto"or watercraft owned or hold, store or receive them. This operated by or rented or loaned to any insured. Use exception does not apply if the "bodily includes operation and"loading or unloading". injury"or"property damage" arises out of IThisexclusionapplieseveniftheclaimsagainst the intentional discharge, dispersal or any insured allege negligence or other wrongdoing release of the fuels, lubricants or other in the supervision, hiring, employment, training or operating fluids, or if such fuels, monitoring of others by that insured, if the lubricants or other operating fluids are occurrence" which caused the "bodily injury" orbroughtonortothepremises, site or property damage" involved the ownership,location with the intent that they be maintenance, use or entrustment to others of anydischarged, dispersed or released as part aircraft, "auto" or watercraft that is owned or of the operations being performed by operated by or rented or loaned to any insured. such insured, contractor or This exclusion does not apply to:subcontractor; ii) "Bodily injury" or "property damage" 1) A watercraft while ashore on premises you own sustained within a building and caused or rent; by the release of gases,fumes or vapors 2) A watercraft you do not own that is: from materials brought into that building a) Less than 51 feet long;and in connection with operations being performed by you or on your behalf by a b) Not being used to carry persons for a contractor or subcontractor;or charge; iii) "Bodily injury" or "property damage" 3) Parking an "auto" on, or on the ways next to, arising out of heat, smoke or fumes from premises you own or rent, provided the"auto" is a"hostile fire"; or not owned by or rented or loaned to you or the insured; HG 00 01 06 06 Page 3 of 18 4) Liability assumed under any "insured contract" working directly or indirectly on your behalf are for the ownership, maintenance or use of performing operations, if the "property damage" aircraft or watercraft;arises out of those operations; or 5) "Bodily injury" or "property damage" arising out 6) That particular part of any property that must be of the operation of any of the equipment listed in restored, repaired or replaced because "your Paragraph f.(2) or f.(3) of the definition of work"was incorrectly performed on it. mobile equipment"; or Paragraphs (1), (3) and (4) of this exclusion do not 6) An aircraft that is not owned by any insured and apply to "property damage" (other than damage by is hired, chartered or loaned with a paid crew. fire) to premises, including the contents of such However, this exception does not apply if the premises, rented to you for a period of 7 or fewer insured has any other insurance for such"bodily consecutive days. A separate limit of insurance injury" or "property damage", whether the other applies to Damage To Premises Rented To You as insurance is primary, excess, contingent or on described in Section III—Limits Of Insurance. any other basis. Paragraph(2)of this exclusion does not apply if the h. Mobile Equipment premises are"your work"and were never occupied, Bodily injury"or"property damage"arising out of: rented or held for rental by you. 1) The transportation of "mobile equipment" by an Paragraphs (3) and (4) of this exclusion do not auto"owned or operated by or rented or loaned apply to "property damage" arising from the use of to any insured;or elevators. 2) The use of "mobile equipment" in, or while in Paragraphs (3), (4), (5) and (6) of this exclusion do practice for, or while being prepared for, any not apply to liability assumed under a sidetrack prearranged racing, speed, demolition, or agreement. stunting activity. Paragraphs (3) and (4) of this exclusion do not i. War apply to "property damage" to borrowed equipment while not being used to perform operations at the Bodily injury" or "property damage", however job site. caused, arising, directly or indirectly, out of:Paragraph (6) of this exclusion does not apply to 1) War, including undeclared or civil war; property damage" included in the "products- 2) Warlike action by a. military force, including completed operations hazard". action in hindering or defending against an k. Damage To Your Product actual or expected attack, by any government, sovereign or other authority using military Property damage"to"your product"arising out of it personnel or other agents; or or any part of it, 3) Insurrection, rebellion, revolution, usurped I. Damage To Your Work power, or action taken by governmental Property damage"to"your work"arising out of it or authority in hindering or defending against any any part of it and included in the "products- of these. completed operations hazard". j. Damage To Property This exclusion does not apply if the damaged work Property damage"to: or the work out of which the damage arises was 1) Property you own, rent,or occupy, including any performed on your behalf by a subcontractor. costs or expenses incurred by you, or any other m. Damage To Impaired Property Or Property Not person, organization or entity, for repair,Physically Injured replacement, enhancement, restoration or Property damage" to "impaired property" or maintenance of such property for any reason, property that has not been physically injured, including prevention of injury to a person or arising out of: damage to another's property; 1) A defect, deficiency, inadequacy or dangerous 2) Premises you sell, give away or abandon, if the condition in"your product"or"your work"; or property damage" arises out of any part of 2) A delay or failure by you or anyone acting on those premises; your behalf to perform a contract or agreement 3) Property loaned to you; in accordance with its terms. 4) Personal property in the care, custody or control This exclusion does not apply to the loss of use of of the insured; other property arising out of sudden and accidental 5) That particular part of real property on which physical injury to"your product"or"your work"after you or any contractors or subcontractors it has been put to its intended use. Page 4of18 HG00010605 n. Recall Of Products, Work Or Impaired kind to persons or property which would not Property have occurred in whole or in part but for the Damages claimed for any loss, cost or expense asbestos hazard"; incurred by you or others for the loss of use,b) Arise out of any request, demand, order or withdrawal, recall, inspection, repair, replacement, statutory or regulatory requirement that any adjustment, removal or disposal of:insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify1) "Your product"; or neutralize or in any way respond to or2) "Your work";or assess the effects of an "asbestos hazard"; 3) "Impaired property"; or if such product, work, or property is withdrawn or c) Arise out of any claim or suit for damages recalled from the market or from use by any person because of testing for, monitoring, cleaning or organization because of a known or suspected up, removing, encapsulating, containing, defect, deficiency, inadequacy or dangerous treating, detoxifying or neutralizing or in any condition in it.way responding to or assessing the effects o. Personal And Advertising Injury of an"asbestos hazard". Bodily injury" arising out of "personal and Damage To Premises Rented To You — Exception advertising injury".For Damage By Fire, Lightning Or Explosion p. Electronic Data Exclusions c.through h. and j. through n. do not apply Damages arising out of the loss of, loss of use of, to damage by fire, lightning or explosion to premises damage to, corruption of, inability to access, or while rented to you or temporarily occupied by you with inability to manipulate electronic data. permission of the owner. A separate limit of insurance applies to this coverage as described in Section III — As used in this exclusion, electronic data means Limits Of Insurance. information, facts or programs stored as or on,COVERAGE B PERSONAL AND ADVERTISING created or used on, or transmitted to or from INJURY LIABILITY computer software, including systems and applications software, hard or floppy disks, CD- 1. Insuring Agreement ROMS, tapes, drives, cells, data processing a. We will pay those sums that the insured becomes devices or any other media which are used with legally obligated to pay as damages because of electronically controlled equipment.personal and advertising injury" to which this q. Employment-Related Practices insurance applies. We will have the right and duty Bodily injury"to: to defend the insured against any "suit" seeking those damages. However, we will have no duty to 1) A person arising out of any "employment— defend the insured against any "suit" seeking related practices"; or damages for "personal and advertising injury" to 2) The spouse, child, parent, brother or sister of which this insurance does not apply. We may, at that person as a consequence of"bodily injury" our discretion, investigate any offense and settle to that person at whom any "employment- any claim or"suit"that may result. But: related practices"are directed.1) The amount we will pay for damages is limited This exclusion applies: as described in Section Ill — Limits Of 1) Whether the insured may be liable as an Insurance; and employer or in any other capacity;and 2) Our right and duty to defend end when we have 2) To any obligation to share damages with or used up the applicable limit of insurance in the repay someone else who must pay damages payment of judgments or settlements under meo because m of the injury. Coverages A or B or medical expenses under Coverage C. r. Asbestos No other obligation or liability to pay sums or 1) "Bodily injury" or "property damage" arising out perform acts or services is covered unless explicitly of the"asbestos hazard". provided for under Supplementary Payments — 2) Any damages, judgments, settlements, loss, Coverages A and B. costs or expenses that: b. This insurance applies to"personal and advertising a) May be awarded or incurred by reason of injury" caused by an offense arising out of your any claim or suit alleging actual or business but only if the offense was committed in threatened injury or damage of any nature or the"coverage territory"during the policy period. HG00010605 Page 5of18 2. Exclusions 2) Slogan, unless the slogan is also a trademark, This insurance does not apply to: trade name, service mark or other designation a. Knowing Violation Of Rights Of Another of origin or authenticity;or 3) Title of any literary or artistic work. Personal and advertising injury" arising out of an offense committed by, at the direction or with the J. Insureds In Media And Internet Type consent or acquiescence of the insured with the Businesses expectation of inflicting "personal and advertising Personal and advertising injury" committed by an injury".insured whose business is: b. Material Published With Knowledge Of Falsity 1) Advertising, broadcasting, publishing or Personal and advertising injury"arising out of oral, telecasting; written or electronic publication of material, if done 2) Designing or determining content of web sites by or at the direction of the insured with knowledge for others; or of its falsity. 3) An Internet search, access, content or service c. Material Published Prior To Policy Period provider. Personal and advertising injury" arising out of oral, However, this exclusion does not apply to written or electronic publication of material whose Paragraphs 17.a., b. and c. of "personal and first publication took place before the beginning of advertising injury"under the Definitions Section. the olic period.p Y P For the purposes of this exclusion, placing an d. Criminal Acts advertisement"for or linking to others on your web Personal and advertising injury" arising out of a site, by itself, is not considered the business of criminal act committed by or at the direction of the advertising, broadcasting, publishing or telecasting. insured. k. Electronic Chatrooms Or Bulletin Boards e. Contractual Liability Personal and advertising injury" arising out of an Personal and advertising injury" for which the electronic chatroom or bulletin board the insured insured has assumed liability in a contract or hosts, owns, or over which the insured exercises agreement. This exclusion does not apply to liability control. for damages that the insured would have in the I. Unauthorized Use Of Another's Name Or absence of the contract or agreement. Product 1. Breach Of Contract Personal and advertising injury" arising out of the Personal and advertising injury" arising out of a unauthorized use of another's name or product in breach of contract,except an implied contract to use your e-mail address, domain name or metatags, or another's"advertising idea"in your"advertisement".any other similar tactics to mislead another's g. Quality Or Performance Of Goods — Failure To potential customers. Conform To Statements m. Pollution Personal and advertising injury" arising out of the Personal and advertising injury" arising out of the failure of goods, products or services to conform actual, alleged or threatened discharge, dispersal, with any statement of quality or performance made seepage, migration, release or escape of in your"advertisement". pollutants"at any time. h. Wrong Description Of Prices n. Pollution-Related Personal and advertising injury" arising out of the Any loss,cost or expense arising out of any: wrong description of the price of goods, products or 1) Request, demand, order or statutory or services. regulatory requirement that any insured or i. Infringement Of Intellectual Property Rights others test for, monitor, clean up, remove, Personal and advertising injury" arising out of any contain, treat, detoxify or neutralize, or in any violation of any intellectual property rights such as Way respond to, or assess the effects of, Y p p Y g pollutants";or copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin 2) Claim or suit by or on behalf of a governmental or authenticity. authority for damages because of testing for, However, this exclusion does not apply to monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in anyinfringement, in your"advertisement", of: way responding to, or assessing the effects of, 1) Copyright; pollutants". Page 6of18 HG00010605 o. War 2) The spouse, child, parent, brother or sister of Personal and advertising injury", however caused, that person as a consequence of"personal and arising, directly or indirectly, out of: advertising injury" to that person at whom any 1) War, including undeclared or civil war; employment-related practices"are directed. 2) Warlike action by a military force, including This exclusion applies: action in hindering or defending against an 1) Whether the insured may be liable as an actual or expected attack, by any government, employer or in any other capacity; and sovereign or other authority using. military 2) To any obligation to share damages with or personnel or other agents; or repay someone else who must pay damages 3) Insurrection, rebellion, revolution, usurped power, because of the injury. or action taken by governmental authority in v. Asbestos hindering or defending against any of these. 1) "Personal and advertising injury" arising out of p. Internet Advertisements And Content Of Others the"asbestos hazard". Personal and advertising injury"arising out of: 2) Any damages; judgments, settlements, loss, 1) An"advertisement"for others on your web site; costs or expenses that: 2) Placing a link to a web site of others on your a) May be awarded or incurred by reason of web site; any claim or suit alleging actual or 3) Content, including information, sounds, text, threatened injury or damage of any nature or graphics, or images from a web site of others hind to persons or property within a frame or border on your web have occurred in whole or in part but for the ertyoo which would not asbestos hazard"; site; or 4) Computer code, software or programming used b) Arise out of any request, demand, order or statutory or regulatory requirement that anytoenable: insured or others test for, monitor, clean up, a) Your web site; or remove, encapsulate, contain, treat, detoxify b) The presentation or functionality of an or neutralize or in any way respond to or advertisement" or other content on your assess the effects of an "asbestos hazard"; web site. or q. Right Of Privacy Created By Statute c) Arise out of any claim or suit for damages Personal and advertising injury" arising out of the because of testing for, monitoring, cleaning up, removing, encapsulating, containing,violation of a person's right of privacy created by any state or federal act. treating, detoxifying or neutralizing or in any way responding to or assessing the effects However, this exclusion does not apply to liability of an"asbestos hazard". for damages that the insured would have in the COVERAGE C MEDICAL PAYMENTS absence of such state or federal act. r. Violation Of Anti-Trust law 1. Insuring Agreement Personal and advertising injury" arising out of a a. We will pay medical expenses as described below violation of any anti-trust law. for"bodily injury"caused by an accident: s. Securities 1) On premises you own or rent; Personal and advertising injury" arising out of the 2) On ways next to premises you own or rent; or fluctuation in price or value of any stocks, bonds or 3) Because of your operations; other securities, provided that: t. Discrimination Or Humiliation 1) The accident takes place in the "coverage Personal and advertising injury" arising out of territory"and during the policy period; discrimination or humiliation committed by or at the 2) The expenses are incurred and reported to us direction of any "executive officer", director, within three years of the date of the accident; stockholder, partner or member of the insured, and u. Employment-Related Practices 3) The injured person submits to examination, at Personal and advertising injury"to: our expense, by physicians of our choice as 1) A person arising out of any "employment— often as we reasonably require. related practices";or HG 00 01 06 05 Page 7of18 b. We will make these payments regardless of fault. e. All costs taxed against the insured in the"suit". These payments will not exceed the applicable limit f. Prejudgment interest awarded against the insured of insurance.We will pay reasonable expenses for: on that part of the judgment we pay. If we make an 1) First aid administered at the time of an accident; offer to pay the applicable limit of insurance,we will 2) Necessary medical, surgical, x-ray and dental not pay any prejudgment interest based on that services, including prosthetic devices; and period of time after the offer. 3) Necessary ambulance, hospital, professional g. All interest on the full amount of any judgment that nursing and funeral services. accrues after entry of the judgment and before we 2. Exclusions have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable We will not pay expenses for"bodily injury": limit of insurance. a. Any Insured These payments will not reduce the limits of insurance. To any insured, except"volunteer workers". 2. If we defend an insured against a "suit" and an b. Hired Person indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the To a person hired to do work for or on behalf of any following conditions are met: insured or a tenant of any insured. c. Injury On Normally Occupied Premises a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of To a person injured on that part of premises you the indemnitee in a contract or agreement that is an own or rent that the person normally occupies. insured contract"; d. Workers Compensation And Similar Laws b. This insurance applies to such liability assumed by To a person, whether or not an "employee" of any the insured; insured, if benefits for the "bodily injury" are payable c. The obligation to defend, or the cost of the defense or must be provided under a workers' compensation of, that indemnitee, has also been assumed by the or disability benefits law or a similar law. insured in the same"insured contract"; e. Athletics Activities d. The allegations in the"suit"and the information we To a person injured while practicing, instructing or know about the "occurrence" are such that no participating in any physical exercises or games, conflict appears to exist between the interests of sports, or athletic contests. the insured and the interests of the indemnitee; f. Products-Completed Operations Hazard e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against Included within the "products completed operations such "suit" and agree that we can assign the same hazard". counsel to defend the insured and the indemnitee; g. Coverage A Exclusions and Excluded under Coverage A. f. The indemnitee: SUPPLEMENTARY PAYMENTS — COVERAGES 1) Agrees in writing to: A AND B a) Cooperate with us in the investigation, 1. We will pay,with respect to any claim we investigate or settlement or defense of the"suit"; settle, or any"suit"against an insured we defend: b) immediately send us copies of any a. All expenses we incur. demands, notices, summonses or legal b. Up to $1,000 for cost of bail bonds required papers received in connection with the"suit"; because of accidents or traffic law violations arising c) Notify any other insurer whose coverage is out of the use of any vehicle to which the Bodily available to the indemnitee; and Injury Liability Coverage applies. We do not have d) Cooperate with us with respect to to furnish these bonds. coordinating other applicable insurance c. The cost of appeal bonds or bonds to release available to the indemnitee; and attachments, but only for bond amounts within the 2) Provides us with written authorization to: applicable limit of insurance. We do not have to furnish these bonds. a) Obtain records and other information related d. All reasonable expenses incurred by the insured at to the"suit"; and our request to assist us in the investigation or b) Conduct and control the defense of the defense of the claim or "suit", including actual loss indemnitee in such"suit". of earnings up to $500 a day because of time off So long as the above conditions are met, attorneys' from work.fees incurred by us in the defense of that indemnitee, Page 8of18 HG00010605 necessary litigation expenses incurred by us and However, none of these "employees" or "volunteer necessary litigation expenses incurred by the workers"are insureds for: indemnitee at our request will be paid as 1) "Bodily injury" or "personal and advertisingSupplementaryPayments. Notwithstanding the injury":provisions of Paragraph 2.b.(2) of Section I — Coverage A — Bodily Injury And Property Damage a) To you, to your partners or members (if you Liability, such payments will not be deemed to be are a partnership or joint venture), to your damages for"bodily injury"and"property damage"and members (if you are a limited liability will not reduce the limits of insurance. company), to a co-"employee" while in the course of his or her employment or Our obligation to defend an insured's indemnitee and performing duties related to the conduct oftopayforattorneys' fees and necessary litigation your business, or to your other "volunteer expenses as Supplementary Payments ends when: workers" while performing duties related to a. We have used up the applicable limit of insurance the conduct of your business; in the payment of judgments or settlements;or b) To the spouse, child, parent, brother or sister b. The conditions set forth above, or the terms of the of that co-"employee" or that "volunteer agreement described in Paragraph f. above, are no worker" as a consequence of Paragraph longer met. 1)(a)above; SECTION II—WHO IS AN INSURED c) For which there is any obligation to share 1. If you are designated in the Declarations as: damages with or repay someone else who a. An individual, you and your spouse are insureds, must pay damages because of the injury described in Paragraphs(1)(a)or(b) above;but only with respect to the conduct of a business or of which you are the sole owner. d) Arising out of his or her providing or failing tob. A partnership or joint venture, you are an insured. provide professional health care services.Your members, your partners, and their spouses are also insureds, but only with respect to the If you are not in the business of providing conduct of your business. professional health care services, Paragraph(d) does not apply to any nurse, emergencyc. A limited liability company, you are an insured. medical technician or paramedic employed byYourmembersarealsoinsureds, but only with you to provide such services. respect to the conduct of your business. Your managers are insureds, but only with respect to 2) "Property damage"to property: their duties as your managers. a) Owned, occupied or used by, d. An organization other than a partnership, joint b) Rented to, in the care, custody or control of, venture or limited liability company, you are an or over which physical control is being insured. Your"executive officers" and directors are exercised for any purpose by insureds, but only with respect to their duties as you, any of your "employees", "volunteer your officers or directors. Your stockholders are workers", any partner or member (if you are a also insureds, but only with respect to their liability partnership or joint venture), or any member (if as stockholders. you are a limited liability company). e. A trust, you are an insured. Your trustees are also b. Real Estate Manager insureds, but only with respect to their duties as trustees. Any person (other than your "employee" or volunteer worker"), or any organization while2. Each of the following is also an insured: acting as your real estate manager. a. Employees and Volunteer workers c. Temporary Custodians of Your Property Your "volunteer workers" only while performing Any person or organization having proper duties related to the conduct of your business,,or temporary custody of your property if you die, butyour"employees", other than either your"executive only: officers" (if you are an organization other than a 1) With respect to liability arising out of thepartnership, joint venture or limited liability maintenance or use of that property; andcompany) or your managers (if you are a limited p p liability company), but only for acts within the scope 2) Until your legal representative has been of their employment by you or while performing appointed. duties related to the conduct of your business.d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will HG 00 01 0605 Page 8 of 18 have all your rights and duties under this Coverage 5. Nonowned Watercraft Part. With respect to watercraft you do not own that is less e. Unnamed Subsidiary than 51 feet long and is not being used to carry Any subsidiary, and subsidiary thereof, of yours persons for a charge, any person is an insured while which is a legally incorporated entity of which you operating such watercraft with your permission. Any own a financial interest of more than 50% of the other person or organization responsible for the voting stock on the effective date of the Coverage conduct of such person is also an insured, but only Part. with respect to liability arising out of the operation of The insurance afforded herein for any subsidiary the watercraft, and only if no other insurance of any kind is available to that person or organization for this not named in this Coverage Part as a named insured does not apply to injury or damage with liability. respect to which an insured under this Coverage However, no person or organization is an insured with Part is also an insured under another policy or respect to: would be an insured under such policy but for its a. "Bodily injury" to a co-"employee" of the person termination or the exhaustion of its limits of operating the watercraft; or insurance.b. "Property damage"to property owned by, rented to, 3. Newly Acquired or Formed Organization in the charge of or occupied by you or the employer Any organization you newly acquire or form, other than of any person who is an insured under this a partnership,joint venture or limited liability company, provision. and over which you maintain financial interest of more 6. Additional Insureds When Required By Written than 50% of the voting stock, will qualify as a Named Contract,Written Agreement Or Permit Insured if there is no other similar insurance available The following person(s) or organization(s) are an to that organization. However: additional insured when you have agreed, in a written a. Coverage under this provision is afforded only until contract, written agreement or because of a permit the 180th day after you acquire or form the issued by a state or political subdivision, that such organization or the end of the policy period, person or organization be added as an additional whichever is earlier; insured on your policy, provided the injury or damage b. Coverage A does not apply to "bodily injury" or occurs subsequent to the execution of the contract or property damage" that occurred before you agreement. acquired or formed the organization; and A person or organization is an additional insured under c. Coverage B does not apply to "personal and this provision only for that period of time required by advertising injury" arising out of an offense the contract or agreement. . committed before you acquired or formed the However, no such person or organization is an insured organization. under this provision if such person or organization is 4. Mobile Equipment included as an insured by an endorsement issued by With respect to "mobile equipment" registered in your us and made a part of this Coverage Part. name under any motor vehicle registration law, any a. Vendors person is an insured while driving such equipment Any person(s) or organization(s) (referred to below along a public highway with your permission.Any other as vendor), but only with respect to "bodily injury" person or organization responsible for the conduct of or"property damage" arising out of"your products" such person is also an insured, but only with respect to which are distributed or sold in the regular course liability arising out of the operation of the equipment, of the vendor's business and only if this Coverage and only if no other insurance of any kind is available Part provides coverage for "bodily injury" or to that person or organization for this liability. However, property damage" included within the "products- no person or organization is an insured with respect to: completed operations hazard". a. "Bodily injury" to a co-"employee" of the person 1) The insurance afforded the vendor is subject to driving the equipment; or the following additional exclusions: b. "Property damage"to property owned by, rented to, This insurance does not apply to: in the charge of or occupied by you or the employer a) "Bodily injury" or "property damage" for of any person who is an insured under this which the vendor is obligated to pay provision. damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; Page 10of18 HG00010605 b) Any express warranty unauthorized by you; c. Lessors of Land or Premises c) Any physical or chemical change in the Any person or organization from whom you lease product made intentionally by the vendor; land or premises, but only with respect to liability d) Repackaging, except when unpacked solely arising out of the ownership, maintenance or use of for the purpose of inspection, demonstration, that part of the land or premises leased to you. testing, or the substitution of parts under With respect to the insurance afforded these instructions from the manufacturer, and then additional insureds the following additional repackaged in the original container, exclusions apply: e) Any failure to make such inspections, This insurance does not apply to: adjustments,tests or servicing as the vendor 1. Any "occurrence" which takes place after youhasagreedtomakeornormallyundertakesceasetoleasethatland; or to make in the usual course of business, in 2. Structural alterations, new construction orconnectionwiththedistributionorsaleofthe demolition operations performed by or on behalfproducts; of such person or organization.f) Demonstration, installation, servicing or d. Architects, Engineers or Surveyorsrepairoperations, except such operations performed at the vendor's premises in Any architect, engineer, or surveyor, but only with connection with the sale of the product; respect to liability for "bodily injury", "property g) Products which, after distribution or sale by damage" or "personal and advertising injury" you, have been labeled or relabeled or used caused, in whole or in part, by your acts or as a container, part or ingredient of any omissions or the acts or omissions of those acting other thing or substance by or for the on your behalf: vendor; or 1) In connection with your premises; or h) "Bodily injury" or "property damage" arising 2) In the performance of your ongoing operations out of the sole negligence of the vendor for performed by you'or on your behalf. its own acts or omissions or those of its With respect to the insurance afforded these employees or anyone else acting on its additional insureds, the following additional behalf. However, this exclusion does not exclusion applies: apply to:This insurance does not apply to "bodily injury",i)The exceptions contained in Sub- property damage" or "personal and advertisingparagraphs(d)or(f);or injury" arising out of the rendering of or the failure ii) Such inspections, adjustments, tests or to render any professional services by or for you, servicing as the vendor has agreed to including: make or normally undertakes to make in 1. The preparing, approving, or failing to preparetheusualcourseofbusiness, in or approve, maps, shop drawings, opinions, connection with the distribution or sale of reports, surveys, field orders, change orders or the products. drawings and specifications; or 2) This insurance does not apply to any insured 2. Supervisory, inspection, architectural or person or organization, from whom you have engineering activities. acquired such products, or any ingredient, part e. Permits issued By State Or Politicalorcontainer, entering into, accompanying or Subdivisions containing such products. b. Lessors of Equipment Any state or political subdivision, but only with respect to operations performed by you or on your1) Any person or organization from whom you behalf for which the state or political subdivision lease equipment; but only with respect to their has issued a permit. liability for"bodily injury", "property damage" or With respect to the insurance affordedandadvertisinginjury" caused, in fforded these ff part, by your maintenance,operationwholeorinart, b o additional insureds, this insurance does not apply or use of equipment leased to you by such to: person or organization. 1) "Bodily injury", "property damage" or "personal 2) With respect to the insurance afforded to these and advertising injury" arising out of operations additional insureds this insurance does not performed for the state or municipality; or apply to any "occurrence" which takes place 2) "Bodily injury" or "property damage" included after the equipment lease expires. within the "products-completed operations hazard". HG 00 01 06 05 Page 11 of 18 f. Any Other Party c. Persons or organizations making claims or bringing Any other person or organization who is not an suits". insured under Paragraphs a. through e. above, but 2. General Aggregate Limit only with respect to liability for "bodily injury", The General Aggregate Limit is the most we will pay property damage" or "personal and advertising for the sum of: injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting a. Medical expenses under Coverage C; on your behalf: b. Damages under Coverage A, except damages 1) In the performance of your ongoing operations;because of "bodily injury" or "property damage" included in the "products-completed operations 2) In connection with your premises owned by or hazard'; and rented to you; or c. Damages under Coverage B. 3) In connection with "your work" and included within the "products completed operations 3. Products-Completed Operations Aggregate Limit hazard", but only if The Products-Completed Operations Aggregate Limit a) The written contract or agreement requires is the most we will pay under Coverage A for damages you to provide such coverage to such because of "bodily injury" and "property damage" additional insured; and included in the "products-completed operations hazard". b) This Coverage Part provides coverage for bodily injury" or"property damage" included 4. Personal and Advertising Injury Limit within the "products-completed operations Subject to 2. above, the Personal and Advertising hazard". Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personalWithrespecttotheinsuranceaffordedtothese and advertising injury" sustained by any one person oradditionalinsureds, this insurance does not apply to:organization. Bodily injury", "property damage" or"personal and 5. Each Occurrence Limit advertising injury" arising out of the rendering of, or Subject to 2. or 3. above, whichever applies, the Each the failure to render, any professional architectural, Occurrence Limit is the most we will pay for the sum engineering or surveying services, including: of: 1) The preparing, approving, or failing to prepare a. Damages under Coverage A;and or approve, maps, shop drawings, opinions, b. Medical expenses under Coverage C reports, surveys, field orders, change orders or because of all "bodily injury" and "property damage"drawings and specifications; or arising out of any one"occurrence". 2) Supervisory, inspection, architectural or 6. Damage To Premises Rented To You Limit engineering activities. Subject to 5. above, the Damage To Premises Rented The limits of insurance that apply to additional insureds To You Limit is the most we will pay under Coverage A under this provision is described in Section III —Limits for damages because of"property damage"to any oneOfInsurance. premises, while rented to you, or in the case of How this insurance applies when other insurance is damage by fire, lightning or explosion, while rented to available to the additional insured is described in the you or temporarily occupied by you with permission of Other Insurance Condition in Section IV—Commercial the owner. General Liability Conditions. In the case of damage by fire, lightning or explosion, No person or organization is an insured with respect to the the Damage to Premises Rented To You Limit applies conduct of any current or past partnership,joint venture or to all damage proximately caused by the same event, limited liability company that is not shown as a Named whether such damage results from fire, lightning or insured in the Declarations. explosion or any combination of these.SECTION III—LIMITS OF INSURANCE 7. Medical Expense Limit 1. The Most We will Pay Subject to 5. above, the Medical Expense Limit is the The Limits of Insurance shown in the Declarations and most we will pay under Coverage C for all medical the rules below fix the most we will pay regardless of expenses because of "bodily injury" sustained by any the number of:one person. a. Insureds; 8. How Limits Apply To Additional Insureds b. Claims made or"suits" brought; or If you have agreed in a written contract or written agreement that another person or organization be Page 12 of 18 HG 00 01 06 05 added as an additional insured on your policy, the 3) Cooperate with us in the investigation or most we will pay on behalf of such additional insured is settlement of the claim or defense against the the lesser of: suit";and a. The limits of insurance specified in the written 4) Assist us, upon our request, in the enforcement of contract or written agreement;or any right against any person or organization which b. The Limits of Insurance shown in the Declarations. may be liable to the insured because of injury or Such amount shall be a part of and not in addition to damage to which this insurance may also apply. Limits of Insurance shown in the Declarations and d. Obligations At The Insureds Own Cost described in this Section.No insured will, except at that insured's own cost, The Limits of Insurance of this Coverage Part apply voluntarily make a payment, assume any separately to each consecutive annual period and to any obligation, or incur any expense, other than for first remaining period of less than 12 months, starting with the aid,without our consent. beginning of the policy period shown in the Declarations, e. Additional Insureds Other Insurance unless the policy period is extended after issuance for an If we cover a claim or "suit" under this Coverage additional period of less than 12 months. In that case, the Part that may also be covered by other insurance additional period will be deemed part of the last preceding available to an additional insured, such additional period for purposes of determining the Limits of Insurance. insured must submit such claim or "suit" to the SECTION IV — COMMERCIAL GENERAL LIABILITY other insurer for defense and indemnity. CONDITIONS However, this provision does not apply to the 1. Bankruptcy extent that you have agreed in a written contract or Bankruptcy or insolvency of the insured or of the written agreement that this insurance is primary insured's estate will not relieve us of our obligations and non-contributory with the additional insured's under this Coverage Part. own insurance. 2. Duties In The Event Of Occurrence, Offense, Claim f. Knowledge Of An Occurrence, Offense, Claim Or Suit Or Suit a. Notice Of Occurrence Or Offense Paragraphs a. and b. apply to you or to any You or any additional insured must see to it that we additional insured only when such "occurrence", are notified as soon as practicable of an offense,claim or"suit"is known to: occurrence" or an offense which may result in a 1) You or any additional insured that is an claim. To the extent possible, notice should include: individual; 1) How, when and where the "occurrence" or 2) Any partner, if you or an additional insured is a offense took place; partnership; 2) The names and addresses of any injured 3) Any manager, if you or an additional insured is a persons and witnesses;and limited liability company;. 3) The nature and location of any injury or damage 4) Any "executive officer" or insurance manager, if arising out of the"occurrence"or offense, you or an additional insured is a corporation; b. Notice Of Claim 5) Any trustee, if you or an additional insured is a If a claim is made or "suit" is brought against any trust; or insured,you or any additional insured must: 6) Any elected or appointed official, if you or an additional insured is a political subdivision or 1) Immediately record the specifics of the claim or public entity.suit"and the date received; and This duty applies separately to you and any additional2) Notify us as soon as practicable. insured. You or any additional insured must see to it that we 3. Legal Action Against Us receive written notice of the claim or"suit" as soon as practicable. No person or organization has a right under this c. Assistance And Cooperation Of The Insured Coverage Part: a. To join us as a party or otherwise bring us into aYouandanyotherinvolvedinsuredmust: suit"asking for damages from an insured;or 1) Immediately send us copies of any demands,b. To sue us on this Coverage Part unless all of its notices, summonses or legal papers received in terms have been fully complied with,connection with the claim or"suit"; 2) Authorize us to obtain records and other A person or organization may sue us to recover on an agreed settlement or on a final judgment against an information; insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or HG00010605 Page 13of18 that are in excess of the applicable limit of insurance. 7) When You Add Others As An Additional An agreed settlement means a settlement and release Insured To This Insurance of liability signed by us,the insured and the claimant or Any other insurance`'available to an additionaltheclaimant's legal representative.insured. 4. Other Insurance However, the following provisions apply to other If other valid and collectible insurance is available to insurance available to any person or the insured for a loss we cover under Coverages A or organization who is an additional insured under B of this Coverage Part, our obligations are limited as this coverage part. follows: a) Primary Insurance When Required By a. Primary Insurance Contract This insurance is primary except when b. below This insurance is primary if you have agreed applies. If other insurance is also primary, we will in a written contract or written agreement share with all that other insurance by the method that this insurance be primary. If other described in c. below. insurance is also primary, we will share with b. Excess Insurance all that other insurance by the method described in c.below. This insurance is excess over any of the other b) Primary And Non-Contributory To Otherinsurance, whether primary, excess, contingent or on any other basis: Insurance When Required,By Contract 1) Your Work If you have agreed in a written contract, That is Fire, Extended Coverage, Builders Risk, written agreement, or permit that this insurance is primary and non-contributoryInstallationRiskorsimilarcoverageforyourwiththeadditionalinsured's own insurance; work"; this insurance is primary and we will not 2) Premises Rented To You seek contribution from that other insurance. That is fire, lightning or explosion insurance for Paragraphs (a) and (b) do not apply to otherpremisesrentedtoyouortemporarilyoccupiedinsurancetowhichtheadditionalinsuredhas by you with permission of the owner; been added as an additional insured. 3) Tenant Liability When this insurance is excess, we will have no That is insurance purchased by you to cover duty under Coverages A or B to defend the insured your liability as a tenant for "property damage" against any"suit" if any other insurer has a duty to to premises rented to you or temporarily defend the insured against that "suit". If no other occupied premises by you with permission of the owner;insurer defends, we will undertake to do so, but we 4) Aircraft,Auto Or Watercraft will be entitled to the insured's rights against all those other insurers. If the loss arises out of the maintenance or use When this insurance is excess over other of aircraft, "autos"or watercraft to the extent not insurance, we will pay only our share of the amount subject to Exclusion g. of Section I —Coverage of the loss, if any;that exceeds the sum of:A—Bodily Injury And Property Damage Liability;1) The total amount that all such other insurance 5) Property Damage to Borrowed Equipment Or would pay for the loss in the absence of thisUseOfElevatorsinsurance; and If the loss arises out of "property damage" to 2) The total of all deductible and self-insured borrowed equipment or the use of elevators to amounts under all that other insurance. the extent not subject to Exclusion j. of Section Coverage A - Bodily Injury And Property We will share the remaining loss, if any, with any Damage Liability;other insurance that is not described in this Excess Insurance provision and was not bought specifically6) When You Are Added As An Additional Insured To Other Insurance to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. Any other insurance available to you covering c. Method Of Sharing liability for damages arising out of the premises or operations, or products and completed If all of the other insurance permits contribution by operations, for which you have been added as equal shares, we will follow this method also. Under an additional insured by that insurance; or 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. Page 14 of 18 NG 00 01 06 05 If any of the other insurance does not permit insured will bring"suit" or transfer those rights to us contribution by equal shares, we will contribute by and help us enforce them. limits. Under this method, each insurer's share is b. Waiver Of Rights Of Recovery (Waiver Of based on the ratio of its applicable limit of Subrogation) insurance to the total applicable limits of insurance of all insurers.If the insured has waived any rights of recovery against any person or organization for all or part of 5. Premium Audit any payment, includingludin SupplementaryY9pplementary Payments, a. We will compute all premiums for this Coverage we have made under this Coverage Part, we also Part in accordance with our rules and rates. waive that right, provided the insured waived their b. Premium shown in this Coverage Part as advance rights of recovery against such person or premium is a deposit premium only. At the close of organization in a contract, agreement or permit thatpppywasexecutedpriortotheinjuryordamage.each audit period we will compute the earned p I ry g premium for that period and send notice to the first 9. When We Do Not Renew Named Insured. The due date for audit and If we decide not to renew this Coverage Part, we will retrospective premiums is the date shown as the mail or deliver to the first Named Insured shown in the due date on the bill. If the sum of the advance and Declarations written notice of the nonrenewal not less audit premiums paid for the policy period is greater than 30 days before the expiration date. than the earned premium, we will return the excess to the first Named Insured. If notice is mailed, proof of mailing will be sufficient proof of notice. c. The first Named Insured must keep records of the SECTION V—DEFINITIONSinformationweneedforpremiumcomputation, and i send us copies at such times as we may request. 1. "Advertisement" means the widespread public 6. Representations dissemination of information or images that has the purpose of inducing the sale of goods, products or a. When You Accept This Policy services through: By accepting this policy, you agree: a. (1) Radio; 1) The statements in the Declarations are accurate 2) Television; and complete; 3) Billboard; 2) Those statements are based upon representations you made to us; and 4) Magazine; 3) We have issued this policy in reliance upon your 5) Newspaper; or representations. b. Any other publication that is given widespread b. Unintentional Failure To Disclose Hazards public distribution. If unintentionally you should fail to disclose all However, "advertisement"does not include: hazards relating to the conduct of your business a. The design, printed material, information or images that exist at the inception date of this Coverage contained in, on or upon the packaging or labeling Part, we shall not deny coverage under this of any goods or products; or Coverage Part because of such failure.b. An interactive conversation between or among 7. Separation Of Insureds persons through a computer network. II Except with respect to the Limits of Insurance, and any 2. "Advertising idea" means any idea for an rights or duties specifically assigned in this Coverage advertisement". Part to the first Named Insured,this insurance applies: 3. "Asbestos hazard" means an exposure or threat of a. As if each Named Insured were the only Named exposure to the actual or alleged properties of Insured; and asbestos and includes the mere presence of asbestos b. Separately to each insured against whom claim is in any form. made or"suit"is brought. 4. "Auto"means a land motor vehicle,trailer or semitrailer 8. Transfer Of Rights Of Recovery Against Others To designed for travel on public roads, including any Us attached machinery or equipment. But"auto" does not a. Transfer of Rights Of Recovery include"mobile equipment". 5. "Bodily injury"means physical: if the insured has rights to recover all or part of any payment, including Supplementary Payments, we a. Injury; have made under this Coverage Part, those rights b. Sickness;or are transferred to us. The insured must do nothing c. Disease after loss to impair them. At our request, the sustained by a person and, if arising out of the above, mental anguish or death at any time. HG00010605 Page 15of18 6. "Coverage territory„means: rented to you or temporarily occupied by you with a. The United States of America (including its territories permission of the owner is subject to the Damage and possessions), Puerto Rico and Canada;to Premises Rented To You Limit described in b. International waters or airspace, but only if the Section III Limits of Insurance; injury or damage occurs in the course of travel or b. A sidetrack agreement; transportation between any places included in a. c. Any easement or license agreement, including an above; or easement or license agreement in connection with c. All other parts of the world if the injury or damage construction or demolition operations on or within arises out of: 50 feet of a railroad; brequired, asobligation,re1) Goods or products made or sold by you in the d. An obli g q Y ordinance, to territory described in a.above; indemnify a municipality, except in connection with work for a municipality;2) The activities of a person whose home is in the territory described in a. above, but is away for a e. An elevator maintenance agreement; short time on your business; or f. That part of any other contract or agreement 3) "Personal and advertising injury” offenses that pertaining to your business (including an take place through the Internet or similar indemnification of a municipality in connection with electronic means of communication work performed for a municipality) under which you assume the tort liability of another party to pay for provided the insured's responsibility to pay damages is bodily injury" or "property damage" to a third determined in the United States of America (including its person or organization, provided the "bodily injury" propertyandpossessions), Puerto Rico or Canada, in a suit" on the merits according to the substantive law in or roperty damage" is caused, in whole or In part, you territory or in a settlement we agree to. by You or by those acting on your behalf. Tort liability means a liability that would be imposed by 7. "Employee" includes a "leased worker". "Employee" law in the absence of any contract or agreement. does not include a"temporary worker".Paragraph f. includes that part of any contract or 8. "Employment-Related Practices"means: agreement that indemnifies a railroad for "bodily a. Refusal to employ a person;injury" or "property damage" arising out of construction or demolition operations, within 50 feet b. Termination of a person's employment; or of any railroad property and affecting any railroad c. Employment-related practices, policies, acts or bridge or trestle, tracks, road-beds, tunnel, omissions, such as coercion, demotion, evaluation, underpass or crossing. reassignment, discipline, defamation, harassment, However, Paragraph f. does not include that part of humiliation or discrimination directed at a person.any contract or agreement: 9. "Executive officer" means a person holding any of the 1) That indemnifies an architect, engineer or officer positions created by your charter, constitution, surveyor for injury or damage arising out of:by-laws or any other similar governing document. 10."Hostile fire"means one which becomes uncontrollable a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, or breaks out from where it was intended to be. reports, surveys, field orders, change orders 11."Impaired property" means tangible property, other or drawings and specifications; or than"your product"or"your work",that cannot be used b) Giving directions or instructions, or failing to or is less useful because: give them, if that is the primary cause of the a. It incorporates "your product" or"your work" that is injury or damage; or known or thought to be defective, deficient, 2) Under which the insured, if an architect, engineer inadequate or dangerous; or or surveyor, assumes liability for an injury or b. You have failed to fulfill the terms of a contract or damage arising out of the insured's rendering or agreement; failure to render professional services, including if such property can be restored to use by:those listed in (1) above and supervisory, a. The repair, replacement, adjustment or removal of inspection,architectural or engineering activities. your product"or"your work";or 13."Leased worker" means a person leased to you by a b. Your fulfilling the terms of the contract or agreement. labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to 12."Insured contract"means: the conduct of your business. "Leased worker" does a. A contract for a lease of premises. However, that not include a"temporary worker". portion of the contract for a lease of premises that 14."Loading or unloading"means the handling of property: indemnifies any person or organization for damage a. After it is moved from the place where it is accepted by fire, lightning or explosion to premises while for movement into or onto an aircraft, watercraft or auto"; Page 16 of 18 11G 00 01 06 05 b. While it is in or on an aircraft, watercraft or "auto"; 16."Occurrence"means an accident, including continuous or or repeated exposure to substantially the same general c. While it is being moved from an aircraft, watercraft harmful conditions. or"auto"to the place where it is finally delivered; 17.'Personal and advertising injury" means injury, but "loading or unloading" does not include the including consequential "bodily injury", arising out of movement of property by means of a mechanical one or more of the following offenses: device, other than a hand truck, that is not attached to a. False arrest, detention or imprisonment; the aircraft,watercraft or"auto". b. Malicious prosecution; 15."Mobile equipment" means any of the following types c. The wrongful eviction from, wrongful entry into, or of land vehicles, including any attached machinery or invasion of the right of private occupancy of a room, equipment: dwelling or premises that a person occupies, a. Bulldozers, farm machinery, forklifts and other committed by or on behalf of its owner, landlord or vehicles designed for use principally off public lessor; roads; d. Oral, written or electronic publication of material b. Vehicles maintained for use solely on or next to that slanders or libels a person or organization or premises you own or rent; disparages a person's or organization's goods, c. Vehicles that travel on crawler treads; products or services; d. Vehicles, whether self-propelled or not, maintained e. Oral, written or electronic publication of material primarily to provide mobility to permanently that violates a person's right of privacy; mounted: f. Copying, in your "advertisement", a person's or 1) Power cranes, shovels, loaders, diggers or organization's "advertising idea" or style of drills; or advertisement"; 2) Road construction or resurfacing equipment g. Infringement of copyright, slogan, or title of any such as graders, scrapers or rollers; literary or artistic work, in your"advertisement"; or e. Vehicles not described in a., b., c. or d. above that h. Discrimination or humiliation that results in injury to are not self-propelled and are maintained primarily the feelings or reputation of a natural person. to provide mobility to permanently attached 18."Pollutants" mean any solid, liquid, gaseous or thermal equipment of the following types: irritant or contaminant, including smoke, vapor, soot, 1) Air compressors, pumps and generators, fumes, acids, alkalis, chemicals and waste. Waste including spraying, welding, building cleaning, includes materials to be recycled, reconditioned or geophysical exploration, lighting and well reclaimed. servicing equipment;or 19."Products-completed operations hazard": 2) Cherry pickers and similar devices used to raise a. Includes all "bodily injury" and "property damage" or lower workers; occurring away from premises you own or rent and f. Vehicles not described in a., b., c. or d. above arising out of"your product"or"your work"except: maintained primarily for purposes other than the 1) Products that are still in your physical transportation of persons or cargo. possession;or 11 However, self-propelled vehicles with the following 2) Work that has not yet been completed or types of permanently attached equipment are not abandoned. However, "your work" will be mobile equipment"but will be considered "autos": deemed completed at the earliest of the 1) Equipment, of at least 1,000 pounds gross following times: vehicle weight,designed primarily for. a) When all of the work called for in your a) Snow removal; contract has been completed. b) Road maintenance, but not construction or b) When all of the work to be done at the job resurfacing;or site has been completed if your contract c} Street cleaning; calls for work at more than one job site. c) When that part of the work done at a job site 2) Cherry pickers and similar devices mounted on has been put to its intended use by any automobile or truck chassis and used to raise or person or organization other than another lower workers;and contractor or subcontractor working on the 3) Air compressors, pumps and generators, same project. including spraying, welding, building cleaning, Work that may need service, maintenance, geophysical exploration, lighting and well correction, repair or replacement, but which is servicing equipment.otherwise complete, will be treated as completed. HG 00 01 06 05 Page 17 of 18 b. Does not include "bodily injury" or "property 22."Temporary worker" means a person who is damage"arising out of: furnished to you to substitute for a permanent 1) The transportation of property, unless the employee" on leave or to meet seasonal or short- injury or damage arises out of a condition in or term workload conditions. on a vehicle not owned or operated by you, 23."Volunteer worker"means a person who and that condition was created by the "loading a. Is not your"employee"; or unloading"of that vehicle by any insured; b. Donates his or her work; 2) The existence of tools, uninstalled equipment or abandoned or unused materials; or c. Acts at the direction of and within the scope of 3) Products or operations for which the duties determined by you; and classification, listed in the Declarations or in a d. Is not paid a fee, salary or other compensation by policy schedule, states that products-you or anyone else for their work performed for completed operations are subject to the you. General Aggregate Limit. 24."Your product": 20."Property damage"means: a. Means: a. Physical injury to tangible property, including all 1) Any goods or products, other than real resulting loss of use of that property. All such loss property, manufactured, sold, handled, of use shall be deemed to occur at the time of the distributed or disposed of by: physical injury that caused it; or a) You; b. Loss of use of tangible property that is not b) Others trading under your name; or physically injured. All such loss of use shall be c) A person or organization whose businessdeemedtooccuratthetimeofthe "occurrence" or assets you have acquired; andthatcausedit. As used in this definition, computerized or 2) Containers (other than vehicles), materials, electronically stored data, programs or software are parts or equipment furnished in connection not tangible property. Electronic data means with such goods or products. information,facts or programs: b. Includes a. Stored as or on; 1) Warranties or representations made at any b. Created or used on; or time with respect to the fitness, quality, c. Transmitted to or from; durability, performance or use of "your product";and computer software, including systems and 2) The providing of or failure to provide warnings applications software, hard or floppy disks, CD- or instructions. ROMS, tapes, drives, cells, data processing devices c. Does not include vending machines or otheroranyothermediawhichareusedwithelectronically controlled equipment. property rented to or located for the use of others but not sold. 21."Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or 25."Your work": personal and advertising injury" to which this a. Means: insurance applies are alleged. "Suit"includes: 1) Work or operations performed by you or on a. An arbitration proceeding in which such damages your behalf; and are claimed and to which the insured must submit 2) Materials, parts or equipment furnished in or does submit with our consent; or connection with such work or operations. b. Any other alternative dispute resolution b. Includes proceeding in which such damages are claimed 1) Warranties or representations made at anyandtowhichtheinsuredsubmitswithour consent. time with respect to the fitness, quality, durability, performance or use of "your work", and 2) The providing of or failure to provide warnings or instructions. Page 18 of 18 HG 00 01 06 05 COMMERCIAL AUTOMOBILE Policy Number: 42UUNRB0752 HA 99 16 03 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED d. Any "employee" of yours while using a A. Subsidiaries and Newly Acquired or covered "auto" you don't own, hire or Formed Organizations borrow in your business or your The Named Insured shown in the personal affairs. Declarations is amended to include: C. Lessors as Insureds 1) Any legal business entity other than a Paragraph A.1. -WHO IS AN INSURED - of partnership or joint venture, formed as a Section II - Liability Coverage is amended to subsidiary in which you have an add: ownership interest of more than 50% on e. The lessor of a covered "auto" while the the effective date of the Coverage Form.auto" is leased to you under a written However, the Named Insured does not agreement if: include any subsidiary that is an insured" under any other automobile 1) The agreement requires you to policy or would be an "insured" under provide direct primary insurance for such a policy but for its termination or the lessor and the exhaustion of its Limit of Insurance. 2) The"auto" is leased without a driver. 2) Any organization that is acquired or Such a leased "auto" will be considered a formed by you and over which you covered "auto" you own and not a covered maintain majority ownership. However, auto"you hire. the Named Insured does not include any D. A}Ijpj1Ijrpjf0416j0C 't1)01 newly formed or acquired organization: 1) Paragraph A.1. - WHO IS AN INSURED a) That is a partnership or joint of Section II - Liability Coverage is venture, amended to add: b) That is an "insured" under any other f. When you have agreed, in a written policy, contract or written agreement, that a c) That has exhausted its Limit of person or organization be added as Insurance under any other policy, or an additional insured on your d) 180 days or more after its business auto policy, such person or acquisition or formation by you, organization is an"insured", but only unless you have given us notice of to the extent such person or the acquisition or formation.organization is liable for "bodily Coverage does not apply to "bodily injury" or "property damage" caused injury" or "property damage"that results by the conduct of an "insured" under from an "accident" that occurred before paragraphs a. or b. of Who Is An you formed or acquired the organization. Insured with regard to the B. Employees as Insureds ownership, maintenance or use of a covered"auto." Paragraph A.1. -WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc.,with its permission.) Page 1 of 5 The insurance afforded to any such E. Pr101*)jr) a)i)d) N)o)Contributory if additional insured applies only if the Required by Contract bodily injury" or "property damage" Only with respect to insurance provided to occurs: an additional insured in 1.D. - Additional 1) During the policy period, and Insured If Required by Contract, the 2) Subsequent to the execution of such following provisions apply: written contract, and 3) Primary Insurance When Required By 3) Prior to the expiration of the period Contract of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured. agreement that this insurance be 2) How Limits Apply primary. If other insurance is also primary, we will share with all that otherIfyouhaveagreedinawrittencontract insurance by the method described in or written agreement that another Other Insurance 5.d. person or organization be added as an additional insured on your policy, the 4) Primary And Non-Contributory To Other most we will pay on behalf of such Insurance When Required By Contract additional insured is the lesser of: If you have agreed in a written contract a) The limits of insurance specified in or written agreement that this insurance the written contract or written is primary and non-contributory with the agreement; or additional insured's own insurance, this b) The Limits of Insurance shown in insurance is primary and we will not the Declarations. seek contribution from that other insurance. Such amount shall be a part of and not Paragraphs (3) and (4) do not apply to otherinadditiontoLimitsofInsuranceshowninsurancetowhichtheadditionalinsured in the Declarations and described in this has been added as an additional insured. Section. When this insurance is excess, we will have no 3) Additional Insureds Other Insurance duty to defend the insured against any "suit" if If we cover a claim or "suit" under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit". If no other insurer by other insurance available to an defends, we will undertake to do so, but we will additional insured, such additional be entitled to the insured's rights against all insured must submit such claim or "suit" those other insurers. to the other insurer for defense and When this insurance is excess over other indemnity. insurance, we will pay only our share of the However, this provision does not apply amount of the loss, if any, that exceeds the sum to the extent that you have agreed in a of: written contract or written agreement 1) The total amount that all such other that this insurance is primary and non- insurance would pay for the loss in the contributory with the additional insured's absence of this insurance; and own insurance. 2) The total of all deductible and self-insured 4) Duties in The Event Of Accident, Claim, amounts under all that other insurance. Suit or Loss If you have agreed in a written contract We will share the remaining loss, if any, by the method described in Other Insurance 5.d. or written agreement that another person or organization be added as an 2. AUTOS RENTED BY EMPLOYEES additional insured on your policy, the Any "auto" hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an"auto"you hire. CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT, CLAIM , SUIT by adding the following: OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 2 of 5 If an "employee's" personal insurance also 5. PHYSICAL DAMAGE - ADDITIONAL applies on an excess basis to a covered "auto" TEMPORARY TRANSPORTATION EXPENSE hired or rented by your "employee" on your COVERAGE behalf and at your direction, this insurance will Paragraph A.4.a. of SECTION III - PHYSICAL be primary to the "employee's" personal DAMAGE COVERAGE is amended to provide a insurance. limit of $50 per day and a maximum limit of 3. AMENDED FELLOW EMPLOYEE EXCLUSION 1,000. EXCLUSION 5. - FELLOW EMPLOYEE - of 6. LOAN/LEASE GAP COVERAGE SECTION II - LIABILITY COVERAGE does not Under SECTION III - PHYSICAL DAMAGE apply if you have workers' compensation COVERAGE, in the event of a total "loss" to a insurance in-force covering all of your covered "auto", we will pay your additional legal employees". obligation for any difference between the actual Coverage is excess over any other collectible cash value of the "auto" at the time of the "loss" insurance. and the"outstanding balance"of the loan/lease. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE Outstanding balance" means the amount you If hired "autos" are covered "autos" for Liability owe on the loan/lease at the time of "loss" less Coverage and if Comprehensive, Specified any amounts representing taxes; overdue Causes of Loss, or Collision coverages are payments; penalties, interest or charges provided under this Coverage Form for any resulting from overdue payments; additional auto" you own, then the Physical Damage mileage charges; excess wear and tear charges; Coverages provided are extended to "autos"you lease termination fees; security deposits not hire or borrow, subject to the following limit. returned by the lessor; costs for extended The most we will pay for "loss" to any hired warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or auto" is: lease; and carry-over balances from previous 1) $100,000;loans or leases. 2) The actual cash value of the damaged or 7. AIRBAG COVERAGE stolen property at the time of the"loss"; or Under Paragraph B. EXCLUSIONS - of 3) The cost of repairing or replacing the SECTION III - PHYSICAL DAMAGE damaged or stolen property, COVERAGE, the following is added: whichever is smallest, minus a deductible. The The exclusion relating to mechanical breakdown deductible will be equal to the largest deductible does not apply to the accidental discharge of an applicable to any owned "auto" for that airbag. coverage. No deductible applies to"loss"caused 8. ELECTRONIC EQUIPMENT - BROADENED by fire or lightning. Hired Auto Physical Damage COVERAGE coverage is excess over any other collectible insurance. Subject to the above limit, deductible a. The exceptions to Paragraphs B.4 - and excess provisions, we will provide coverage EXCLUSIONS - of SECTION III - PHYSICAL equal to the broadest coverage applicable to any DAMAGE COVERAGE are replaced by the covered"auto"you own. following: We will also cover loss of use of the hired "auto" Exclusions 4.c. and 4.d. do not apply to if it results from an "accident", you are legally equipment designed to be operated solely liable and the lessor incurs an actual financial by use of the power from the "auto's" loss, subject to a maximum of $1000 per electrical system that, at the time of"loss", accident". is: This extension of coverage does not apply to 1) Permanently installed in or upon any "auto" you hire or borrow from any of your the covered "auto"; employees", partners (if you are a partnership), 2) Removable from a housing unit members (if you are a limited liability company), which is permanently installed in or members of their households. or upon the covered "auto"; 3) An integral part of the same unit housing any electronic equipment described in Paragraphs(1)and (2)above; or 2011,The Hartford(Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc.,with its permission.) Page 3 of 5 4) Necessary for the normal If another Hartford Financial Services Group, operation of the covered "auto"or Inc. company policy or coverage form that is not the monitoring of the covered an automobile policy or coverage form applies to auto's"operating system. the same "accident", the following applies: b.Section III — Version CA 00 01 03 10 of the 1) If the deductible under this Business Auto Business Auto Coverage Form, Physical Coverage Form is the smaller (or smallest) Damage Coverage, Limit of Insurance, deductible, it will be waived; Paragraph C.2 and Version CA 00 01 10 01 of 2) If the deductible under this Business Auto the Business Auto Coverage Form, Physical Coverage Form is not the smaller (or Damage Coverage, Limit of Insurance, smallest) deductible, it will be reduced by Paragraph C are each amended to add the the amount of the smaller (or smallest) following: deductible. 1,500 is the most we will pay for"loss" in 12. AMENDED DUTIES IN THE EVENT OF any one "accident" to all electronic ACCIDENT, CLAIM, SUIT OR LOSS equipment (other than equipment designed solely for the reproduction of sound, and The requirement in LOSS CONDITIONS 2.a. - accessories used with such equipment) DUTIES IN THE EVENT OF ACCIDENT,CLAIM, that reproduces, receives or transmits SUIT OR LOSS - of SECTION IV - BUSINESS audio, visual or data signals which, at the AUTO CONDITIONS that you must notify us of time of"loss", is an "accident" applies only when the "accident" is known to: 1) Permanently installed in or upon the covered "auto" in a housing, 1) You, if you are an individual; opening or other location that is not 2) A partner, if you are a partnership; normally used by the "auto" 3) A member, if you are a limited liability manufacturer for the installation of company; or such equipment; 4) An executive officer or insurance manager, if 2) Removable from a permanently you are a corporation. installed housing unit as described 13. UNINTENTIONAL FAILURE TO DISCLOSE in Paragraph 2.a. above or is an HAZARDS integral part of that equipment; or 3)An integral part of such equipment. If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we c.For each covered "auto", should loss be limited will not deny coverage under this Coverage to electronic equipment only, our obligation to Form because of such failure. pay for, repair, return or replace damaged or 14. HIRED AUTO -COVERAGE TERRITORY stolen electronic equipment will be reduced by the applicable deductible shown in the Paragraph e. of GENERAL CONDITIONS 7. - Declarations, or $250, whichever deductible is POLICY PERIOD, COVERAGE TERRITORY - less. of SECTION IV - BUSINESS AUTO 9. EXTRA EXPENSE - BROADENED CONDITIONS is replaced by the following: COVERAGE e. For short-term hired "autos", the coverage Under Paragraph A. -COVERAGE-of SECTION territory with respect to Liability Coverage is III - PHYSICAL DAMAGE COVERAGE, we will anywhere in the world provided that if the pay for the expense of returning a stolen covered insured's" responsibility to pay damages for auto"to you. bodily injury" or "property damage" is determined in a "suit,"the "suit" is brought in 10. GLASS REPAIR-WAIVER OF DEDUCTIBLE the United States of America, the territories Under Paragraph D.-DEDUCTIBLE-of SECTION and possessions of the United States of III - PHYSICAL DAMAGE COVERAGE, the America, Puerto Rico or Canada or in a following is added: settlement we agree to. No deductible applies to glass damage if the 15. WAIVER OF SUBROGATION glass is repaired rather than replaced. TRANSFER OF RIGHTS OF RECOVERY 11. TWO OR MORE DEDUCTIBLES AGAINST OTHERS TO US - of SECTION IV - Under Paragraph D.-DEDUCTIBLE-of SECTION BUSINESS AUTO CONDITIONS is amended by III - PHYSICAL DAMAGE COVERAGE, the adding the following: following is added: 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc.,with its permission.) Page 4 of 5 We waive any right of recovery we may have c.Regardless of the number of autos deemed a against any person or organization with whom total loss, the most we will pay under this you have a written contract that requires such Hybrid, Electric, or Natural Gas Vehicle waiver because of payments we make for Payment Coverage provision for any one damages under this Coverage Form. loss" is$10,000. 16. RESULTANT MENTAL ANGUISH COVERAGE For the purposes of the coverage provision, The definition of "bodily injury" in SECTION V- a.A "non-hybrid" auto is defined as an auto that DEFINITIONS is replaced by the following:uses only an internal combustion engine to Bodily injury" means bodily injury, sickness or move the auto but does not include autos disease sustained by any person, including powered solely by electricity or natural gas. mental anguish or death resulting from any of b.A "hybrid" auto is defined as an auto with an these. internal combustion engine and one or more 17. EXTENDED CANCELLATION CONDITION electric motors; and that uses the internal Paragraph 2. of the COMMON POLICY combustion engine and one or more electric CONDITIONS - CANCELLATION applies motors to move the auto, or the internal combustion engine to charge one or more except as follows: electric motors, which move the auto. If we cancel for any reason other than 19. VEHICLE WRAP COVERAGE nonpayment of premium, we will mail or deliver to the first Named Insured written notice of In the event of a total loss to an "auto"for which cancellation at least 60 days before the effective Comprehensive, Specified Causes of Loss, or date of cancellation. Collision coverages are provided under this 18. HYBRID, ELECTRIC, OR NATURAL GAS Coverage Form, then such Physical Damage VEHICLE PAYMENT COVERAGE Coverages are amended to add the following: In addition to the actual cash value of the "auto", In the event of a total loss to a "non-hybrid" auto we will pay up to $1,000 for vinyl vehicle wrapsforwhichComprehensive, Specified Causes of which are displayed on the covered "auto" at the Loss, or Collision coverages are provided under time of total loss. Regardless of the number of this Coverage Form, then such Physical autos deemed a total loss, the most we will payDamageCoveragesareamendedasfollows: under this Vehicle Wrap Coverage provision for a.If the auto is replaced with a "hybrid" auto or any one "loss" is $5,000. For purposes of this an auto powered solely by electricity or natural coverage provision, signs or other graphics gas, we will pay an additional 10%, to a painted or magnetically affixed to the vehicle are maximum of$2,500, of the "non-hybrid" auto's not considered vehicle wraps. actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of"loss," 2011,The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc.,with its permission.) Page 5 of 5 y THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED AND RIGHTS OF RECOVERY AGAINST OTHERS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Any person or organization whom you are required by contract to name as additional insured is an "insured" for LIABILITY COVERAGE but only to the extent that person or organizat ion qualifies as an "insured" under the WHO IS AN INSURED provision of Section II - LIABILITY COVERAGE. B. For any person or organization for whom you are required by contract to provide a waiver of subrogation, the Loss Condition -TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US is applicable. Form HA 99 13 01 87 Printed in U.S.A. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 42 WE CG2195 Endorsement Number: Effective Date: 07/18/15 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: WALLACE ROBERTS & TODD, LLC 1700 MARKET ST FL 28 PHILADELPHIA, PA 19103 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description ANY PERSON OR ORGANIZATION ARCHITECTS FROM WHOM YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER OF RIGHTS FROM US Countersigned by Authorized Representative Form WC 04 03 06 1) Printed in U.S.A. Process Date: 07/21/15 Policy Expiration Date: 07/18/16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional If notice is mailed, proof of mailing to the last knownConditions: mailing address of the certificate holder(s) on file with A. If this policy is cancelled by the Company, other the agent of record or the Company will be sufficient than for nonpayment of premium, notice of such proof of notice. cancellation will be provided at least thirty (30) Any notification rights provided by this endorsementdaysinadvanceofthecancellationeffectivedateapplyonlytoactivecertificateholder(s) who were to the certificate holder(s) with mailing addresses issued a certificate of insurance applicable to this on file with the agent of record or the Company. policy's term. B. If this policy is cancelled by the Company for Failure to provide such notice to the certificate nonpayment of premium, or by the insured, notice holder(s) will not amend or extend the date the of such cancellation will be provided within (10) cancellation becomes effective, nor will it negate days of the cancellation effective date to the cancellation of the policy. Failure to send notice shall certificate holder(s) with mailing addresses on file impose no liability of any kind upon the Company or its with the agent of record or the Company. agents or representatives. Form IH 03 13 06 11 Page 1 of 1 2011, The Hartford