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HomeMy WebLinkAbout2019-10-09 e-packet@6:00Wednesday, October 9, 2019 6:00 PM City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA Municipal Services Building, Council Chambers 33 Arroyo Drive, South San Francisco, CA Special City Council Special Meeting Agenda October 9, 2019Special City Council Special Meeting Agenda NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the State of California, the City Council of the City of South San Francisco will hold a Special Meeting on Wednesday, October 9, 2019, at 6:00 p.m., in the City Council Chambers, Municipal Services Building, 33 Arroyo Drive, South San Francisco, California. Purpose of the meeting: Call to Order. Roll Call. Agenda Review. Public Comments - comments are limited to items on the Special Meeting Agenda. ADMINISTRATIVE BUSINESS Report regarding a resolution approving a Professional Services Agreement with Precision Concrete Cutting for a citywide sidewalk, street sign, and signal pole assessment and inventory, not to exceed $263,277 and authorizing the City Manager to execute the Professional Services Agreement. (Sarah Henricks, Management Analyst II) 1. Resolution approving a Professional Services Agreement with Precision Concrete Cutting for a citywide sidewalk, street sign, and signal pole assessment and inventory, not to exceed $263,277 and authorizing the City Manager to execute the Professional Services Agreement. 1a. Report regarding two resolutions approving two (total) Outside Sewer Service Agreements, one each with the owners of parcels at 382 and 386 Dorado Way (APN # 013-124-010 and -020), and authorizing the City Manager to execute the agreements for recordation. (Sharon Ranals, Assistant City Manager/Jason Hallare, Associate Civil Engineer) 2. Resolution approving an Outside Sewer Service Agreement with the property owner of 382 Dorado Way (APN # 013-124-010), and authorizing the City Manager to execute the agreement for recordation. 2a. Resolution approving an Outside Sewer Service Agreement with the property owners of 386 Dorado Way (APN # 013-124-020), and authorizing the City Manager to execute the agreement for recordation. 2b. Page 2 City of South San Francisco Printed on 12/26/2019 October 9, 2019Special City Council Special Meeting Agenda CLOSED SESSION Closed Session: Conference with Real Property Negotiators (Pursuant to Government Code Section 54956.8) Properties: 432 Baden Avenue (APN 012-321-160) City Negotiators: Deanna Talavera and Nell Selander Negotiating Parties: City of South San Francisco and Sierra Investment Group Under Negotiation: Review of Price and Terms 3. Adjournment. Page 3 City of South San Francisco Printed on 12/26/2019 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:19-689 Agenda Date:10/9/2019 Version:1 Item #:1. Report regarding a resolution approving a Professional Services Agreement with Precision Concrete Cutting for a citywide sidewalk,street sign,and signal pole assessment and inventory,not to exceed $263,277 and authorizing the City Manager to execute the Professional Services Agreement.(Sarah Henricks,Management Analyst II) RECOMMENDATION Staff recommends that the City Council adopt a resolution approving a Services Agreement with Precision Concrete Cutting to conduct a citywide sidewalk,street sign,and signal pole assessment and inventory,not to exceed $263,277 and authorizing the City Manager to execute the Professional Services Agreement. BACKGROUND/DISCUSSION Sidewalks are vital components of a livable,safe community.To foster such a community,it is essential that the City of South San Francisco maintain its existing sidewalks and address safety issues like cracks,holes, displacements,or other disturbances to the sidewalk caused by a variety of disruptions such as ground settlement or tree root growth.In addition to maintaining existing sidewalks,identifying gaps and deficiencies aids the City in creating a pedestrian-friendly community. Developing an inventory of the sidewalk system within the City of South San Francisco,including an assessment of any damages,will aid the Public Works Department in determining which portions of sidewalk are the City’s responsibility and will enable the department to prioritize those repairs.Currently,the City of South San Francisco policy adheres to California Streets and Highways Code,Chapter 22,Section 5600-5630, which indicates that the responsibility for the general condition of sidewalks and curbs rests with the abutting property owners,but makes certain exceptions for situations where the damage is determined to be caused by roots from trees in the City right-of-way,or from City-owned facilities,where the City will take on the responsibility for sidewalk or curb and gutter repair. Establishing the inventory and prioritization methods will also enable the City to address more swiftly potential trip hazards,reducing the potential for liability in the event of an injury.Similarly,an inventory and assessment lays the groundwork for the development of a Sidewalk Improvement Assistance Program by identifying existing sidewalk locations,establishing a baseline of the sidewalk’s condition,and notifying the City and responsible property owners of sidewalk locations that are in need of repair.Having this information will assist in developing a more realistic and sustainable Assistance Program,because it alerts staff to the potential scope of repairs needed. In addition to a sidewalk assessment,the City Council has requested an inventory of all street signs in the City, to understand better which signs may need replacement.Finally,the City is also in need of traffic signal pole assessment and inventory and a streetlight pole assessment.An inventory of the streetlight poles already exists. Assessing these poles provides information to staff on their condition,allowing for preventative maintenance, repairs, and replacement to occur, as needed. The City desires a consultant to inventory and assess all sidewalks and curb ramps for safety and ADACity of South San Francisco Printed on 10/10/2019Page 1 of 2 powered by Legistar™ File #:19-689 Agenda Date:10/9/2019 Version:1 Item #:1. The City desires a consultant to inventory and assess all sidewalks and curb ramps for safety and ADA compliance for the entire roadway network;all street signs;all traffic signal poles;to assess all streetlight poles; and to create a GIS compatible report identifying potential hazards,damage,or areas for replacement on each of these infrastructure components. Staff reached out to five companies specializing in sidewalk or utility pole testing to gather proposals and cost estimates for a city-wide assessment and inventory.Of the responses received,Precision Concrete Cutting provided the proposal that most efficiently captures the scope of the project and the level of detail needed by the City to assess these infrastructure elements. The Precision Concrete Cutting proposal is included as Attachment 1. FISCAL IMPACT There is sufficient funding in the existing CIP allocations for projects that will directly benefit from this inventory and assessment, and there are no additional costs associated with this project. RELATIONSHIP TO STRATEGIC PLAN This project is related to Quality of Life,Initiative 2.2 -Excellent bike paths,pedestrian ways,and multi-modal transportation options,Initiative 2.8 -Improve blight around the City,and Initiative 2.9 -Establish Sidewalk Improvement Assistance Program of the Strategic Plan. CONCLUSION Staff recommends adopting a resolution approving a Professional Services Agreement with Precision Concrete Cutting for a citywide sidewalk,street sign,and signal pole assessment and inventory,not to exceed $263,277 and authorizing the City Manager to execute the Professional Services Agreement. Attachment: Precision Concrete Cutting proposal City of South San Francisco Printed on 10/10/2019Page 2 of 2 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:19-690 Agenda Date:10/9/2019 Version:1 Item #:1a. Resolution approving a Professional Services Agreement with Precision Concrete Cutting for a citywide sidewalk, street sign, and signal pole assessment and inventory, not to exceed $263,277 and authorizing the City Manager to execute the Professional Services Agreement. WHEREAS, sidewalks are vital components of a livable, safe community; and WHEREAS, maintenance of sidewalks and addressing safety issues is essential to ensuring such a community; and WHEREAS, identification of gaps and deficiencies aids the City in creating a pedestrian-friendly community and enables the City to prioritize areas of the sidewalk system that require repair and notify property owners of their responsibility to maintain their respective section of the sidewalk; and WHEREAS, establishing an inventory and prioritization methods can improve the City’s ability to more swiftly address potential hazards and reduce the potential for liability; and WHEREAS, in addition to a sidewalk inventory and assessment, the City seeks an inventory and assessment of its traffic signal poles and street signs and an assessment of its streetlight poles; and WHEREAS, the inventory and assessment of the traffic signal poles, street signs, and streetlight poles will also aid the City in identifying potential hazards, damage, and opportunities for replacement, reducing potential for liability; and WHEREAS, City staff solicited quotes and written proposals from five companies specializing in sidewalk or utility pole testing to gather proposals and cost estimates for a city-wide assessment and inventory; WHEREAS,of the proposals received,Precision Concrete Cutting provided a comprehensive proposal for the inventory and assessment of the City’s sidewalks,traffic signal poles,street signs,and streetlight poles,that most efficiently captured the scope of the project and the level of detail needed by the City to assess these infrastructure elements; and WHEREAS, the inventory and assessments described in the Precision Concrete Cutting proposal will benefit multiple ongoing City projects; and WHEREAS, Precision Concrete Cutting possesses the expertise and qualifications necessary to conduct the inventory and assessment of the specified City infrastructure; and WHEREAS, there is sufficient funding in the existing CIP allocations for projects that will directly benefit from City of South San Francisco Printed on 10/10/2019Page 1 of 2 powered by Legistar™ File #:19-690 Agenda Date:10/9/2019 Version:1 Item #:1a. this inventory and assessment, and there are no additional costs associated with this project; and WHEREAS, staff recommends that the City Council approve a Professional Services Agreement between the City of South San Francisco and Precision Concrete Cutting to conduct the inventories and assessments for an amount not to exceed $263,277. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco does hereby take the following action: 1.Approves the Professional Services Agreement,attached herein as Exhibit A,with Precision Concrete Cutting in an amount not to exceed $263,277,conditioned on Precision Concrete Cutting’s timely execution of the Professional Services Agreement and submission of all required documents,including but not limited to, certificates of insurance and endorsements. 2.Authorizes the City Manager to execute the Professional Services Agreement in substantially the same form as that in Exhibit A,and any other related documents on behalf of the City,upon timely submission by Precision Concrete Cutting’s signed agreement and all other documents,subject to approval as to form by the City Attorney. 3.Authorizes the City Manager to take any other actions necessary to carry out the intent of this resolution. Exhibit A: DRAFT Professional Services Agreement. ***** City of South San Francisco Printed on 10/10/2019Page 2 of 2 powered by Legistar™ DRAFT Consulting Services Agreement between [Rev:11.14.2016] 08/06/2019 City of South San Francisco and Precision Concrete Cutting Page 1 of 16 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND PRECISION CONCRETE CUTTING THIS AGREEMENT for consulting services is made by and between the City of South San Francisco (“City”) and Precision Concrete Cutting (“Consultant”) (together sometimes referred to as the “Parties”) as of October 15, 2019 (the “Effective Date”). 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, attached hereto and incorporated herein, 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 Effective Date and shall end on October 15, 2020, 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 Sections 1.1 and 1.2 above and to satisfy Consultant’s obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $263,277 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 or compensation schedule, 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. DRAFT Consulting Services Agreement between [Rev:11.14.2016] 08/06/2019 City of South San Francisco and Precision Concrete Cutting Page 2 of 16 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 per 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 eight hundred (800) hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; The amount and purpose of actual expenditures for which reimbursement is sought; 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 thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. City shall have no obligation to pay invoices submitted ninety (90) days past the performance of work or incurrence of cost. 2.3 Final Payment. City shall pay the last ten percent (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. DRAFT Consulting Services Agreement between [Rev:11.14.2016] 08/06/2019 City of South San Francisco and Precision Concrete Cutting Page 3 of 16 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. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto and incorporated herein as Exhibit B. 2.6 Payment of Taxes, Tax Withholding. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. To be exempt from tax withholding, Consultant must provide City with a valid California Franchise Tax Board form 590 (“Form 590”), as may be amended and such Form 590 shall be attached hereto and incorporated herein as Exhibit C. Unless Consultant provides City with a valid Form 590 or other valid, written evidence of an exemption or waiver from withholding, City may withhold California taxes from payments to Consultant as required by law. Consultant shall obtain, and maintain on file for three (3) years after the termination of this Agreement, Form 590s (or other written evidence of exemptions or waivers) from all subcontractors. Consultant accepts sole responsibility for withholding taxes from any non- California resident subcontractor and shall submit written documentation of compliance with Consultant’s withholding duty to City upon request. . 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. 2.9 Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of laborers, workmen, or mechanics on the work contemplated by this Agreement, shall be not less than the prevailing rate for a day’s work in the same trade or occupation in the locality within the state where the work hereby contemplates to be performed as determined by the Director of Industrial Relations pursuant to the Director’s authority under Labor Code Section 1770, et seq. Each laborer, worker or mechanic employed by DRAFT Consulting Services Agreement between [Rev:11.14.2016] 08/06/2019 City of South San Francisco and Precision Concrete Cutting Page 4 of 16 Consultant or by any subcontractor shall receive the wages herein provided for. The Consultant shall pay two hundred dollars ($200), or whatever amount may be set by Labor Code Section 1775, as may be amended, per day penalty for each worker paid less than prevailing rate of per diem wages. The difference between the prevailing rate of per diem wages and the wage paid to each worker shall be paid by the Consultant to each worker. An error on the part of an awarding body does not relieve the Consultant from responsibility for payment of the prevailing rate of per diem wages and penalties pursuant to Labor Code Sections 1770 1775. The City will not recognize any claim for additional compensation because of the payment by the Consultant for any wage rate in excess of prevailing wage rate set forth. The possibility of wage increases is one of the elements to be considered by the Consultant. a.Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, the Consultant shall post at appropriate conspicuous points at the site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers and mechanics to be engaged in work on the project under this contract and all deductions, if any, required by law to be made from unpaid wages actually earned by the laborers and mechanics so engaged. b.Payroll Records. Each Consultant and subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the Consultant in connection with the public work. Such records shall be certified and submitted weekly as required by Labor Code Section 1776.” 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, unless otherwise specified below, shall procure the types and amounts of insurance listed below 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. Consistent with the following provisions, Consultant shall DRAFT Consulting Services Agreement between [Rev:11.14.2016] 08/06/2019 City of South San Francisco and Precision Concrete Cutting Page 5 of 16 provide Certificates of Insurance, attached hereto and incorporated herein as Exhibit B, indicating that Consultant has obtained or currently maintains 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). 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) 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 (as defined in Section 10.9). 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. 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 there from, 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 or GL 0002 (most recent editions) 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. No endorsement shall be attached limiting the coverage. DRAFT Consulting Services Agreement between [Rev:11.14.2016] 08/06/2019 City of South San Francisco and Precision Concrete Cutting Page 6 of 16 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a.The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b.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. 4.3 Professional Liability Insurance. 4.3.1 General requirements. 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. Any deductible or self-insured retention shall not exceed ONE HUNDRED FIFTY THOUSAND DOLLARS $150,000 per claim. 4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is 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 (5) 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 (5) 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. DRAFT Consulting Services Agreement between [Rev:11.14.2016] 08/06/2019 City of South San Francisco and Precision Concrete Cutting Page 7 of 16 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all policies delivered to Consultant by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Notice of Reduction in or Cancellation of Coverage. A certified endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be suspended, voided, canceled by either party, or 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. In the event that any coverage required by this section is reduced, limited, cancelled, 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 ten (10) working days after Consultant is notified of the change in coverage. 4.4.4 Additional insured; primary insurance. 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, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant in the course of providing services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. A certified endorsement must be attached to all policies stating 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. 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. Further, if the Consultant’s insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self- insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self- DRAFT Consulting Services Agreement between [Rev:11.14.2016] 08/06/2019 City of South San Francisco and Precision Concrete Cutting Page 8 of 16 insured retention required to be paid as a precondition to the insurer’s liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self-insured retention and also must disclose the deductible. 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 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.7 Wasting Policy. No insurance policy required by Section 4 shall include a “wasting” policy limit. 4.4.8 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City’s interests are otherwise fully protected. 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: a.Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; b.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 c.Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. To the fullest extent permitted by law, 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 DRAFT Consulting Services Agreement between [Rev:11.14.2016] 08/06/2019 City of South San Francisco and Precision Concrete Cutting Page 9 of 16 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 gross 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 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 or to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. DRAFT Consulting Services Agreement between [Rev:11.14.2016] 08/06/2019 City of South San Francisco and Precision Concrete Cutting Page 10 of 16 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, including from City, of what-so-ever 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 for cause upon 30 days’ written notice to City and shall include in such notice the reasons for cancellation. DRAFT Consulting Services Agreement between [Rev:11.14.2016] 08/06/2019 City of South San Francisco and Precision Concrete Cutting Page 11 of 16 In the event of termination, Consultant shall be entitled to compensation for services performed to the date of notice of termination; City, however, may condition payment of such compensation upon Consultant delivering to City all materials described in Section 9.1. 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 assign or 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 include, 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 DRAFT Consulting Services Agreement between [Rev:11.14.2016] 08/06/2019 City of South San Francisco and Precision Concrete Cutting Page 12 of 16 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 unless required by law. 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. 9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals. All responses to a Request for Proposals (RFP) or invitation to bid issued by the City become the exclusive property of the City. At such time as the City selects a bid, all proposals received become a matter of public record, and shall be regarded as public records, with the exception of those elements in each proposal that are defined by Consultant and plainly marked as “Confidential,” "Business Secret" or “Trade Secret." The City shall not be liable or in any way responsible for the disclosure of any such proposal or portions thereof, if Consultant has not plainly marked it as a "Trade Secret" or "Business Secret," or if disclosure is required under the Public Records Act. DRAFT Consulting Services Agreement between [Rev:11.14.2016] 08/06/2019 City of South San Francisco and Precision Concrete Cutting Page 13 of 16 Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information that a prospective bidder submits is a trade secret. If a request is made for information marked "Trade Secret" or "Business Secret," and the requester takes legal action seeking release of the materials it believes does not constitute trade secret information, by submitting a proposal, Consultant agrees to indemnify, defend and hold harmless the City, its agents and employees, from any judgment, fines, penalties, and award of attorneys fees awarded against the City in favor of the party requesting the information, and any and all costs connected with that defense. This obligation to indemnify survives the City's award of the contract. Consultant agrees that this indemnification survives as long as the trade secret information is in the City's possession, which includes a minimum retention period for such documents. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including arbitration or 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 San Mateo 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 DRAFT Consulting Services Agreement between [Rev:11.14.2016] 08/06/2019 City of South San Francisco and Precision Concrete Cutting Page 14 of 16 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 (12) 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. 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 Louis Langi ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if transmitted by telecopy, if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows: Consultant: Precision Concrete Cutting 335 Beach Road Burlingame, CA 94010 City: City Clerk City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 DRAFT Consulting Services Agreement between [Rev:11.14.2016] 08/06/2019 City of South San Francisco and Precision Concrete Cutting Page 15 of 16 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 all Exhibits attached hereto, and incorporated herein, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral pertaining to the matters herein. 10.13 Counterparts. This Agreement may be executed in counterparts and/or by facsimile or other electronic means, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterpart, shall constitute one Agreement, which shall be binding upon and effective as to all Parties.. 10.14 Construction. The headings in this Agreement are for the purpose of reference only and shall not limit or otherwise affect any of the terms of this Agreement. The parties have had an equal opportunity to participate in the drafting of this Agreement; therefore any construction as against the drafting party shall not apply to this Agreement. The Parties have executed this Agreement as of the Effective Date. DRAFT Consulting Services Agreement between [Rev:11.14.2016] 08/06/2019 City of South San Francisco and Precision Concrete Cutting Page 16 of 16 CITY OF SOUTH SAN FRANCISCO Consultants ____________________________ _____________________________________ City Manager NAME: TITLE: Attest: _____________________________ City Clerk Approved as to Form: ____________________________ City Attorney 2729962.1 DRAFT EXHIBIT A SCOPE OF SERVICES DRAFT DRAFT DRAFT DRAFT EXHIBIT B INSURANCE CERTIFICATES DRAFT SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 8/7/2019 Assurance Agency, Ltd. 20 North Martingale Road Suite 100 Schaumburg IL 60173 Select Commercial (847) 797-5700 (847) 440-9133 [email protected] Hiscox Insurance Company Inc.10200 PRECEMP-02 Valley Forge Insurance 20508Precision Emprise, LLC DBA Precision Concrete Cutting 335 Beach Road Burlingame CA 94010 Continental Insurance Company 35289 Cypress Insurance Company 10855 CNA 20443 1379408384 B X 1,000,000 X 100,000 15,000 1,000,000 2,000,000 X Y 6076088378 4/30/2019 4/30/2020 2,000,000 B 1,000,000 X X X 6078588084 6/30/2019 6/30/2020 C X X 2,000,000CUE60760883644/30/2019 4/30/2020 2,000,000 X 10,000 D X N Y PRWC022226 6/30/2019 6/30/2020 1,000,000 1,000,000 1,000,000 B A E Inland Marine Professional Liability Pollution Liability PMT6076088378 MPL178488018 6079036549 4/30/2019 9/28/2018 7/16/2019 4/30/2020 9/28/2019 9/28/2020 Limit: Aggregate: Occurence: $1,000,000 $50,000 $1,000,000 Agg. $2,000,000 It is agreed that the following are added as Additional Insured, when required by written contract, on the General Liability on a primary basis with respect to operations performed by the named insured in connection with this project: City of South San Francisco and its officers, employees, agents, and volunteers A Waiver of Subrogation in favor of the Additional Insureds applies to the Worker’s Compensation policy only, when required by written contract and where allowed by law. City of South San Francisco 400 Grand Ave. South San Francisco CA 94080 DRAFT CNA PARAMOUNT Contractors'General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows.If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision,and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1.Additional Insureds 2.Additional Insured -Primary And Non-Contributory To Additional Insured's Insurance 3.Bodily Injury –Expanded Definition 4.Broad Knowledge of Occurrence/Notice of Occurrence 5.Broad Named Insured 6.Broadened Liability Coverage For Damage To Your Product And Your Work 7.Contractual Liability -Railroads 8.Electronic Data Liability 9.Estates,Legal Representatives and Spouses 10.Expected Or Intended Injury –Exception for Reasonable Force 11.General Aggregate Limits of Insurance –Per Project 12.In Rem Actions 13.Incidental Health Care Malpractice Coverage 14.Joint Ventures/Partnership/Limited Liability Companies 15.Legal Liability –Damage To Premises /Alienated Premises /Property In The Named Insured's Care, Custody or Control 16.Liquor Liability 17.Medical Payments 18.Non-owned Aircraft Coverage 19.Non-owned Watercraft 20.Personal And Advertising Injury –Discrimination or Humiliation 21.Personal And Advertising Injury -Contractual Liability 22.Property Damage -Elevators 23.Supplementary Payments 24.Unintentional Failure To Disclose Hazards 25.Waiver of Subrogation –Blanket 26.Wrap-Up Extension:OCIP CCIP,or Consolidated (Wrap-Up)Insurance Programs 6076088378CNA74705XX(1-15)Policy No: 2Page1 of 17 Endorsement No: VALLEY FORGE INSURANCE COMPANY 04/30/2019EffectiveDate: PRECISION EMPRISE, LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission.00020007860760883780397 DRAFT CNA PARAMOUNT Contractors'General Liability Extension Endorsement 1.ADDITIONAL INSUREDS a.WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A.through H.below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement,provided such contract or agreement: (1)is currently in effect or becomes effective during the term of this Coverage Part;and (2)was executed prior to: (a)the bodily injury or property damage;or (b)the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b.However,subject always to the terms and conditions of this policy,including the limits of insurance,the Insurer will not provide such additional insured with: (1)a higher limit of insurance than required by such contract or agreement;or (2)coverage broader than required by such contract or agreement,and in no event broader than that described by the applicable paragraph A.through H.below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A.Controlling Interest Any person or organization with a controlling interest in a Named Insured,but only with respect to such person or organization's liability for bodily injury,property damage or personal and advertising injury arising out of: 1.such person or organization's financial control of a Named Insured;or 2.premises such person or organization owns,maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations,new construction or demolition operations performed by,on behalf of,or for such additional insured. B.Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner's liability for bodily injury,property damage or personal and advertising injury as co-owner of such premises. C.Lessor of Equipment Any person or organization from whom a Named Insured leases equipment,but only with respect to liability for bodily injury,property damage or personal and advertising injury caused,in whole or in part,by the Named Insured's maintenance,operation or use of such equipment,provided that the occurrence giving rise to such bodily injury,property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. D.Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury,property damage or personal and advertising injury arising out of the ownership,maintenance or use of such land,provided that the occurrence giving rise to such bodily injury,property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease.The 6076088378CNA74705XX(1-15)Policy No: 2Page2 of 17 Endorsement No: VALLEY FORGE INSURANCE COMPANY 04/30/2019EffectiveDate: PRECISION EMPRISE, LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. DRAFT CNA PARAMOUNT Contractors'General Liability Extension Endorsement coverage granted by this paragraph does not apply to structural alterations,new construction or demolition operations performed by,on behalf of,or for such additional insured. E.Lessor of Premises An owner or lessor of premises leased to the Named Insured,or such owner or lessor's real estate manager,but only with respect to liability for bodily injury,property damage or personal and advertising injury arising out of the ownership,maintenance or use of such part of the premises leased to the Named Insured,and provided that the occurrence giving rise to such bodily injury or property damage,or the offense giving rise to such personal and advertising injury,takes place prior to the termination of such lease.The coverage granted by this paragraph does not apply to structural alterations,new construction or demolition operations performed by,on behalf of,or for such additional insured. F. Mortgagee,Assignee or Receiver A mortgagee,assignee or receiver of premises but only with respect to such mortgagee,assignee or receiver's liability for bodily injury,property damage or personal and advertising injury arising out of the Named Insured's ownership,maintenance,or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations,new construction or demolition operations performed by,on behalf of,or for such additional insured. G.State or Governmental Agency or Subdivision or Political Subdivisions –Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury,property damage or personal and advertising injury arising out of: 1.the following hazards in connection with premises a Named Insured owns,rents,or controls and to which this insurance applies: a.the existence,maintenance,repair,construction,erection,or removal of advertising signs,awnings, canopies,cellar entrances,coal holes,driveways,manholes,marquees,hoistaway openings,sidewalk vaults,street banners,or decorations and similar exposures;or b.the construction,erection,or removal of elevators;or c.the ownership,maintenance or use of any elevators covered by this insurance;or 2.the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a.Bodily injury,property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision;or b.Bodily injury or property damage included within the products-completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement,the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. H.Trade Show Event Lessor 1.With respect to a Named Insured's participation in a trade show event as an exhibitor,presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured,but only with respect to such person or organization's liability for bodily injury,property damage or personal and advertising injury caused by: 6076088378CNA74705XX(1-15)Policy No: 2Page3 of 17 Endorsement No: VALLEY FORGE INSURANCE COMPANY 04/30/2019EffectiveDate: PRECISION EMPRISE, LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission.00020007860760883780398 DRAFT CNA PARAMOUNT Contractors'General Liability Extension Endorsement a.the Named Insured's acts or omissions;or b.the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2.The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. 2.ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance,then this insurance is primary,and the Insurer will not seek contribution from that other insurance.For the purpose of this Provision 2.,the additional insured's own insurance means insurance on which the additional insured is a named insured.Otherwise,and notwithstanding anything to the contrary elsewhere in this Condition,the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3.BODILY INJURY –EXPANDED DEFINITION Under DEFINITIONS,the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury,sickness or disease sustained by a person,including death,humiliation,shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury,sickness or disease. 4.BROAD KNOWLEDGE OF OCCURRENCE/NOTICE OF OCCURRENCE Under CONDITIONS,the condition entitled Duties in The Event of Occurrence,Offense,Claim or Suit is amended to add the following provisions: A.BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence,offense or claim is known to a natural person Named Insured,to a partner,executive officer,manager or member of a Named Insured,or an employee designated by any of the above to give such notice. B.NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence,offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part.However, the Named Insured shall give written notice of such occurrence,offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence,offense or claim. 5.BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3.in its entirety and replace it with the following: 3.Pursuant to the limitations described in Paragraph 4.below,any organization in which a Named Insured has management control: a.on the effective date of this Coverage Part;or 6076088378CNA74705XX(1-15)Policy No: 2Page4 of 17 Endorsement No: VALLEY FORGE INSURANCE COMPANY 04/30/2019EffectiveDate: PRECISION EMPRISE, LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. DRAFT CNA PARAMOUNT Contractors'General Liability Extension Endorsement b.by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured,provided that there is no other similar liability insurance,whether primary, contributory,excess,contingent or otherwise,which provides coverage to such organization,or which would have provided coverage but for the exhaustion of its limit,and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a)any partnership,limited liability company or joint venture;or (b)any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision,management control means: A.owning interests representing more than 50%of the voting,appointment or designation power for the selection of a majority of the Board of Directors of a corporation;or B.having the right,pursuant to a written trust agreement,to protect,control the use of,encumber or transfer or sell property held by a trust. 4.With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3.above,this insurance does not apply to: a.bodily injury or property damage that first occurred prior to the date of management control,or that first occurs after management control ceases;nor b.personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5.The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba)as any Named Insured should choose to employ. 6.BROADENED LIABILITY COVERAGE FOR DAMAGE TO YOUR PRODUCT AND YOUR WORK A.Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended to delete exclusions k.and I.and replace them with the following: This insurance does not apply to: k.Damage to Your Product Property damage to your product arising out of it,or any part of it except when caused by or resulting from: (1)fire; (2)smoke; (3)collapse;or (4)explosion. I.Damage to Your Work Property damage to your work arising out of it,or any part of it and included in the products-completed operations hazard. This exclusion does not apply: (1)If the damaged work,or the work out of which the damage arises,was performed on the Named Insured's behalf by a subcontractor;or 6076088378CNA74705XX(1-15)Policy No: 2Page5 of 17 Endorsement No: VALLEY FORGE INSURANCE COMPANY 04/30/2019EffectiveDate: PRECISION EMPRISE, LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission.00020007860760883780399 DRAFT CNA PARAMOUNT Contractors'General Liability Extension Endorsement (2)If the cause of loss to the damaged work arises as a result of: (a)fire; (b)smoke; (c)collapse;or (d)explosion. B.The following paragraph is added to LIMITS OF INSURANCE: Subject to 5.above,$100,000 is the most the Insurer will pay under Coverage A for the sum of damages arising out of any one occurrence because of property damage to your product and your work that is caused by fire, smoke,collapse or explosion and is included within the product-completed operations hazard.This sublimit does not apply to property damage to your work if the damaged work,or the work out of which the damage arises,was performed on the Named Insured's behalf by a subcontractor. C.This Broadened Liability Coverage For Damage To Your Product And Your Work Provision does not apply if an endorsement of the same name is attached to this policy. 7.CONTRACTUAL LIABILITY –RAILROADS With respect to operations performed within 50 feet of railroad property,the definition of insured contract 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 fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured 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 the Named Insured's business (including an indemnification of a municipality in connection with work performed for a municipality)under which the Named Insured assumes the tort liability of another party to pay for bodily injury or property damage 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; (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 (1) above and supervisory,inspection,architectural or engineering activities. 8.ELECTRONIC DATA LIABILITY 6076088378CNA74705XX(1-15)Policy No: 2Page6 of 17 Endorsement No: VALLEY FORGE INSURANCE COMPANY 04/30/2019EffectiveDate: PRECISION EMPRISE, LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. DRAFT CNA PARAMOUNT Contractors'General Liability Extension Endorsement A.Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended to delete exclusion p.Electronic Data and replace it with the following: This insurance does not apply to: p.Access Or Disclosure Of Confidential Or Personal Information And Data-related Liability Damages arising out of: (1)any access to or disclosure of any person's or organization's confidential or personal information, including patents,trade secrets,processing methods,customer lists,financial information,credit card information,health information or any other type of nonpublic information;or (2)the loss of, loss of use of,damage to,corruption of,inability to access,or inability to manipulate electronic data that does not result from physical injury to tangible property. However,unless Paragraph (1)above applies,this exclusion does not apply to damages because of bodily injury. This exclusion applies even if damages are claimed for notification costs,credit monitoring expenses, forensic expenses,public relation expenses or any other loss,cost or expense incurred by the Named Insured or others arising out of that which is described in Paragraph (1)or (2)above. B.The following paragraph is added to LIMITS OF INSURANCE: Subject to 5.above,$100,000 is the most the Insurer will pay under Coverage A for all damages arising out of any one occurrence because of property damage that results from physical injury to tangible property and arises out of electronic data. C.The following definition is added to DEFINITIONS: Electronic data means information,facts or programs stored as or on,created or used on,or transmitted to or from computer software (including systems and applications software),hard or floppy disks,CD-ROMS,tapes, drives,cells,data processing devices or any other media which are used with electronically controlled equipment. D.For the purpose of the coverage provided by this ELECTRONIC DATA LIABILITY Provision,the definition of property damage in DEFINITIONS is replaced by the following: Property damage means: a.Physical injury to tangible property,including all resulting loss of use of that property.All such loss of use shall be deemed to occur at the time of the physical injury that caused it; b.Loss of use of tangible property that is not physically injured.All such loss of use shall be deemed to occur at the time of the occurrence that caused it;or c.Loss of, loss of use of,damage to,corruption of,inability to access,or inability to properly manipulate electronic data,resulting from physical injury to tangible property.All such loss of electronic data shall be deemed to occur at the time of the occurrence that caused it. For the purposes of this insurance,electronic data is not tangible property. E.If Electronic Data Liability is provided at a higher limit by another endorsement attached to this policy,then the $100,000 limit provided by this ELECTRONIC DATA LIABILITY Provision is part of,and not in addition to,that higher limit. 9.ESTATES,LEGAL REPRESENTATIVES,AND SPOUSES The estates,heirs,legal representatives and spouses of any natural person Insured shall also be insured under this policy;provided,however,coverage is afforded to such estates,heirs,legal representatives,and spouses only for 6076088378CNA74705XX(1-15)Policy No: 2Page7 of 17 Endorsement No: VALLEY FORGE INSURANCE COMPANY 04/30/2019EffectiveDate: PRECISION EMPRISE, LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission.00020007860760883780400 DRAFT CNA PARAMOUNT Contractors'General Liability Extension Endorsement claims arising solely out of their capacity or status as such and,in the case of a spouse,where such claim seeks damages from marital community property,jointly held property or property transferred from such natural person Insured to such spouse.No coverage is provided for any act,error or omission of an estate,heir,legal representative,or spouse outside the scope of such person's capacity or status as such,provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses'acts,errors or omissions in the conduct of the Named Insured's business. 10.EXPECTED OR INTENDED INJURY –EXCEPTION FOR REASONABLE FORCE Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: 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. 11.GENERAL AGGREGATE LIMITS OF INSURANCE -PER PROJECT A.For each construction project away from premises the Named Insured owns or rents,a separate Construction Project General Aggregate Limit,equal to the amount of the General Aggregate Limit shown in the Declarations, is the most the Insurer will pay for the sum of: 1.All damages under Coverage A,except damages because of bodily injury or property damage included in the products-completed operations hazard;and 2.All medical expenses under Coverage C, that arise from occurrences or accidents which can be attributed solely to ongoing operations at that construction project.Such payments shall not reduce the General Aggregate Limit shown in the Declarations,nor the Construction Project General Aggregate Limit of any other construction project. B.All: 1.Damages under Coverage B,regardless of the number of locations or construction projects involved; 2.Damages under Coverage A,caused by occurrences which cannot be attributed solely to ongoing operations at a single construction project,except damages because of bodily injury or property damage included in the products-completed operations hazard;and 3.Medical expenses under Coverage C caused by accidents which cannot be attributed solely to ongoing operations at a single construction project, will reduce the General Aggregate Limit shown in the Declarations. C.The limits shown in the Declarations for Each Occurrence,for Damage To Premises Rented To You and for Medical Expense continue to apply,but will be subject to either the Construction Project General Aggregate Limit or the General Aggregate Limit shown in the Declarations,depending on whether the occurrence can be attributed solely to ongoing operations at a particular construction project. D.When coverage for liability arising out of the products-completed operations hazard is provided,any payments for damages because of bodily injury or property damage included in the products-completed operations hazard will reduce the Products-Completed Operations Aggregate Limit shown in the Declarations,regardless of the number of projects involved. 6076088378CNA74705XX(1-15)Policy No: 2Page8 of 17 Endorsement No: VALLEY FORGE INSURANCE COMPANY 04/30/2019EffectiveDate: PRECISION EMPRISE, LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. DRAFT CNA PARAMOUNT Contractors'General Liability Extension Endorsement E.If a single construction project away from premises owned by or rented to the Insured has been abandoned and then restarted,or if the authorized contracting parties deviate from plans,blueprints,designs,specifications or timetables,the project will still be deemed to be the same construction project. F.The provisions of LIMITS OF INSURANCE not otherwise modified by this endorsement shall continue to apply as stipulated. 12.IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured,or chartered by or for the Named Insured,will be treated in the same manner as though the action were in personam against the Named Insured. 13.INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A.Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitled Insuring Agreement is amended to replace Paragraphs 1.b.(1)and 1.b.(2)with the following: b.This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose,and only if: (1)such bodily injury is caused by an occurrence that takes place in the coverage territory. (2)the bodily injury first occurs during the policy period.All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act,error,or omission that is part of the occurrence; and B.Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended to: i.add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii.delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement,including but not limited to express warranties or guarantees. iii.add the following additional exclusions: This insurance does not apply to: Discrimination any actual or alleged discrimination,humiliation or harassment,including but not limited to claims based on an individual's race,creed,color,age,gender,national origin,religion,disability,marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest,criminal or malicious act,error or omission. Medicare/Medicaid Fraud 6076088378CNA74705XX(1-15)Policy No: 2Page9 of 17 Endorsement No: VALLEY FORGE INSURANCE COMPANY 04/30/2019EffectiveDate: PRECISION EMPRISE, LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission.00020007860760883780401 DRAFT CNA PARAMOUNT Contractors'General Liability Extension Endorsement any actual or alleged violation of law with respect to Medicare,Medicaid,Tricare or any similar federal,state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C.DEFINITIONS is amended to: i.add the following definitions: Health care incident means an act,error or omission by the Named Insured's employees or volunteer workers in the rendering of: a.professional health care services on behalf of the Named Insured or b.Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages,medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a.Physician; b.Nurse; c.Nurse practitioner; d.Emergency medical technician; e.Paramedic; f.Dentist; g.Physical therapist; h.Psychologist; i.Speech therapist; j.Other allied health professional;or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. ii.delete the definition of occurrence and replace it with the following: Occurrence means a health care incident.All acts,errors or omissions that are logically connected by any common fact,circumstance,situation,transaction,event,advice or decision will be considered to constitute a single occurrence; iii.amend the definition of Insured to: a.add the following: the Named Insured's employees are Insureds with respect to: (1)bodily injury to a co-employee while in the course of the co-employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business;and 6076088378CNA74705XX(1-15)Policy No: 2Page10 of 17 Endorsement No: VALLEY FORGE INSURANCE COMPANY 04/30/2019EffectiveDate: PRECISION EMPRISE, LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. DRAFT CNA PARAMOUNT Contractors'General Liability Extension Endorsement (2)bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. the Named Insured's volunteer workers are Insureds with respect to: (1)bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named Insured's business;and (2)bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b.delete Subparagraphs (a),(b),(c)and (d)of Paragraph 2.a.(1)of WHO IS AN INSURED. D.The Other Insurance condition is amended to delete Paragraph b.(1)in its entirety and replace it with the following: Other Insurance b.Excess Insurance (1)To the extent this insurance applies,it is excess over any other insurance,self insurance or risk transfer instrument,whether primary,excess,contingent or on any other basis,except for insurance purchased specifically by the Named Insured to be excess of this coverage. 14.JOINT VENTURES /PARTNERSHIP /LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations,except that if the Named Insured was a joint venturer,partner,or member of a limited liability company and such joint venture,partnership or limited liability company terminated prior to or during the policy period,such Named Insured is an Insured with respect to its interest in such joint venture,partnership or limited liability company but only to the extent that: a.any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense first occurred after such termination date; b.the bodily injury or property damage first occurred after such termination date; and c.there is no other valid and collectible insurance purchased specifically to insure the partnership,joint venture or limited liability company;and If the joint venture,partnership or limited liability company is or was insured under a consolidated (wrap-up) insurance program,then such insurance will always be considered valid and collectible for the purpose of paragraph c.above.But this provision will not serve to exclude bodily injury,property damage or personal and advertising injury that would otherwise be covered under the Contractors General Liability Extension Endorsement provision entitled WRAP-UP EXTENSION:OCIP,CCIP,OR CONSOLIDATED (WRAP-UP)INSURANCE PROGRAMS. Please see that provision for the definition of consolidated (wrap-up)insurance program. 15.LEGAL LIABILITY –DAMAGE TO PREMISES /ALIENATED PREMISES /PROPERTY IN THE NAMED INSURED'S CARE,CUSTODY OR CONTROL A.Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended to delete exclusion j.Damage to Property in its entirety and replace it with the following: This insurance does not apply to: 6076088378CNA74705XX(1-15)Policy No: 2Page11 of 17 Endorsement No: VALLEY FORGE INSURANCE COMPANY 04/30/2019EffectiveDate: PRECISION EMPRISE, LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission.00020007860760883780402 DRAFT CNA PARAMOUNT Contractors'General Liability Extension Endorsement j.Damage to Property Property damage to: (1)Property the Named Insured owns,rents,or occupies,including any costs or expenses incurred by you, or any other person,organization or entity,for repair,replacement,enhancement,restoration or maintenance of such property for any reason,including prevention of injury to a person or damage to another's property; (2)Premises the Named Insured sells,gives away or abandons,if the property damage arises out of any part of those premises; (3)Property loaned to the Named Insured; (4)Personal property in the care,custody or control of the Insured; (5)That particular part of real property on which the Named Insured or any contractors or subcontractors working directly or indirectly on the Named Insured's behalf are performing operations,if the property damage arises out of those operations;or (6)That particular part of any property that must be restored,repaired or replaced because your work was incorrectly performed on it. Paragraphs (1),(3)and (4)of this exclusion do not apply to property damage (other than damage by fire)to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner,nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days.A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. Paragraph (2)of this exclusion does not apply if the premises are your work. Paragraphs (3),(4),(5)and (6)of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6)of this exclusion does not apply to property damage included in the products-completed operations hazard. Paragraphs (3)and (4)of this exclusion do not apply to property damage to: i.tools,or equipment the Named Insured borrows from others,nor ii.other personal property of others in the Named Insured's care,custody or control while being used in the Named Insured's operations away from any Named Insured's premises. However,the coverage granted by this exception to Paragraphs (3)and (4)does not apply to: a.property at a job site awaiting or during such property's installation,fabrication,or erection; b.property that is mobile equipment leased by an Insured; c.property that is an auto,aircraft or watercraft; d.property in transit;or e.any portion of property damage for which the Insured has available other valid and collectible insurance,or would have such insurance but for exhaustion of its limits,or but for application of one of its exclusions. A separate limit of insurance and deductible apply to such property of others.See LIMITS OF INSURANCE as amended below. 6076088378CNA74705XX(1-15)Policy No: 2Page12 of 17 Endorsement No: VALLEY FORGE INSURANCE COMPANY 04/30/2019EffectiveDate: PRECISION EMPRISE, LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. DRAFT CNA PARAMOUNT Contractors'General Liability Extension Endorsement B.Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c.through n.do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner,nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in LIMITS OF INSURANCE. C.The following paragraph is added to LIMITS OF INSURANCE: Subject to 5.above,$25,000 is the most the Insurer will pay under Coverage A for damages arising out of any one occurrence because of the sum of all property damage to borrowed tools or equipment,and to other personal property of others in the Named Insured's care,custody or control,while being used in the Named Insured's operations away from any Named Insured's premises.The Insurer's obligation to pay such property damage does not apply until the amount of such property damage exceeds $1,000.The Insurer has the right but not the duty to pay any portion of this $1,000 in order to effect settlement.If the Insurer exercises that right,the Named Insured will promptly reimburse the Insurer for any such amount. D.Paragraph 6.,Damage To Premises Rented To You Limit,of LIMITS OF INSURANCE is deleted and replaced by the following: 6.Subject to Paragraph 5.above,(the Each Occurrence Limit),the Damage To Premises Rented To You Limit is the most the Insurer will pay under Coverage A for damages because of property damage to any one premises while rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner,including contents of such premises rented to the Named Insured for a period of 7 or fewer consecutive days.The Damage To Premises Rented To You Limit is the greater of: a.$500,000;or b.The Damage To Premises Rented To You Limit shown in the Declarations. E.Paragraph 4.b.(1)(a)(ii)of the Other Insurance Condition is deleted and replaced by the following: (ii)That is property insurance for premises rented to the Named Insured,for premises temporarily occupied by the Named Insured with the permission of the owner;or for personal property of others in the Named Insured's care,custody or control; 16.LIQUOR LIABILITY Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended to delete the exclusion entitled Liquor Liability. This LIQUOR LIABILITY provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 17.MEDICAL PAYMENTS A.LIMITS OF INSURANCE is amended to delete Paragraph 7.(the Medical Expense Limit)and replace it with the following: 7.Subject to Paragraph 5.above (the Each Occurrence Limit),the Medical Expense Limit is the most the Insurer will pay under Coverage C –Medical Payments for all medical expenses because of bodily injury sustained by any one person.The Medical Expense Limit is the greater of: (1)$15,000 unless a different amount is shown here:$N,NNN,NNN,NNN;or (2)the amount shown in the Declarations for Medical Expense Limit. 6076088378CNA74705XX(1-15)Policy No: 2Page13 of 17 Endorsement No: VALLEY FORGE INSURANCE COMPANY 04/30/2019EffectiveDate: PRECISION EMPRISE, LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission.00020007860760883780403 DRAFT CNA PARAMOUNT Contractors'General Liability Extension Endorsement B.Under COVERAGES,the Insuring Agreement of Coverage C –Medical Payments is amended to replace Paragraph 1.a.(3)(b)with the following: (b)The expenses are incurred and reported to the Insurer within three years of the date of the accident;and 18.NON-OWNED AIRCRAFT Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft,Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured,provided that: 1.the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada,designating that person as a commercial or airline transport pilot; 2.the aircraft is rented with a trained,paid crew to the Named Insured;and 3.the aircraft is not being used to carry persons or property for a charge. 19.NON-OWNED WATERCRAFT Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended to delete subparagraph (2)of the exclusion entitled Aircraft,Auto or Watercraft,and replace it with the following. This exclusion does not apply to: (2)a watercraft that is not owned by any Named Insured,provided the watercraft is: (a)less than 75 feet long;and (b)not being used to carry persons or property for a charge. 20.PERSONAL AND ADVERTISING INJURY –DISCRIMINATION OR HUMILIATION A.Under DEFINITIONS,the definition of personal and advertising injury is amended to add the following tort: Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B.Under COVERAGES,Coverage B –Personal and Advertising Injury Liability,the paragraph entitled Exclusions is amended to: 1.delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury.This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person,but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a)the Named Insured;or (b)any executive officer,director,stockholder,partner,member or manager (if the Named Insured is a limited liability company)of the Named Insured. 2.add the following exclusions: 6076088378CNA74705XX(1-15)Policy No: 2Page14 of 17 Endorsement No: VALLEY FORGE INSURANCE COMPANY 04/30/2019EffectiveDate: PRECISION EMPRISE, LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. DRAFT CNA PARAMOUNT Contractors'General Liability Extension Endorsement This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment,prospective employment,past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale,rental,lease or sub-lease or prospective sale,rental, lease or sub-lease of any room,dwelling or premises by or at the direction of any Insured. Notwithstanding the above,there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY –DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from Provision 1.ADDITIONAL INSURED of this endorsement;or attachment of an additional insured endorsement to this Coverage Part. This PERSONAL AND ADVERTISING INJURY –DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 21.PERSONAL AND ADVERTISING INJURY -CONTRACTUAL LIABILITY A.Under COVERAGES,Coverage B –Personal and Advertising Injury Liability,the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability. B.Solely for the purpose of the coverage provided by this PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY provision,the following changes are made to the section entitled SUPPLEMENTARY PAYMENTS –COVERAGES A AND B: 1.Paragraph 2.d.is replaced by the following: d.The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2.The first unnumbered paragraph beneath Paragraph 2.f.(2)(b)is deleted and replaced by the following: So long as the above conditions are met,attorneys fees incurred by the Insurer in the defense of that indemnitee,necessary litigation expenses incurred by the Insurer,and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs.Such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. C.This PERSONAL AND ADVERTISING INJURY -CONTRACTUAL LIABILITY Provision does not apply if Coverage B –Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. This PERSONAL AND ADVERTISING INJURY -CONTRACTUAL LIABILITY Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 22.PROPERTY DAMAGE –ELEVATORS A.Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3),(4)and (6)of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. 6076088378CNA74705XX(1-15)Policy No: 2Page15 of 17 Endorsement No: VALLEY FORGE INSURANCE COMPANY 04/30/2019EffectiveDate: PRECISION EMPRISE, LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission.00020007860760883780404 DRAFT CNA PARAMOUNT Contractors'General Liability Extension Endorsement B.Solely for the purpose of the coverage provided by this PROPERTY DAMAGE –ELEVATORS Provision,the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance,whether primary,excess,contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 23.SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS –COVERAGES A AND B is amended as follows: A.Paragraph 1.b.is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit;and B.Paragraph 1.d.is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000.limit. 24.UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part,the Insurer will not deny coverage under this Coverage Part because of such failure. 25.WAIVER OF SUBROGATION -BLANKET Under CONDITIONS,the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1.the Named Insured's ongoing operations;or 2.your work included in the products-completed operations hazard. However,this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement,and only if such contract or agreement: 1.is in effect or becomes effective during the term of this Coverage Part;and 2.was executed prior to the bodily injury,property damage or personal and advertising injury giving rise to the claim. 26.WRAP-UP EXTENSION:OCIP,CCIP,OR CONSOLIDATED (WRAP-UP)INSURANCE PROGRAMS Note:The following provision does not apply to any public construction project in the state of Oklahoma,nor to any construction project in the state of Alaska,that is not permitted to be insured under a consolidated (wrap-up) insurance program by applicable state statute or regulation. If the endorsement EXCLUSION –CONSTRUCTION WRAP-UP is attached to this policy,or another exclusionary endorsement pertaining to Owner Controlled Insurance Programs (O.C.I.P.)or Contractor Controlled Insurance Programs (C.C.I.P.)is attached,then the following changes apply: A.The following wording is added to the above-referenced endorsement: With respect to a consolidated (wrap-up)insurance program project in which the Named Insured is or was involved,this exclusion does not apply to those sums the Named Insured become legally obligated to pay as damages because of: 1.Bodily injury,property damage,or personal or advertising injury that occurs during the Named Insured's ongoing operations at the project,or during such operations of anyone acting on the Named Insured's behalf;nor 6076088378CNA74705XX(1-15)Policy No: 2Page16 of 17 Endorsement No: VALLEY FORGE INSURANCE COMPANY 04/30/2019EffectiveDate: PRECISION EMPRISE, LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. DRAFT CNA PARAMOUNT Contractors'General Liability Extension Endorsement 2.Bodily injury or property damage included within the products-completed operations hazard that arises out of those portions of the project that are not residential structures. B.Condition 4.Other Insurance is amended to add the following subparagraph 4.b.(1)(c): This insurance is excess over: (c)Any of the other insurance whether primary,excess,contingent or any other basis that is insurance available to the Named Insured as a result of the Named Insured being a participant in a consolidated (wrap-up) insurance program,but only as respects the Named Insured's involvement in that consolidated (wrap-up) insurance program. C.DEFINITIONS is amended to add the following definitions: Consolidated (wrap-up)insurance program means a construction,erection or demolition project for which the prime contractor/project manager or owner of the construction project has secured general liability insurance covering some or all of the contractors or subcontractors involved in the project,such as an Owner Controlled Insurance Program (O.C.I.P.)or Contractor Controlled Insurance Program (C.C.I.P.). Residential structure means any structure where 30%or more of the square foot area is used or is intended to be used for human residency,including but not limited to: 1.single or multifamily housing,apartments,condominiums,townhouses,co-operatives or planned unit developments;and 2.the common areas and structures appurtenant to the structures in paragraph 1.(including pools,hot tubs, detached garages,guest houses or any similar structures). However,when there is no individual ownership of units,residential structure does not include military housing, college/university housing or dormitories,long term care facilities,hotels or motels.Residential structure also does not include hospitals or prisons. This WRAP-UP EXTENSION:OCIP,CCIP,OR CONSOLIDATED (WRAP-UP)INSURANCE PROGRAMS Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy,unless another effective date is shown below,and expires concurrently with said Policy. 6076088378CNA74705XX(1-15)Policy No: 2Page17 of 17 Endorsement No: VALLEY FORGE INSURANCE COMPANY 04/30/2019EffectiveDate: PRECISION EMPRISE, LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission.00020007860760883780405 DRAFT CNA PARAMOUNT Blanket Additional Insured -Owners,Lessees or Contractors -with Products-Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I.WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part,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 subject to such written contract;or B.in the performance of your work subject to such written contract,but only with respect to bodily injury or property damage included in the products-completed operations hazard,and only if: 1.the written contract requires you to provide the additional insured such coverage;and 2.this coverage part provides such coverage. II.But if the written contract requires: A.additional insured coverage under the 11-85 edition,10-93 edition,or 10-01 edition of CG2010,or under the 10- 01 edition of CG2037;or B.additional insured coverage with "arising out of"language;or C.additional insured coverage to the greatest extent permissible by law; then paragraph I.above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part,but only with respect to liability for bodily injury,property damage or personal and advertising injury arising out of your work that is subject to such written contract. III.Subject always to the terms and conditions of this policy,including the limits of insurance,the Insurer will not provide such additional insured with: A.coverage broader than required by the written contract;or B.a higher limit of insurance than required by the written contract. IV.The insurance granted by this endorsement to the additional insured does not apply to bodily injury,property damage,or personal and advertising injury arising out of: A.the rendering of,or the failure to render,any professional architectural,engineering,or surveying services, including: 1.the preparing,approving,or failing to prepare or approve maps,shop drawings,opinions,reports,surveys, field orders,change orders or drawings and specifications;and 2.supervisory,inspection,architectural or engineering activities;or B.any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V.Under COMMERCIAL GENERAL LIABILITY CONDITIONS,the Condition entitled Other Insurance is amended to add the following,which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: 6076088378CNA75079XX(10-16)Policy No: 3Page1 of 2 Endorsement No: VALLEY FORGE INSURANCE COMPANY 04/30/2019EffectiveDate: PRECISION EMPRISE, LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission.00020007860760883780406 DRAFT CNA PARAMOUNT Blanket Additional Insured -Owners,Lessees or Contractors -with Products-Completed Operations Coverage Endorsement Primary and Noncontributory Insurance With respect to other insurance available to the additional insured under which the additional insured is a named insured,this insurance is primary to and will not seek contribution from such other insurance,provided that a written contract requires the insurance provided by this policy to be: 1.primary and non-contributing with other insurance available to the additional insured;or 2.primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above,this insurance will be excess of all other insurance available to the additional insured. VI.Solely with respect to the insurance granted by this endorsement,the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence,Offense,Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1.give the Insurer written notice of any claim,or any occurrence or offense which may result in a claim; 2.send the Insurer copies of all legal papers received,and otherwise cooperate with the Insurer in the investigation, defense,or settlement of the claim;and 3.make available any other insurance,and tender the defense and indemnity of any claim to any other insurer or self-insurer,whose policy or program applies to a loss that the Insurer covers under this coverage part.However, if the written contract requires this insurance to be primary and non-contributory,this paragraph 3.does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VII.Solely with respect to the insurance granted by this endorsement,the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part,provided the contract or agreement: A.is currently in effect or becomes effective during the term of this policy;and B.was executed prior to: 1.the bodily injury or property damage;or 2.the offense that caused the personal and advertising injury; for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy,unless another effective date is shown below,and expires concurrently with said Policy. 6076088378CNA75079XX(10-16)Policy No: 3Page2 of 2 Endorsement No: VALLEY FORGE INSURANCE COMPANY 04/30/2019EffectiveDate: PRECISION EMPRISE, LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. DRAFT Endorsement Effective: Policy No.: Insured: WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 04 10 C (Ed. 01-19) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA BLANKET BASIS 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.) The additional premium for this endorsement shall be calculated by applying a factor of 2% to the total manual premium, with a minimum initial charge of $350, then applying all other pricing factors for the policy to this calculated charge to derive the final cost of this endorsement. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Blanket Waiver Person/Organization Blanket W aiver – Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Waiver Premium (prior to adjustments) 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 No.: Premium $ Insurance Company: WC 99 04 10 C Countersigned by ______________________________________ (Ed. 01-19) Job Description All CA Operations Cypress Insurance Company PRWC02222606/30/2019 Precision Emprise, LLC Precision Emprise, Inc. DRAFT EXHIBIT C FORM 590 DRAFT City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:19-836 Agenda Date:10/9/2019 Version:1 Item #:2. Report regarding two resolutions approving two (total) Outside Sewer Service Agreements, one each with the owners of parcels at 382 and 386 Dorado Way (APN # 013-124-010 and -020), and authorizing the City Manager to execute the agreements for recordation. (Sharon Ranals, Assistant City Manager/Jason Hallare, Associate Civil Engineer) RECOMMENDATION It is recommended that the City Council adopt two resolutions,one approving an Outside Sewer Service Agreement with the owners of a residential property at 382 Dorado Way (APN #013-124-010)and one approving an Outside Sewer Services Agreement the owners of a parcel at 386 Dorado Way (APN#013-124- 020),and authorizing the City Manager to sign the agreements on behalf of the City of South San Francisco and to record the agreements in the San Mateo County official records. BACKGROUND/DISCUSSION: The City has received a request from Marilyn Hollinger, owner of single family residence at 382 Dorado Way, as well as a request from Danial Shahbaz on behalf of Mohammad & Nasira Shahbaz, owners of a parcel to be developed as a single-family home at 386 Dorado Way, to authorize sewer connections from the properties to the City of South San Francisco’s sanitary sewer system. The proposal before the City Council is for the City to execute an Outside Sewer Services Agreement with each property owner, for a total of two total agreements, to authorize the requested sewer connections subject to the terms and conditions in the agreements. The properties are located within the unincorporated portion of San Mateo County (“County”), commonly known as the Country Club Park subdivision. The properties are within the City’s Sphere of Influence. There are approximately 56 parcels within this unincorporated area, which falls under the jurisdiction of the County. Country Club Park is designated low density residential in the General Plan and zoned R-E (Rural Estates) by the County, which requires ¾ acre per lot and allows certain large animals, such as horses and llamas. Homes in the area typically lack sidewalks, curb, and gutter. With a few exceptions, these properties utilize septic systems and are not connected to the City’s sewer system or any other sewer system. This creates potential public health problems such as lack of accessible street frontage, aging and overloading septic tanks and leaving residents without effective sewer service. In order to help residents of this area eliminate obsolete septic systems and move forward with property improvements prior to annexation of the County Club Park area to the City, the City has entered into several Outside Sewer Service Agreements with various property owners in this area to permit them to connect to the City’s sewer system. Over the years, the City has raised several significant concerns regarding permitting outside sewer services, which are: ·Property owner may potentially object to annexation or oppose the City’s efforts to explore annexation of their property area; ·Requiring property owners to pay the full cost of a sewer line extension; ·Requiring owners to agree to pay the cost of upgrading their property to include sidewalk, curb, and City of South San Francisco Printed on 10/18/2019Page 1 of 4 powered by Legistar™ File #:19-836 Agenda Date:10/9/2019 Version:1 Item #:2. gutter either at the time the connection is made, or in the future if annexation of the area occurs; and ·Property owners must share equitably in the future costs associated with providing sewer service for the larger unincorporated area. The outside sewer services agreements address these concerns as outlined below. The City Attorney has prepared an Outside Sewer Service Agreement for each property, attached to each accompanying resolution as Exhibit A. These agreement will be executed with each of the property owners and contains the same terms for each property, which has been reviewed and accepted by both property owners. The agreement provides that each owner will be bound by the following provisions: 1.Owner consents to future annexation and waives any right to protest such annexation of this property to the City, if and when this occurs; 2.Owner agrees to pay a fair and equitable share of any future area-wide sewer improvements within the County Club Park subdivision associated with providing wastewater service to this area; 3.Upon future annexation, or sooner, the owner shall upgrade the streetscape for their property to the City’s standards. This cost is estimated at $51,000, and the Owner may either construct the upgraded streetscape pursuant to a Deferred Improvement Agreement (attached to the Outside Sewer Services Agreement as Exhibit A), or pay a frontage fee for the construction of the upgrades; 4.Owner agrees to pay a one-time sewer connection fee of approximately $5,000; 5.Owner agrees to pay a yearly sewer service charge (estimated at approximately $745 per year, with anticipated annual increases of approximately $15 per year); 6.Owner shall connect the property to the City sewer main with a new sewer lateral at owner’s expense, including being responsible to find and contract a design consultant to provide construction plans for City review. Owner shall pay all fees and inspection charges for this connection, including encroachment permits from the City and San Mateo County. Owner will be responsible for the ongoing maintenance and replacement cost of the lateral. The cost of the sewer work is estimated at approximately $65,000; 7.Owner will make a deposit of $5,000 toward an administrative fee of to reimburse the City for staff time to review, process and prepare the application and agreement; 8.Agreement will bind future owners of the property and will be recorded in the County records; 9.Owner agrees that all future development conforms with the relevant height, aircraft noise, and safety policies and compatibility criteria contained in the most recently adopted version of the San Mateo County Comprehensive Airport Land Use Plan for the environs of San Francisco International Airport. Changes to the provision of public services in unincorporated areas are under the jurisdiction of the San Mateo Local Agency Formation Commission (LAFCo), which includes decisions about the boundaries of cities, independent special districts, and county-governed special districts within the County. LAFCo permits, but must also approve, outside sewer connections for property owners within unincorporated areas. Their approval requires proof that a deferred annexation agreement has been executed between the City and the owner, providing that when the time comes to annex, the owner will not oppose. Both applicants have already submitted their application to LAFCo for this Outside Sewer Agreement. Approval by the City of South San Francisco is required before the LAFCo applications can move forward. Staff notes that the General Plan has a policy that Country Club Park should be annexed to the City. Because of piecemeal annexations in the past and the difficulty in providing service and requiring improvements, another City of South San Francisco Printed on 10/18/2019Page 2 of 4 powered by Legistar™ File #:19-836 Agenda Date:10/9/2019 Version:1 Item #:2. policy provides that no portion of the area should be annexed unless the entire area is annexed. Annexation of this area has not occurred since the current General Plan was approved in 2001. Depending upon specific circumstances, the owners of properties on septic systems may not be able to obtain permits from the County to expand or tear down and replace homes unless they can hook up to a sanitary sewer system, leaving these owners unable to significantly improve their properties. Given the changing conditions related to aging septic systems, housing demands, sewer capacity, provision of city services, and population growth, staff will move forward to further study and re-evaluate the annexation policy during the current General Plan renewal process. It is important to note that this application is not for annexation, only for permission to connect to the City’s sanitary sewer system. Some properties within the area abut existing sewer lines, as in this case, and connection is relatively straightforward. Other properties in the interior of the area are not near existing sewer lines; to extend sewer lines to these homes is a much more expensive proposition. CEQA: The proposed sewer extensions are categorically exempt from the California Environmental Quality Act (CEQA), pursuant to Section 15302, Class 2 (c), replacement or reconstruction of existing utility systems and/or facilities involving negligible or no expansion of capacity. Furthermore, Section 15303, Class 3 (d), allows “water main, sewage, electrical, gas and other utility extensions, including street improvements, of reasonable length to serve such construction,” which would include “construction and location of limited numbers of new, small facilities or structures.” Since the proposed properties are outside South San Francisco’s jurisdiction, the proposed construction and development on these lots shall comply with San Mateo County Planning requirements. As the lead agency, the County will be responsible for further evaluating future development of these lots, including determining compliance with CEQA regulations. FISCAL IMPACT: Pursuant to the terms of the agreement, City staff time will be fully compensated by the property owner- applicants through payment to the City of a $5,000 administrative fee, and applicants will be required to furnish additional payment should staff time and costs exceed $5,000. Annual revenue of approximately $750 per year from each property will be generated for the Sewer Fund. RELATIONSHIP TO STRATEGIC PLAN This action furthers the priority initiative of environmental Quality of Life by removing two septic systems from within the perimeter of South San Francisco; and expanding the housing occupancy within the community, which is very much in need of additional units; and furthers the initiative of Community Connections by enabling these owners to develop their properties and one day to become residents of South San Francisco when the area is annexed in the future. CONCLUSION By adopting resolutions to approve Outside Sewer Agreements with Marilyn Hollinger and Mohammad & Nasira Shahbaz for connection to the City’s sewer service at 382/386 Dorado Way in the unincorporated Country Club Park area, the City will enable LAFCo to make final decisions on their applications. This approval will allow the owners to obtain building permits from the County of San Mateo to expand the size of her home and to construct on the parcel, respectively. This action will also secure the owners’ agreement not to oppose future annexation. City of South San Francisco Printed on 10/18/2019Page 3 of 4 powered by Legistar™ File #:19-836 Agenda Date:10/9/2019 Version:1 Item #:2. ATTACHMENTS: Attachment 1- Location Map Attachment 2- Application 382 Dorado Way Attachment 3- Site Plan 382 Dorado Way Attachment 4- Application 386 Dorado Way Attachment 5- Site Plan 386 Dorado Way City of South San Francisco Printed on 10/18/2019Page 4 of 4 powered by Legistar™ ALTA VISTA DRHAZELW OOD DRNORTHW OOD DRA LI D A WY W ILDW OOD DRMANOR DRAVALON DRCOUNTRY CLUB DRBRENTWOOD DRE L C A M I N O R E A L D O R A D O WYPONDEROSA RDP I N E H U R S T WY E L C O R T E Z A V E R A M O N A A V E P I S A C T M A Y WO O D WYCASTILE W YSPRINGWOOD WAYB L O N D I N WY TAYLOR DRM O S S WO O D WY K E N WO O D WY D A N A C T 2 0 1201 2 0 0200 2 0 2202 2 0 9209210210 2 1 7217 2 2 2222 2 2 9229226226 2 3 3233241241 2 3 6236 2 4 9249 2 4 8248 2 5 9259 2 5 2252 2 6 3263 2 6 2262 2 7 1271 2 7 0270280280 2 8 5285 2 8 8288 2 8 9289297297 3 0 0300 3 1 2312 3 0 5305 3 4 1341353353 3 5 0350 2 9 6296 2 6 4264 2 5 4254 2 3 8238 2 2 6226 2 2 2222 2 2 2222 2 0 8208 2 0 5205 2 1 7217219219 2 2 3223 2 3 5235 2 3 7237 2 4 5245 2 5 7257 2 5 5255265265275275281281 3 8 6386 3 8 2382 3 6 6366 3 5 4354 3 7 5375 3 8 5385 4 1 3413 3 4 0340 2 8 0280 2 0 9209 2 9 9299 .0 500 1,000250Feet City of South San Francisco Public Works Department – Engineering Division 315 Maple Avenue South San Francisco CA 940080 Page 2 of 3   Outside Sewer Service Application – Country Club Park (Version 9/2019)  Required Submittal Items 1 Application Form: This application form shall be filled out and completed by the chief applicant or lead applicant. The applicant will be the main point of contact. 2 Landowner Information Form: All landowners affected shall complete page 2 (duplicate for more than 3 parcels). Assessor’s Parcel Numbers and recording documents may be found through the San Mateo County Assessor’s website or by contacting the County Assessor’s office. 3 Outside Sewer Service Agreement: All landowners affected shall complete a draft of this Agreement which covers indemnification obligations, payment of annual sewer fees, and reimbursement to the City for Application processing costs. 4 Deferred Improvement Agreement: All landowners affected shall complete a draft of this Agreement which covers Owner’s responsibility to construct public improvements required upon annexation. 5 Application Deposit: An application deposit of $5,000.00 must be submitted prior to Staff reviewing and processing application. Outside Sewer Service Procedure The following procedure outline is the process generally applicable to parcels seeking to connect to the City’s existing sewer system. Applicant is advised that there may be circumstances unique to each parcel or the size and scope of the outside service extension that would require modifications or deviations from the process steps listed here. This outline is only meant to serve as a general guidance and is not intended to serve as a tailored instruction for the parcel listed on this application, and it does not in any way guarantee approval of an outside sewer service application or the connection of service to the City’s sewer system pursuant to such application. Applicants seeking to connect to the City’s sewer system are responsible for complying with all City and LAFCO requirements, meeting all necessary application steps, adhering to the terms of the Outside Sewer Services Agreement with the City and any other applicable laws and regulations, and carrying out all necessary installations and construction of the facilities. Applicant acknowledge that they understand and agree to the above by submitting this application. 1 Applicant submits to LAFCo the Application for a Change of Organization. 2 Applicant submits to SSF Outside Sewer Service application. 3 Applicant may need to contract a design consultant to provide sewer extension designs. 4 After review and approval from LAFCo and SSF, Applicant will receive approval to proceed with permits. City of South San Francisco Public Works Department – Engineering Division 315 Maple Avenue South San Francisco CA 940080 Page 3 of 3   Outside Sewer Service Application – Country Club Park (Version 9/2019)  Additional Landowners Information We, the undersigned, certify that we are the owners of the parcel(s) listed. We hereby submit this application and request an outside sewer service to these parcels. Assessor’s Parcel Number: Recording Document: Names of all Legal Owners: __________________________________________ (print, sign, date) __________________________________________ (print, sign, date) Owner(s) Address(es): ___________________________________ ___________________________________ ___________________________________ ___________________________________ Assessor’s Parcel Number: Recording Document: Names of all Legal Owners: __________________________________________ (print, sign, date) __________________________________________ (print, sign, date) Owner(s) Address(es): ___________________________________ ___________________________________ ___________________________________ ___________________________________ Assessor’s Parcel Number: Recording Document: Names of all Legal Owners: __________________________________________ (print, sign, date) __________________________________________ (print, sign, date) Owner(s) Address(es): ___________________________________ ___________________________________ ___________________________________ ___________________________________ 3352921.1   ALTA VISTA DRHAZELW OOD DRNORTHW OOD DRA LI D A WY W ILDW OOD DRMANOR DRAVALON DRCOUNTRY CLUB DRBRENTWOOD DRE L C A M I N O R E A L D O R A D O WYPONDEROSA RDP I N E H U R S T WY E L C O R T E Z A V E R A M O N A A V E P I S A C T M A Y WO O D WYCASTILE WYSPRINGWOOD WAYB L O N D I N WY TAYLOR DRM O S S WO O D WY D A N A C T 2 0 1201 2 0 0200 2 0 2202 2 0 9209210210 2 1 7217 2 2 2222 2 2 9229226226 2 3 3233241241 2 3 6236 2 4 9249 2 4 8248 2 5 9259 2 5 2252 2 6 3263 2 6 2262 2 7 1271 2 7 0270280280 2 8 5285 2 8 8288 2 8 9289297297 3 0 0300 3 1 2312 3 0 5305 3 4 1341353353 3 5 0350 2 9 6296 2 6 4264 2 5 4254 2 3 8238 2 2 6226 2 2 2222 2 2 2222 2 0 8208 2 0 5205 2 1 7217219219 2 2 3223 2 3 5235 2 3 7237 2 4 5245 2 5 7257 2 5 5255265265 2 7 5275281281 3 8 2 D o r a d o W a y382 D o r a d o W a y 3 8 6386 3 6 6366 3 5 4354 3 7 5375 3 8 5385 4 1 3413 3 4 0340 2 8 0280 2 0 9209 2 9 9299 .0 500 1,000250Feet ALTA VISTA DRHAZELW OOD DRNORTHW OOD DRA LI D A WY W ILDW OOD DRMANOR DRAVALON DRCOUNTRY CLUB DRBRENTWOOD DRE L C A M I N O R E A L D O R A D O WYPONDEROSA RDP I N E H U R S T WY E L C O R T E Z A V E R A M O N A A V E P I S A C T M A Y WO O D WYCASTILE W YSPRINGWOOD WAYB L O N D I N WY TAYLOR DRM O S S WO O D WY K E N WO O D WY D A N A C T 2 0 1201 2 0 0200 2 0 2202 2 0 9209210210 2 1 7217 2 2 2222 2 2 9229226226 2 3 3233241241 2 3 6236 2 4 9249 2 4 8248 2 5 9259 2 5 2252 2 6 3263 2 6 2262 2 7 1271 2 7 0270280280 2 8 5285 2 8 8288 2 8 9289297297 3 0 0300 3 1 2312 3 0 5305 3 4 1341353353 3 5 0350 2 9 6296 2 6 4264 2 5 4254 2 3 8238 2 2 6226 2 2 2222 2 2 2222 2 0 8208 2 0 5205 2 1 7217219219 2 2 3223 2 3 5235 2 3 7237 2 4 5245 2 5 7257 2 5 5255265265275275281281 3 8 6 D o r a d o W a y386 D o r a d o W a y 3 8 2382 3 6 6366 3 5 4354 3 7 5375 3 8 5385 4 1 3413 3 4 0340 2 8 0280 2 0 9209 2 9 9299 .0 500 1,000250Feet City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:19-837 Agenda Date:10/9/2019 Version:1 Item #:2a. Resolution approving an Outside Sewer Service Agreement with the property owner of 382 Dorado Way (APN # 013-124-010), and authorizing the City Manager to execute the agreement for recordation. WHEREAS,the City has received a request from Marilyn Hollinger,owner of single family residence at 382 Dorado Way (APN 013-124-010)(the “property”),to authorize sewer connections from the property to the City of South San Francisco’s (“City”) sanitary sewer system; and WHEREAS,the property is located within the unincorporated portion of San Mateo County (“County”), commonly known as the Country Club Park subdivision,which is outside the jurisdictional boundaries of the City but inside the City’s sphere of influence and sewer service area; and WHEREAS,the property currently does not have a sewer connection and instead utilizes a septic tank,which is insufficient for the additional home expansion desired by the property owner; and WHEREAS,in order to assist residents of the County Club Park area eliminate obsolete septic systems and move forward with related property improvements prior to annexation of the area to the City,the City has entered into several outside sewer service agreements with various property owners in this area to permit them to connect to the City’s sewer system; and WHEREAS,the Outside Sewer Service Agreement (“Agreement”),attached hereto and incorporated as Exhibit A,addresses issues relating to extending sewer service to unincorporated County area such as future protests against proposed annexation,payment of sewer connection and service fees,cost-share of public improvements and additional sewer facilities needed to serve the area,and construction and maintenance of a sewer lateral for the property; and WHEREAS, the Agreement has been reviewed and accepted by the property owners; and WHEREAS,the proposed sewer extension is categorically exempt from the California Environmental Quality Act (CEQA),pursuant to Section 15302,Class 2 (c),as a replacement or reconstruction of existing utility systems and/or facilities involving negligible or no expansion of capacity;further,it is also categorically exempt based on Section 15303,Class 3 (d),as a “water main,sewage,electrical,gas and other utility extensions,including street improvements,of reasonable length to serve such construction”,which would include “construction and location of limited numbers of new, small facilities or structures”; and WHEREAS,staff recommends approval of the Agreement to be executed with the property owner of 382 Dorado Way (APN # 013-124-010). NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council approves an Outside Sewer Service Agreement,attached hereto as Exhibit A,to be executed with theCity of South San Francisco Printed on 10/18/2019Page 1 of 2 powered by Legistar™ File #:19-837 Agenda Date:10/9/2019 Version:1 Item #:2a. Council approves an Outside Sewer Service Agreement,attached hereto as Exhibit A,to be executed with the property owner at 382 Dorado Way (APN # 013-124-010). BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute the agreement on behalf of the City of South San Francisco and to make amendments and modifications thereto that do not substantially alter the terms of the agreement or increase the City’s obligations,subject to approval by the City Attorney,and to record the agreement in the San Mateo County official records upon execution. BE IT FURTHER RESOLVED that the resolution shall become effective immediately upon its passage and adoption. ******* City of South San Francisco Printed on 10/18/2019Page 2 of 2 powered by Legistar™ RECORDING REQUESTED BY AND WHEN RECORDED RETURN DOCUMENT TO: City Clerk City Of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 With a copy to: San Mateo LAFCo 455 County Center, 2nd Floor Redwood City, CA 94063 OUTSIDE SEWER SERVICE AGREEMENT RECITALS WHEREAS, the City of South San Francisco, California, a municipal corporation (“City”) owns and operates public sewer facilities within its boundaries; and, WHEREAS, the ______________ (“Owner”) is the owner of property located at ___________________, County of San Mateo (“Parcel”), which property is outside the boundaries of the City and is therefore not entitled to connect to or use City’s sewer facilities, but is within the City’s Sphere of Influence as defined under state law; and, WHEREAS, the property is identified as APN ________________ by the San Mateo County Assessor; and, WHEREAS, Owner desires the Parcel to receive sewer services from the City; and, WHEREAS, City has agreed to allow such sewer connection and provide sewer services subject to the terms and conditions of this Outside Sewer Services Agreement (“Agreement”); and WHEREAS, on ________________, the City Council of the City adopted a Resolution authorizing the application by the City to San Mateo Local Agency Commission (LAFCo) requesting approval for extension of sewer services to the Parcel pursuant to Government Code Section 56133; and WHEREAS, as a condition to said sewer service connection, LAFCo has required the Owner to evidence consent to annexation to the City and waiver of protest to such annexation in the event the Parcel were to be proposed for annexation to the City; and WHEREAS, Owner desires to evidence such consent and waiver as aforesaid; and WHEREAS, Owner understands that any future annexation to the City is subject to any and all City rights and determinations, whether legislative, quasi-judicial, administrative, or however characterized, with respect to any proposed annexation of the Parcel to the City. Now, therefore, City and Owner agree as follows: AGREEMENT Owner is hereby authorized to connect to City’s sewer line, located within the right of way running along _________________, subject to the following conditions: 1. Consent to Future Annexation. In the event the Parcel shall be proposed for annexation to the City, Owner hereby consents to said annexation, and hereby waives Owner’s rights to protest such annexation pursuant to the provisions of law governing such annexations. a. Taxes or Other Charges. In the event annexation of the Parcel to the City shall be duly approved by all agencies having jurisdiction thereof, Owner agrees that the Parcel shall be subject to any and all general, special, extraordinary, or additional taxes or assessments, or any and all general, special extraordinary, or additional service charges, fees, or rates, levied against, imposed upon, or otherwise pertaining to the Parcel by any and all agencies, including the City, having jurisdiction thereof in the same fashion as other like property located within the territorial limits of the City. 2. Improvements in the Event of Annexation. If a request for annexation is approved by the San Mateo Local Agency Commission (“LAFCo”) the Parcel is annexed to the City of South San Francisco, Owner, on behalf of themselves, their successors and assigns, agrees to comply with either of the following conditions: a. Design and construct public improvements including sidewalk, curb and gutter improvements for the Parcel. Accordingly, Owner shall, upon the request of City an in a form provided by the City, execute a subsequent Deferred Improvement Agreement guaranteeing the construction of such public improvements and compliance with other permitting, security, and regulatory requirements for constructing the improvements. A form Deferred Improvement Agreement template is attached to this Agreement as Exhibit A and incorporated herein by this reference; or alternatively, b. Pay for the design and construction of public improvements including sidewalk, curb and gutter improvements for the Parcel, by paying a one-time charge, hereafter called a “public improvements fee,” for the purpose of funding construction of said improvements from the property to the centerline of the street or roadway, covering one-half of the street or roadway. The public improvements fee shall be a figure representing the cost of constructing such improvements from the property to the centerline of the street or roadway. Thus, as an example only, if the cost for constructing a sidewalk, driveways, curbs, gutters, two-inch grind overlay to the centerline, design costs, and contingency for a property is estimated to be $244 per foot, the cost of constructing said improvements would be approximately $51,500. 3. Owner, on behalf of themselves, their administrators, heirs, assigns, and transferees,, agrees to pay a pro-rata share of construction of new sewer facilities installed, owned and operated by City, if the City secures the funding for such facilities, for the purpose of providing sewer service to the area, including the Parcel, known as “Country Club Park . a. Accordingly, Owner agrees to participate in an assessment district to fund construction of new sewer facilities serving the Parcel, or b. Alternatively, pay a one-time charge, hereinafter referred to as the “frontage fee”, for the purpose of funding construction of said new facilities. The frontage fee shall be a figure representing one-half of the cost of said improvements, apportioned to each parcel served in a pro rata fashion, and then applied to individual parcels according to the amount of each parcel’s frontage to the City’s facilities, measured in lineal feet. Thus, as an example only, if the frontage fee were established in the amount of $244 per foot, a parcel that has 100 feet of frontage will pay $24,400. 4. Owner shall, where a sewer lateral does not exist to serve the property directly, construct the sewer lateral at their sole cost and expense. Owner shall obtain all applicable permits, including any construction and encroachment permits, prior to commencing construction. All work shall be in accordance with plans and specifications approved by the City, and Owner shall reimburse the City for all costs of engineering and inspection incurred by the City for the sewer lateral extension. In addition, Owner shall obtain a permit from the City to connect to the sewer lateral and shall pay all applicable permit charges prior to beginning any on-site construction. Further, Owner shall be responsible for the maintenance, repair and replacement of the sewer lateral. 5. Owner agrees to pay a one-time sewer connection fee and sewer services fee as follows: a. Owner will be charged, and shall pay, (1) a one-time sewer connection fee; and (2) an annual sewer service charge, both under then-applicable schedules of rates and charges, as may be amended from time to time. b. Should Owner fail or refuse to pay the sanitary sewer charges required herein on or before the due date, the City may elect to collect said charges by commencement of a suit within 30 days after demand for payment and Owner shall pay all costs of the suite and reasonable attorney’s fees incurred therewith. As an alternative remedy, the City may require Owner to disconnect from the City’s sanitary sewer system at Owner’s sole cost and expense. 6. The sewer connection and subsequent service provided under this Agreement is limited to existing legal lots of record as of October 9, 2019 , or lots existing on the Parcel as of the date of this Agreement, whichever is fewer. City is under no obligation to provide additional hookups or service to subsequently created lots on the Parcel. This requirement is not intended to prohibit a lot line adjustment, so long as it does not result in creation of lots exceeding in number the lots which existed on the Parcel on October 9, 2019 , or lots existing on the Parcel as of the date of this Agreement, whichever is fewer. 7. The Owner shall pay for all City costs in connection with preparing and processing this Agreement, and with processing the Owner’s application for sewer services. The Owner shall deposit with the City $5,000 to cover initial cost and pay the remainder of any costs over $5,000 prior to recordation of the Agreement by the County of San Mateo. The deposit shall not be refundable if Owner withdraws the application after making the deposit. 8. Owner shall conform to the current City standards for sewer lateral construction, maintenance and inspection including those set forth under South San Francisco Municipal Code Chapter 14.14, most currently in effect and as may be amended from time to time, between the City main and the Parcel. Owner shall be responsible for the costs necessary to perform any inspections, testing, repairs, reconstruction, replacement, and/or clean out installation as required by the City Engineer to conform the sewer lateral to current City standards. 9. For all future developments and constructions on the Parcel, Owner agrees to conform to the relevant height, aircraft noise, and safety policies and compatibility criteria contained in the most recently adopted version of the San Mateo County Comprehensive Airport Land Use Plan for the environs of San Francisco International Airport. 10. Owner shall and does hereby agree to hold the City, its officers, agents and employees free and harmless from any claim or action arising out of this Agreement, and the said connection to the City’s sanitary system and/or the connection into the City’s sanitary sewer system, and owner shall and does hereby agree to defend any or all such claims and actions and to indemnify the City for any losses sustained as a result thereof. 11. The parties hereto acknowledge that this Agreement is subject to approval by LAFCo, and shall not be effective absent such approval. Owner agrees to prepare all necessary application materials, and to pay all required fees, in connection with City’s application to LAFCo for approval of this Agreement. If LAFCo agrees that their approval is not required, owner shall provide a letter from LAFCo indicating this. 12. The covenants and conditions contained in this Agreement shall inure to the benefit of and bind the respective parties hereto and their successors, heirs, assigns, and transferees , and all covenants shall apply to and run with the land. 13. City and Owner agree that a copy of this Agreement shall be recorded with the County recorder of San Mateo County to give constructive notice of its terms, and that this Agreement shall not be effective until such recording. 14. This Agreement represents the final expression of the parties hereto with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement. No modification of this Agreement shall be effective unless and until such modification is evidenced by a writing signed by both parties. 15. CAPTIONS. Paragraph headings as used herein are for convenience only, and shall not be deemed to affect the meaning or intent of the paragraph headed thereby. IN WITNESS WHEREOF, the parties have executed this Agreement, as of the date set forth below. Date: ________________________ THE CITY OF SOUTH SAN FRANCISCO BY:________________________________ Charles Michael Futrell, City Manager Date: ______________________ BY: ______________________________ , Owner ___________________________ Printed Name and Title Approved as to form: By: ________________________ City Attorney 3380016.2 3380016.4 Recorded at the Request of, and Return to: Exempt from Recording Fees per G.C. secs. 6103, 27383 Re: APN: ____________________________ DEFERRED IMPROVEMENT AGREEMENT FOR OUTSIDE SEWER SERVICES This Deferred Improvement Agreement (“Agreement”) is made and entered into this ________ day of ______________, 2019 (“Effective Date”), by and between City of South San Francisco (hereinafter the "City"), and______________ (hereinafter "Owner"). The City and the Owner are collectively referred to herein as the “Parties.” R E C I T A L S A. Owner owns certain real property located in the City of South San Francisco, County of San Mateo, State of California, commonly referred to as APN: _______________. The parcel is hereinafter referred to as the “Subject Property”. B. The Subject Property is outside the boundaries of the City and is therefore not entitled to connect to or use City’s sewer facilities, but it is within the City’s sphere of influence as defined by state law. C. The Owner desires to utilize the Subject Property’s existing sewer connection in order to receive sewer services from the City, and the City and Owner have executed an Outside Sewer Service Agreement, attached hereto and incorporated as Exhibit A. D. A condition pursuant to the Outside Sewer Service Agreement for the Subject Property require the Owner to complete the following public improvements: _________________________________________________________________________ (hereinafter the “Improvements”) upon annexation of the Subject Property to the City. Owner shall be responsible for the cost of designing and constructing the Improvements when requested by the City as outlined in Section 2 below. E. City requires Owner to enter into this Agreement to ensure that the Improvements shall be designed and constructed by Owner pursuant to the terms hereof upon annexation of the Subject Property to the City. City also requires Owner to obtain all necessary permits for access and construction of the Improvements, and to enter into any other necessary agreements to allow for the construction of the Improvements. F. Owner is willing to enter into this Agreement to design and construct the Improvements at a later date upon annexation of the Subject Property to the City, and under the terms and conditions set forth herein. A G R E E M E N T NOW, THEREFORE, BE IT AGREED as follows: 1. RECITALS. The foregoing recitals are true and correct and are incorporated into this Agreement by this reference. 2. IMPROVEMENTS TO BE CONSTRUCTED. Owner agrees to design and construct or cause to be constructed the Improvements outlined in Recital D above. The Improvements shall conform to all applicable local, state and federal laws, and standards in effect at the time of construction, and shall be completed in a manner satisfactory to the City Manager or designee. 3. TIME OF CONSTRUCTION. Owner’s obligation to design and construct or cause to be constructed the Improvements shall commence upon a request for annexation is approved by the San Mateo Local Agency Commission (“LAFCO”) and the Subject Property is annexed to the City of South San Francisco. Upon annexation of the Subject Property, Owner shall design and construct or cause to be constructed the Improvements within the time set forth in a written demand from the City Manager or designee, who shall have the sole and exclusive right and power to determine the date at which construction of the Improvements shall commence and be completed; provided, however, that Owner shall be given at least _____ days after notification to complete the work. 4. COST OF CONSTRUCTION. The Improvements shall be designed and constructed at the sole cost and expense of Owner, and Owner shall pay such connection, inspection, and other fees as shall at the time be required by any ordinance and resolutions of the City. The total estimated cost of construction is _______________ ($______________), which includes costs of constructing the Improvements and for inspection, testing, permits, and City administration. 5. APPROVAL BY THE CITY. All work required under this Agreement shall be subject to inspection by the City and shall not be deemed complete until the City has indicated in writing that the Improvements have been completed in a satisfactory manner and in accord with all applicable local, state, and federal standards then in effect. Notwithstanding the foregoing, City inspection, approval or acceptance of the Improvements shall not relieve the Owner of its obligations to fulfill this Agreement as provided herein, nor shall the City be estopped from bringing any action for damages arising from Owner’s failure to comply with the terms and conditions of this Agreement. 6. ONE YEAR REPAIR AND WARRANTY PERIOD. For a period of one year from the date the City approves the completed Improvements, Owner agrees to maintain the Improvements and repair any defects or unsatisfactory work to the reasonable satisfaction of the City Engineer. The City shall provide written notice of any repair or correction work which, in the reasonable opinion of the City Engineer, must be completed. If within the one- year period Owner fails, refuses or neglects to complete any such repairs or corrections within 30 days of receipt mailing by Owner of written notice from the City, or such reasonably longer period if the repair or correction work cannot be reasonably completed within such 30 day period, the City may complete the work and recover the reasonable cost and expense of doing so from Owner, including proceeding against the security posted by Owner as required in section 6 below. 7. SECURITY a. Owner will be required, prior to commencing construction of the Improvements and at the sole discretion of City, to execute and deliver to City the following bonds: (1) Faithful Performance Bond. Owner shall submit a corporate surety bond in the amount of 100% of the total estimated cost of construction of the Improvements indicated in Section 3, guaranteeing the faithful performance of this Agreement. The bond shall be executed as surety by a corporation authorized to issue surety bonds in the State of California and shall be in a form and with a surety approved by the City Attorney. Any additions, alterations or modifications to this Agreement or the plans and specifications including any extension of time within which the Improvements may be completed, shall not release or exonerate the surety(ies) on the bond. (2) Labor and Materials Bond. Owner shall submit a corporate surety bond in the amount of 100% of the total estimated cost of construction of the Improvements as indicated in Section 3, guaranteeing the payment of all persons for labor or materials furnished in the construction of the Improvements. The bond shall be executed as surety by a corporation authorized to issue surety bonds in the State of California and shall be in a form and with a surety approved by the City Attorney. (3) Maintenance Bond. Before the City’s acceptance of the Improvements, Owner shall deposit with the City either cash or an acceptable corporate surety bond in the amount of 50% of the estimated cost of construction of the Improvements indicated in Section 3, as security for maintenance of the Improvements and to guarantee the Improvements against any defective work or labor done, or defective materials used in the work. b. As a part of the obligation guaranteed by the security, and in addition to the full amount of the security, there shall be included costs and reasonable expenses and fees, including attorneys’ fees, incurred by the City in enforcing the obligations secured. 8. OWNER'S WARRANTY. The undersigned warrants to City that Owner is the sole titleholder to the Subject Property, and that the signatory is authorized to execute this Agreement on behalf of the Owner. 9. ENCROACHMENT PERMIT; OTHER PERMISSIONS; PREVAILING WAGES. a. Encroachment permit. For any work done in the public right-of-way, Owner shall obtain an encroachment permit from the City and shall, at its sole cost, furnish the City with the required certificates of insurance and endorsements for review and approval by the City before the start of any work, and shall maintain insurance throughout the duration of the Agreement. Owner will obtain any and all other permits that may be required to complete the Improvements, including, but not limited to, permits from __________________. b. Prevailing wages. If it is determined that Owner is required to pay prevailing wages for the work performed under this Agreement, the Owner shall pay all penalties and wages as required by law. 10. HOLD HARMLESS. To the fullest extent permitted by law, Owner shall hold harmless and, upon request, promptly and fully protect, defend and indemnify City and its officers, agents, and employees from any liability or claims, including any actions at law or equity, for personal injury, including death, to any person or damage to any property arising out of the acts or omissions of Owner or of any officer, agent or employee of Owner or any contractor or subcontractor of Owner during (i) the construction or subsequent use of the Improvements, or (ii) caused in whole or in part by any activity authorized or required by this Agreement, or the performance or nonperformance of the work. 11. DEFAULT. a. Owner shall be deemed to be in default of this Agreement if Owner or any officer, agent or employee of Owner fails to comply with any of the provisions of this Agreement and to remedy such failure within ten (10) calendar days of receipt of written notice from City specifying the nature of such failure. The determination as to whether such default has occurred shall be made by the City Manager or designee. b. If the default relates to a failure of Owner to complete the Improvements in accordance with the terms of this Agreement, City may, after first giving the Owner at least ten (10) days prior written notice of its intent to do so, elect to construct or arrange for the construction of the Improvements on behalf of and at the expense of Owner. Should City elect this option, City shall be entitled to recover from Owner the actual cost to City of completing the Improvements, plus an administrative fee of 5% of the actual cost. City shall make a written demand for such costs and fee on or after the time the Improvements are deemed complete. In the event Owner fails to pay the costs and fee so demanded within ten (10) days of receipt of the demand, the amount of the costs and fee shall become a personal obligation of the Owner and a lien against the Subject Property. City may enforce such a lien by judicial foreclosure or any other proceeding authorized by law. If the Subject Property is subdivided at the time the lien is imposed, the amount of the lien shall be divided proportionately among the various parcels. c. In the event that City serves a notice of default upon Owner’s surety, Owner’s surety shall have the duty to take over and complete the Improvements herein specified; provided, however, that if the surety, within five (5) days after such notice by City fails to provide City with a written acknowledgment that the surety will take over and complete such Improvements, then by further written notice to the surety by City, City may elect to take over the work and prosecute the same to completion, by contract or by any other method City may deem advisable, for the account and at the expense of the Owner and Owner's surety. Owner and Owner's surety shall be liable to the City for any cost or damages occasioned City thereby, including those costs and reasonable expenses including attorneys’ fees; and in such event, City, without liability for so doing, may take possession of, and utilize in completing the Improvements, such materials, appliances, plans and other property belonging to Owner as may be on the site of the work and necessary therefore. 12. ATTORNEY FEES. Should it become necessary for either party hereto to institute legal action against the other to enforce any part of this Agreement or any lien arising thereunder, all reasonable costs and expenses incurred by the prevailing party in successfully enforcing this Agreement or lien shall be paid by the non-prevailing party, including reasonable attorney fees. All such costs, expenses and fees shall be taxed as costs and included in any judgment rendered, and may also become a lien on the Subject Property. 13. AGREEMENT BINDING ON SUCCESSORS IN INTEREST. The provisions of this Agreement are for the benefit of the Subject Property as well as for the protection of the health, safety, and welfare of the residents of the City. For this reason, such provisions are intended to bind, and shall bind the heirs, executors, administrators, grantees and any other assignees or successors in interest of the Owner; and any burden imposed by such provisions shall run with the Subject Property. 14. RECORDATION. Immediately following execution, this Agreement shall be recorded by City in the Official Records of the County Recorder of the County of San Mateo. 15. NOTICES. All notices given by City to Owner pursuant to Paragraphs 2 and 10 of this Agreement shall be by personal service or sent by certified or registered mail, return receipt requested, with delivery restricted to addressee only. The date of delivery on the return receipt shall be conclusive upon all parties to this Agreement. All other notices, demands, requests, consents, approvals or communications that either party desires or is required by this Agreement to give to the other shall be in writing and either served personally or sent by prepaid, first-class mail. Notice mailed in this manner shall be conclusively deemed communicated within forty-eight (48) hours from time of mailing. Either party may change its address by notifying the other party in writing. Until notification of such change has been received, all notices sent under this Paragraph shall be addressed as follows: Owner: xxx Attn: xxx xxx xxx City: City of South San Francisco Attn: xxx xxx 16. INTERPRETATION. The parties agree that they have carefully reviewed this Agreement, have consulted independent counsel if they saw fit or have independently elected not to do so. The doctrine that any ambiguities in a contract are to be resolved against the drafting party, shall not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. This Agreement shall be interpreted and construed according to the domestic laws of the State of California, without regard to the choice of law doctrine. 17. SEVERABILITY. If any part, term, or provision of this Agreement is held by any court to be unlawful and void, the validity of the remaining portions shall not be affected and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be invalid. 18. MODIFICATION. This Agreement may be modified or amended only with the prior written consent of the parties, or their successors in interest. Such modifications and amendments shall be executed with the same formality as this Agreement, shall be recorded, and shall be interpreted as provided in this Agreement. 19. EFFECTIVE DATE. This Agreement shall become effective on the date of execution, which shall be deemed to be the date first written above. 20. QUITCLAIM DEED. Upon performance of Owner’s obligations under this Agreement, City agrees, if requested by Owner, to execute, acknowledge and deliver a quitclaim deed to Owner within thirty (30) days after performance and to execute, acknowledge and deliver any other documents required by any title company to remove the cloud of this Agreement from the title to the Subject Property. IN WITNESS WHEREOF, the parties hereto have hereunto executed this Agreement on the date hereinafter indicated. [SIGNATURES ON THE FOLLOWING PAGE] CITY ____________________________________ Charles Michael Futrell, City Manager ATTEST ____________________________________ Rosa Acosta, City Clerk APPROVED AS TO FORM ____________________________________ City Attorney Owner ____________________________________ [NAME], Property Owner 3380057.1 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:19-849 Agenda Date:10/9/2019 Version:1 Item #:2b. Resolution approving an Outside Sewer Service Agreement with the property owners of 386 Dorado Way (APN # 013-124-020), and authorizing the City Manager to execute the agreement for recordation. WHEREAS,the City has received a request from Danial Shahbaz on behalf of Mohammad &Nasira Shahbaz, owners of a parcel to be developed as a single-family home at 386 Dorado Way (APN 013-124-020)(the “property”),to authorize sewer connections from the properties to the City of South San Francisco’s (“City”) sanitary sewer system; and WHEREAS,the property is located within the unincorporated portion of San Mateo County (“County”), commonly known as the Country Club Park subdivision,which is outside the jurisdictional boundaries of the City but inside the City’s sphere of influence and sewer service area; and WHEREAS,the property owners have submitted an application to the County for construction of a single family home at the property, but the property does not have a sewer connection; and WHEREAS,the County’s approval of the proposed development of the property is conditioned upon the property owner obtaining a new sewer connection and service for the property from the City; and WHEREAS,in order to assist residents of the County Club Park area eliminate obsolete septic systems and move forward with related property improvements prior to annexation of the area to the City,the City has entered into several outside sewer service agreements with various property owners in this area to permit them to connect to the City’s sewer system; and WHEREAS,the Outside Sewer Service Agreement (“Agreement”),attached hereto and incorporated as Exhibit A,addresses issues relating to extending sewer service to unincorporated County area such as future protests against proposed annexation,payment of sewer connection and service fees,cost-share of public improvements and additional sewer facilities needed to serve the area,and construction and maintenance of a sewer lateral for the property; and WHEREAS, the Agreement has been reviewed and accepted by the property owners; and WHEREAS,the proposed sewer extension is categorically exempt from the California Environmental Quality Act (CEQA),pursuant to Section 15302,Class 2 (c),as a replacement or reconstruction of existing utility systems and/or facilities involving negligible or no expansion of capacity;further,it is also categorically exempt based on Section 15303,Class 3 (d),as a “water main,sewage,electrical,gas and other utility extensions,including street improvements,of reasonable length to serve such construction”,which would include “construction and location of limited numbers of new, small facilities or structures”; and WHEREAS,staff recommends approval of the Agreement to be executed with the property owners at 386City of South San Francisco Printed on 10/18/2019Page 1 of 2 powered by Legistar™ File #:19-849 Agenda Date:10/9/2019 Version:1 Item #:2b. WHEREAS,staff recommends approval of the Agreement to be executed with the property owners at 386 Dorado Way (APN # 013-124-020). NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council approves an Outside Sewer Service Agreement,attached hereto as Exhibit A,to be executed with the property owners of 386 Dorado Way (APN # 013-124-020). BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute the agreement on behalf of the City of South San Francisco and to make amendments and modifications thereto that do not substantially alter the terms of the agreement or increase the City’s obligations,subject to approval by the City Attorney,and to record the agreement in the San Mateo County official records upon execution. BE IT FURTHER RESOLVED that the resolution shall become effective immediately upon its passage and adoption. ******* City of South San Francisco Printed on 10/18/2019Page 2 of 2 powered by Legistar™ RECORDING REQUESTED BY AND WHEN RECORDED RETURN DOCUMENT TO: City Clerk City Of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 With a copy to: San Mateo LAFCo 455 County Center, 2nd Floor Redwood City, CA 94063 OUTSIDE SEWER SERVICE AGREEMENT RECITALS WHEREAS, the City of South San Francisco, California, a municipal corporation (“City”) owns and operates public sewer facilities within its boundaries; and, WHEREAS, the ______________ (“Owner”) is the owner of property located at ___________________, County of San Mateo (“Parcel”), which property is outside the boundaries of the City and is therefore not entitled to connect to or use City’s sewer facilities, but is within the City’s Sphere of Influence as defined under state law; and, WHEREAS, the property is identified as APN ________________ by the San Mateo County Assessor; and, WHEREAS, Owner desires the Parcel to receive sewer services from the City; and, WHEREAS, City has agreed to allow such sewer connection and provide sewer services subject to the terms and conditions of this Outside Sewer Services Agreement (“Agreement”); and WHEREAS, on ________________, the City Council of the City adopted a Resolution authorizing the application by the City to San Mateo Local Agency Commission (LAFCo) requesting approval for extension of sewer services to the Parcel pursuant to Government Code Section 56133; and WHEREAS, as a condition to said sewer service connection, LAFCo has required the Owner to evidence consent to annexation to the City and waiver of protest to such annexation in the event the Parcel were to be proposed for annexation to the City; and WHEREAS, Owner desires to evidence such consent and waiver as aforesaid; and WHEREAS, Owner understands that any future annexation to the City is subject to any and all City rights and determinations, whether legislative, quasi-judicial, administrative, or however characterized, with respect to any proposed annexation of the Parcel to the City. Now, therefore, City and Owner agree as follows: AGREEMENT Owner is hereby authorized to connect to City’s sewer line, located within the right of way running along _________________, subject to the following conditions: 1. Consent to Future Annexation. In the event the Parcel shall be proposed for annexation to the City, Owner hereby consents to said annexation, and hereby waives Owner’s rights to protest such annexation pursuant to the provisions of law governing such annexations. a. Taxes or Other Charges. In the event annexation of the Parcel to the City shall be duly approved by all agencies having jurisdiction thereof, Owner agrees that the Parcel shall be subject to any and all general, special, extraordinary, or additional taxes or assessments, or any and all general, special extraordinary, or additional service charges, fees, or rates, levied against, imposed upon, or otherwise pertaining to the Parcel by any and all agencies, including the City, having jurisdiction thereof in the same fashion as other like property located within the territorial limits of the City. 2. Improvements in the Event of Annexation. If a request for annexation is approved by the San Mateo Local Agency Commission (“LAFCo”) the Parcel is annexed to the City of South San Francisco, Owner, on behalf of themselves, their successors and assigns, agrees to comply with either of the following conditions: a. Design and construct public improvements including sidewalk, curb and gutter improvements for the Parcel. Accordingly, Owner shall, upon the request of City an in a form provided by the City, execute a subsequent Deferred Improvement Agreement guaranteeing the construction of such public improvements and compliance with other permitting, security, and regulatory requirements for constructing the improvements. A form Deferred Improvement Agreement template is attached to this Agreement as Exhibit A and incorporated herein by this reference; or alternatively, b. Pay for the design and construction of public improvements including sidewalk, curb and gutter improvements for the Parcel, by paying a one-time charge, hereafter called a “public improvements fee,” for the purpose of funding construction of said improvements from the property to the centerline of the street or roadway, covering one-half of the street or roadway. The public improvements fee shall be a figure representing the cost of constructing such improvements from the property to the centerline of the street or roadway. Thus, as an example only, if the cost for constructing a sidewalk, driveways, curbs, gutters, two-inch grind overlay to the centerline, design costs, and contingency for a property is estimated to be $244 per foot, the cost of constructing said improvements would be approximately $51,500. 3. Owner, on behalf of themselves, their administrators, heirs, assigns, and transferees,, agrees to pay a pro-rata share of construction of new sewer facilities installed, owned and operated by City, if the City secures the funding for such facilities, for the purpose of providing sewer service to the area, including the Parcel, known as “Country Club Park . a. Accordingly, Owner agrees to participate in an assessment district to fund construction of new sewer facilities serving the Parcel, or b. Alternatively, pay a one-time charge, hereinafter referred to as the “frontage fee”, for the purpose of funding construction of said new facilities. The frontage fee shall be a figure representing one-half of the cost of said improvements, apportioned to each parcel served in a pro rata fashion, and then applied to individual parcels according to the amount of each parcel’s frontage to the City’s facilities, measured in lineal feet. Thus, as an example only, if the frontage fee were established in the amount of $244 per foot, a parcel that has 100 feet of frontage will pay $24,400. 4. Owner shall, where a sewer lateral does not exist to serve the property directly, construct the sewer lateral at their sole cost and expense. Owner shall obtain all applicable permits, including any construction and encroachment permits, prior to commencing construction. All work shall be in accordance with plans and specifications approved by the City, and Owner shall reimburse the City for all costs of engineering and inspection incurred by the City for the sewer lateral extension. In addition, Owner shall obtain a permit from the City to connect to the sewer lateral and shall pay all applicable permit charges prior to beginning any on-site construction. Further, Owner shall be responsible for the maintenance, repair and replacement of the sewer lateral. 5. Owner agrees to pay a one-time sewer connection fee and sewer services fee as follows: a. Owner will be charged, and shall pay, (1) a one-time sewer connection fee; and (2) an annual sewer service charge, both under then-applicable schedules of rates and charges, as may be amended from time to time. b. Should Owner fail or refuse to pay the sanitary sewer charges required herein on or before the due date, the City may elect to collect said charges by commencement of a suit within 30 days after demand for payment and Owner shall pay all costs of the suite and reasonable attorney’s fees incurred therewith. As an alternative remedy, the City may require Owner to disconnect from the City’s sanitary sewer system at Owner’s sole cost and expense. 6. The sewer connection and subsequent service provided under this Agreement is limited to existing legal lots of record as of October 9, 2019 , or lots existing on the Parcel as of the date of this Agreement, whichever is fewer. City is under no obligation to provide additional hookups or service to subsequently created lots on the Parcel. This requirement is not intended to prohibit a lot line adjustment, so long as it does not result in creation of lots exceeding in number the lots which existed on the Parcel on October 9, 2019 , or lots existing on the Parcel as of the date of this Agreement, whichever is fewer. 7. The Owner shall pay for all City costs in connection with preparing and processing this Agreement, and with processing the Owner’s application for sewer services. The Owner shall deposit with the City $5,000 to cover initial cost and pay the remainder of any costs over $5,000 prior to recordation of the Agreement by the County of San Mateo. The deposit shall not be refundable if Owner withdraws the application after making the deposit. 8. Owner shall conform to the current City standards for sewer lateral construction, maintenance and inspection including those set forth under South San Francisco Municipal Code Chapter 14.14, most currently in effect and as may be amended from time to time, between the City main and the Parcel. Owner shall be responsible for the costs necessary to perform any inspections, testing, repairs, reconstruction, replacement, and/or clean out installation as required by the City Engineer to conform the sewer lateral to current City standards. 9. For all future developments and constructions on the Parcel, Owner agrees to conform to the relevant height, aircraft noise, and safety policies and compatibility criteria contained in the most recently adopted version of the San Mateo County Comprehensive Airport Land Use Plan for the environs of San Francisco International Airport. 10. Owner shall and does hereby agree to hold the City, its officers, agents and employees free and harmless from any claim or action arising out of this Agreement, and the said connection to the City’s sanitary system and/or the connection into the City’s sanitary sewer system, and owner shall and does hereby agree to defend any or all such claims and actions and to indemnify the City for any losses sustained as a result thereof. 11. The parties hereto acknowledge that this Agreement is subject to approval by LAFCo, and shall not be effective absent such approval. Owner agrees to prepare all necessary application materials, and to pay all required fees, in connection with City’s application to LAFCo for approval of this Agreement. If LAFCo agrees that their approval is not required, owner shall provide a letter from LAFCo indicating this. 12. The covenants and conditions contained in this Agreement shall inure to the benefit of and bind the respective parties hereto and their successors, heirs, assigns, and transferees , and all covenants shall apply to and run with the land. 13. City and Owner agree that a copy of this Agreement shall be recorded with the County recorder of San Mateo County to give constructive notice of its terms, and that this Agreement shall not be effective until such recording. 14. This Agreement represents the final expression of the parties hereto with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement. No modification of this Agreement shall be effective unless and until such modification is evidenced by a writing signed by both parties. 15. CAPTIONS. Paragraph headings as used herein are for convenience only, and shall not be deemed to affect the meaning or intent of the paragraph headed thereby. IN WITNESS WHEREOF, the parties have executed this Agreement, as of the date set forth below. Date: ________________________ THE CITY OF SOUTH SAN FRANCISCO BY:________________________________ Charles Michael Futrell, City Manager Date: ______________________ BY: ______________________________ , Owner ___________________________ Printed Name and Title Approved as to form: By: ________________________ City Attorney 3380016.2 3380016.4 Recorded at the Request of, and Return to: Exempt from Recording Fees per G.C. secs. 6103, 27383 Re: APN: ____________________________ DEFERRED IMPROVEMENT AGREEMENT FOR OUTSIDE SEWER SERVICES This Deferred Improvement Agreement (“Agreement”) is made and entered into this ________ day of ______________, 2019 (“Effective Date”), by and between City of South San Francisco (hereinafter the "City"), and______________ (hereinafter "Owner"). The City and the Owner are collectively referred to herein as the “Parties.” R E C I T A L S A. Owner owns certain real property located in the City of South San Francisco, County of San Mateo, State of California, commonly referred to as APN: _______________. The parcel is hereinafter referred to as the “Subject Property”. B. The Subject Property is outside the boundaries of the City and is therefore not entitled to connect to or use City’s sewer facilities, but it is within the City’s sphere of influence as defined by state law. C. The Owner desires to utilize the Subject Property’s existing sewer connection in order to receive sewer services from the City, and the City and Owner have executed an Outside Sewer Service Agreement, attached hereto and incorporated as Exhibit A. D. A condition pursuant to the Outside Sewer Service Agreement for the Subject Property require the Owner to complete the following public improvements: _________________________________________________________________________ (hereinafter the “Improvements”) upon annexation of the Subject Property to the City. Owner shall be responsible for the cost of designing and constructing the Improvements when requested by the City as outlined in Section 2 below. E. City requires Owner to enter into this Agreement to ensure that the Improvements shall be designed and constructed by Owner pursuant to the terms hereof upon annexation of the Subject Property to the City. City also requires Owner to obtain all necessary permits for access and construction of the Improvements, and to enter into any other necessary agreements to allow for the construction of the Improvements. F. Owner is willing to enter into this Agreement to design and construct the Improvements at a later date upon annexation of the Subject Property to the City, and under the terms and conditions set forth herein. A G R E E M E N T NOW, THEREFORE, BE IT AGREED as follows: 1. RECITALS. The foregoing recitals are true and correct and are incorporated into this Agreement by this reference. 2. IMPROVEMENTS TO BE CONSTRUCTED. Owner agrees to design and construct or cause to be constructed the Improvements outlined in Recital D above. The Improvements shall conform to all applicable local, state and federal laws, and standards in effect at the time of construction, and shall be completed in a manner satisfactory to the City Manager or designee. 3. TIME OF CONSTRUCTION. Owner’s obligation to design and construct or cause to be constructed the Improvements shall commence upon a request for annexation is approved by the San Mateo Local Agency Commission (“LAFCO”) and the Subject Property is annexed to the City of South San Francisco. Upon annexation of the Subject Property, Owner shall design and construct or cause to be constructed the Improvements within the time set forth in a written demand from the City Manager or designee, who shall have the sole and exclusive right and power to determine the date at which construction of the Improvements shall commence and be completed; provided, however, that Owner shall be given at least _____ days after notification to complete the work. 4. COST OF CONSTRUCTION. The Improvements shall be designed and constructed at the sole cost and expense of Owner, and Owner shall pay such connection, inspection, and other fees as shall at the time be required by any ordinance and resolutions of the City. The total estimated cost of construction is _______________ ($______________), which includes costs of constructing the Improvements and for inspection, testing, permits, and City administration. 5. APPROVAL BY THE CITY. All work required under this Agreement shall be subject to inspection by the City and shall not be deemed complete until the City has indicated in writing that the Improvements have been completed in a satisfactory manner and in accord with all applicable local, state, and federal standards then in effect. Notwithstanding the foregoing, City inspection, approval or acceptance of the Improvements shall not relieve the Owner of its obligations to fulfill this Agreement as provided herein, nor shall the City be estopped from bringing any action for damages arising from Owner’s failure to comply with the terms and conditions of this Agreement. 6. ONE YEAR REPAIR AND WARRANTY PERIOD. For a period of one year from the date the City approves the completed Improvements, Owner agrees to maintain the Improvements and repair any defects or unsatisfactory work to the reasonable satisfaction of the City Engineer. The City shall provide written notice of any repair or correction work which, in the reasonable opinion of the City Engineer, must be completed. If within the one- year period Owner fails, refuses or neglects to complete any such repairs or corrections within 30 days of receipt mailing by Owner of written notice from the City, or such reasonably longer period if the repair or correction work cannot be reasonably completed within such 30 day period, the City may complete the work and recover the reasonable cost and expense of doing so from Owner, including proceeding against the security posted by Owner as required in section 6 below. 7. SECURITY a. Owner will be required, prior to commencing construction of the Improvements and at the sole discretion of City, to execute and deliver to City the following bonds: (1) Faithful Performance Bond. Owner shall submit a corporate surety bond in the amount of 100% of the total estimated cost of construction of the Improvements indicated in Section 3, guaranteeing the faithful performance of this Agreement. The bond shall be executed as surety by a corporation authorized to issue surety bonds in the State of California and shall be in a form and with a surety approved by the City Attorney. Any additions, alterations or modifications to this Agreement or the plans and specifications including any extension of time within which the Improvements may be completed, shall not release or exonerate the surety(ies) on the bond. (2) Labor and Materials Bond. Owner shall submit a corporate surety bond in the amount of 100% of the total estimated cost of construction of the Improvements as indicated in Section 3, guaranteeing the payment of all persons for labor or materials furnished in the construction of the Improvements. The bond shall be executed as surety by a corporation authorized to issue surety bonds in the State of California and shall be in a form and with a surety approved by the City Attorney. (3) Maintenance Bond. Before the City’s acceptance of the Improvements, Owner shall deposit with the City either cash or an acceptable corporate surety bond in the amount of 50% of the estimated cost of construction of the Improvements indicated in Section 3, as security for maintenance of the Improvements and to guarantee the Improvements against any defective work or labor done, or defective materials used in the work. b. As a part of the obligation guaranteed by the security, and in addition to the full amount of the security, there shall be included costs and reasonable expenses and fees, including attorneys’ fees, incurred by the City in enforcing the obligations secured. 8. OWNER'S WARRANTY. The undersigned warrants to City that Owner is the sole titleholder to the Subject Property, and that the signatory is authorized to execute this Agreement on behalf of the Owner. 9. ENCROACHMENT PERMIT; OTHER PERMISSIONS; PREVAILING WAGES. a. Encroachment permit. For any work done in the public right-of-way, Owner shall obtain an encroachment permit from the City and shall, at its sole cost, furnish the City with the required certificates of insurance and endorsements for review and approval by the City before the start of any work, and shall maintain insurance throughout the duration of the Agreement. Owner will obtain any and all other permits that may be required to complete the Improvements, including, but not limited to, permits from __________________. b. Prevailing wages. If it is determined that Owner is required to pay prevailing wages for the work performed under this Agreement, the Owner shall pay all penalties and wages as required by law. 10. HOLD HARMLESS. To the fullest extent permitted by law, Owner shall hold harmless and, upon request, promptly and fully protect, defend and indemnify City and its officers, agents, and employees from any liability or claims, including any actions at law or equity, for personal injury, including death, to any person or damage to any property arising out of the acts or omissions of Owner or of any officer, agent or employee of Owner or any contractor or subcontractor of Owner during (i) the construction or subsequent use of the Improvements, or (ii) caused in whole or in part by any activity authorized or required by this Agreement, or the performance or nonperformance of the work. 11. DEFAULT. a. Owner shall be deemed to be in default of this Agreement if Owner or any officer, agent or employee of Owner fails to comply with any of the provisions of this Agreement and to remedy such failure within ten (10) calendar days of receipt of written notice from City specifying the nature of such failure. The determination as to whether such default has occurred shall be made by the City Manager or designee. b. If the default relates to a failure of Owner to complete the Improvements in accordance with the terms of this Agreement, City may, after first giving the Owner at least ten (10) days prior written notice of its intent to do so, elect to construct or arrange for the construction of the Improvements on behalf of and at the expense of Owner. Should City elect this option, City shall be entitled to recover from Owner the actual cost to City of completing the Improvements, plus an administrative fee of 5% of the actual cost. City shall make a written demand for such costs and fee on or after the time the Improvements are deemed complete. In the event Owner fails to pay the costs and fee so demanded within ten (10) days of receipt of the demand, the amount of the costs and fee shall become a personal obligation of the Owner and a lien against the Subject Property. City may enforce such a lien by judicial foreclosure or any other proceeding authorized by law. If the Subject Property is subdivided at the time the lien is imposed, the amount of the lien shall be divided proportionately among the various parcels. c. In the event that City serves a notice of default upon Owner’s surety, Owner’s surety shall have the duty to take over and complete the Improvements herein specified; provided, however, that if the surety, within five (5) days after such notice by City fails to provide City with a written acknowledgment that the surety will take over and complete such Improvements, then by further written notice to the surety by City, City may elect to take over the work and prosecute the same to completion, by contract or by any other method City may deem advisable, for the account and at the expense of the Owner and Owner's surety. Owner and Owner's surety shall be liable to the City for any cost or damages occasioned City thereby, including those costs and reasonable expenses including attorneys’ fees; and in such event, City, without liability for so doing, may take possession of, and utilize in completing the Improvements, such materials, appliances, plans and other property belonging to Owner as may be on the site of the work and necessary therefore. 12. ATTORNEY FEES. Should it become necessary for either party hereto to institute legal action against the other to enforce any part of this Agreement or any lien arising thereunder, all reasonable costs and expenses incurred by the prevailing party in successfully enforcing this Agreement or lien shall be paid by the non-prevailing party, including reasonable attorney fees. All such costs, expenses and fees shall be taxed as costs and included in any judgment rendered, and may also become a lien on the Subject Property. 13. AGREEMENT BINDING ON SUCCESSORS IN INTEREST. The provisions of this Agreement are for the benefit of the Subject Property as well as for the protection of the health, safety, and welfare of the residents of the City. For this reason, such provisions are intended to bind, and shall bind the heirs, executors, administrators, grantees and any other assignees or successors in interest of the Owner; and any burden imposed by such provisions shall run with the Subject Property. 14. RECORDATION. Immediately following execution, this Agreement shall be recorded by City in the Official Records of the County Recorder of the County of San Mateo. 15. NOTICES. All notices given by City to Owner pursuant to Paragraphs 2 and 10 of this Agreement shall be by personal service or sent by certified or registered mail, return receipt requested, with delivery restricted to addressee only. The date of delivery on the return receipt shall be conclusive upon all parties to this Agreement. All other notices, demands, requests, consents, approvals or communications that either party desires or is required by this Agreement to give to the other shall be in writing and either served personally or sent by prepaid, first-class mail. Notice mailed in this manner shall be conclusively deemed communicated within forty-eight (48) hours from time of mailing. Either party may change its address by notifying the other party in writing. Until notification of such change has been received, all notices sent under this Paragraph shall be addressed as follows: Owner: xxx Attn: xxx xxx xxx City: City of South San Francisco Attn: xxx xxx 16. INTERPRETATION. The parties agree that they have carefully reviewed this Agreement, have consulted independent counsel if they saw fit or have independently elected not to do so. The doctrine that any ambiguities in a contract are to be resolved against the drafting party, shall not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. This Agreement shall be interpreted and construed according to the domestic laws of the State of California, without regard to the choice of law doctrine. 17. SEVERABILITY. If any part, term, or provision of this Agreement is held by any court to be unlawful and void, the validity of the remaining portions shall not be affected and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be invalid. 18. MODIFICATION. This Agreement may be modified or amended only with the prior written consent of the parties, or their successors in interest. Such modifications and amendments shall be executed with the same formality as this Agreement, shall be recorded, and shall be interpreted as provided in this Agreement. 19. EFFECTIVE DATE. This Agreement shall become effective on the date of execution, which shall be deemed to be the date first written above. 20. QUITCLAIM DEED. Upon performance of Owner’s obligations under this Agreement, City agrees, if requested by Owner, to execute, acknowledge and deliver a quitclaim deed to Owner within thirty (30) days after performance and to execute, acknowledge and deliver any other documents required by any title company to remove the cloud of this Agreement from the title to the Subject Property. IN WITNESS WHEREOF, the parties hereto have hereunto executed this Agreement on the date hereinafter indicated. [SIGNATURES ON THE FOLLOWING PAGE] CITY ____________________________________ Charles Michael Futrell, City Manager ATTEST ____________________________________ Rosa Acosta, City Clerk APPROVED AS TO FORM ____________________________________ City Attorney Owner ____________________________________ [NAME], Property Owner 3380057.1 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:19-824 Agenda Date:10/9/2019 Version:1 Item #:3. Closed Session: Conference with Real Property Negotiators (Pursuant to Government Code Section 54956.8) Properties: 432 Baden Avenue (APN 012-321-160) City Negotiators: Deanna Talavera and Nell Selander Negotiating Parties: City of South San Francisco and Sierra Investment Group Under Negotiation: Review of Price and Terms City of South San Francisco Printed on 12/26/2019Page 1 of 1 powered by Legistar™