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Reso 73-2024 (24-347)
FIRST AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND LOTUS WATER THIS FIRST AMENDMENT TO THE CONSULTING SERVICES AGREEMENT is made at South San Francisco, California, as of May 22, 2024 by and between THE CITY OF SOUTH SAN FRANCISCO (“City”), a municipal corporation, and Lotus Water (“Consultant”), (sometimes referred together as the “Parties”) who agree as follows: RECITALS On May 24, 2023, City and Consultant entered that certain Consulting Services Agreement (“Agreement”) whereby Consultant agreed to a Storm Drain Master Plan(SDMP) study including: • a systemwide survey and assessment of the current storm drain infrastructure’s pipes, manholes, drains, and pump stations • a full catalog, inventory, and GIS database • defined and detailed storm drainage design standards specific for the City • an updated hydraulic model an updated CIP of system improvements and maintenance. A true and correct copy of the Agreement and its exhibits is attached as Exhibit A. A. City and Consultant now desire to amend the Agreement. NOW, THEREFORE, for and in consideration of the promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Consultant hereby agree as follows: 1. All terms which are defined in the Agreement shall have the same meaning when used in this Amendment, unless specifically provided herein to the contrary. 2. Section 1. The June 30, 2025 end date for the term of services identified in Section 1 of the Agreement is hereby replaced with June 30, 2026. 3. Section 2. Section - of the Agreement shall be amended such that the City agrees to pay Consultant a sum not to exceed $3,297,689, with the understanding that up to $1,638,731.13 has already been paid to Contractor. Consultant agrees this is the City’s total contribution for payment of costs under the Agreement unless additional payments are authorized in accordance with the terms of the Agreement and said terms of payment are mutually agreed to by and between the parties in writing. All other terms, conditions and provisions in the Agreement remain in full force and effect. If there is a conflict between the terms of this Amendment and the Agreement, the terms of the Agreement will control unless specifically modified by this Amendment. [SIGNATURES ON THE FOLLOWING PAGE] Dated: CITY OF SOUTH SAN FRANCISCO LOTUS WATER By: By: City Manager [NAME] Approved as to Form: By: City Attorney CONTRACT/AGREEMENT APPROVAL FORM Date: Name of Contract/Agreement Originating Department/Responsible Person, ext. Vendor Routing Instructions: TYPE OF CONTRACT: Have there been any changes to the Contract Template? No Yes CONTRACT AMOUNTS: APPROVAL AUTHORITY: INSURANCE REQUIREMENTS: Waivers requested No Yes (If Yes, Route to Risk Manager for signature first) BUDGETARY: Included in Budget (Simpler report attached showing amounts) Amount Project String Accounting String ATTACHMENTS: SIR Questionnaire Agreement and all Exhibits Resolution (all contracts over $150k) Certificate of Insurance, naming City of South San Francisco as an Additional Insured DEPARTMENT HEAD ACKNOWLEDGEMENT: _____________________________________________________ The contract, amendments, exhibits, insurance requirements/waivers and attachments have been reviewed and included. RISK MANAGER APPROVAL OF INSURANCE WAIVER: ________________________________ CITY ATTORNEY APPROVAL OF ENTIRE AGREEMENT: ________________________________ Comments: _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ Approval of Agreement Approval of Insurance Add Agreement to Contract Tracker ASSISTANT CITY MANAGER’S APPROVAL: _________________________________ (Only if amount is over $25,000) FINAL APPROVAL: __________________________________ CITY CLERK: Please attest, keep a copy for your files, and return to Originating Department Please upload to Laserfiche and return to Originating Department COPY SENT TO VENDOR: _______ _____________________ 6/22/23 Storm Drain Master Plan Matt Ruble/6671 Lotus Water ENG>CAO>CMO>CC>ENG Consulting / Design Professional New Specified Amount(s) indicated below DATE AMOUNT DATE AMOUNT Original 6/22/23 2,702,339.00 1st Amendment 2nd Amendment 3rd Amendment 4th Amendment TOTAL 2,702,339.00 Council 2,702,339.00 sd2301-110-600 740-99999-5999 City Manager on behalf of Council.. DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Consulting Services Agreement between [Rev:03.24.2022] May 2, 2023 City of South San Francisco and Lotus Water Page 1 of 22 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND LOTUS WATER THIS AGREEMENT for consulting services (“Agreement”) is made by and between the City of South San Francisco (“City”) and Lotus Water (“Consultant”) (together sometimes referred to as the “Parties”) as of May 2, 2023 (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. The approved Consultant’s Cost Proposal is attached as Exhibit B and incorporated herein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, or Exhibit B, the Agreement shall prevail. 1.1 Performance Period. The term of this Agreement shall begin on the Effective Date and shall end on June 30, 2025 the date of completion, 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. Any recommendation for an agreement award is not binding on the City until the agreement is fully executed and approved by the City. 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. The method of payment for this Agreement will be based on actual costs. The total amount payable by the City shall not exceed $2,702,339. DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Consulting Services Agreement between [Rev:03.24.2022] May 2, 2023 City of South San Francisco and Lotus Water Page 2 of 22 The payments specified herein shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant’s estimated costs of providing the services requi red 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 Actual Costs. The City will reimburse Consultant for actual costs (including labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by Consultant in performance of the work. Consultant will not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimated costs set forth in the approved Consultant’s Cost Proposal (Exhibit B), unless additional reimbursement is provided for by Agreement amendment pursuant to Section 8.3. In no event, will Consultant be reimbursed for overhead costs at a rate that exceeds the City’s approved overhead rate set forth in the Cost Proposal (Exhibit B). Reimbursement for transportation and subsistence costs shal l not exceed the rates specified in the approved Cost Proposal (Exhibit B). In the event, that the City determines that a change to the work from that specified in the Cost Proposal (Exhibit B) and Agreement is required, the Agreement time or actual costs reimbursable by the City shall be adjusted by Agreement amendment, pursuant to Section 8.3 to accommodate the changed work. When milestone cost estimates are included in the approved Cost Proposal (Exhibit B), Consultant shall obtain prior written approv al for a revised milestone cost estimate from the Contract Administrator before exceeding such cost estimate. 2.2 Invoices. Invoices shall be submitted, in duplicate, no later than thirty (30) calendar days after the performance of work for which Consultant is billing. Consultant shall submit invoices, not more often than once per month during the term of this Agreement, based on the costs for services performed and incurred prior to the invoice date. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the Cost Proposal (Exhibit B) and shall reference this Agreement, SSF CIP project number and project title. Invoices shall be mailed to the City’s Contract Administrator at the following address: Department of Public Works – Engineering Division City of South San Francisco 315 Maple Ave South San Francisco, CA 94080 DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Consulting Services Agreement between [Rev:03.24.2022] May 2, 2023 City of South San Francisco and Lotus Water Page 3 of 22 2.3 Monthly Payment. Consultant will be reimbursed promptly according to California Regulations upon receipt by the City’s Contract Administrator of itemized invoices in duplicate. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. Progress payments will be made monthly in arrears based on services provided and allowable incurred costs. A pro rata portion of Consultant’s fixed fee will be included in the monthly progress payments. If Consultant fails to submit the required deliverable items according to the schedule set forth in Scope of Work (Exhibit A), the City shall have the right to delay payment or terminate this Agreement. 2.4 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. 2.5 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 Agreeme nt, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.6 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. 2.7 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 D. 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. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Consulting Services Agreement between [Rev:03.24.2022] May 2, 2023 City of South San Francisco and Lotus Water Page 4 of 22 of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.10 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 o r 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 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 C onsultant 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 equi pment listed in this section, and only under the terms and conditions set forth herein. DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Consulting Services Agreement between [Rev:03.24.2022] May 2, 2023 City of South San Francisco and Lotus Water Page 5 of 22 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 provide Certificates of Insurance, attached hereto and incorporated herein as Exhibit C, 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 DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Consulting Services Agreement between [Rev:03.24.2022] May 2, 2023 City of South San Francisco and Lotus Water Page 6 of 22 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. 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 DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Consulting Services Agreement between [Rev:03.24.2022] May 2, 2023 City of South San Francisco and Lotus Water Page 7 of 22 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 b e submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with 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 cert ified 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 DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Consulting Services Agreement between [Rev:03.24.2022] May 2, 2023 City of South San Francisco and Lotus Water Page 8 of 22 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- 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: DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Consulting Services Agreement between [Rev:03.24.2022] May 2, 2023 City of South San Francisco and Lotus Water Page 9 of 22 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 a ction arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or o missions 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 contrib uted 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 enro llment 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 a s 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 c ontrary, Consultant DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Consulting Services Agreement between [Rev:03.24.2022] May 2, 2023 City of South San Francisco and Lotus Water Page 10 of 22 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 emp loyment 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. 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. DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Consulting Services Agreement between [Rev:03.24.2022] May 2, 2023 City of South San Francisco and Lotus Water Page 11 of 22 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 not less than thirty (30) calendar days written notification to Consultant (delivered by certified mail, return receipt requested). Upon termination, City shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not, and in accordance with Section 9.1. Consultant may cancel this Agreement for cause upon 30 days’ written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the date of notice of termination as provided for in this Agreement; City, however, may condition payment of such compensation upon Consultant delivering to City all materials described in Section 9.1. City may temporarily suspend this Agreement, at no additional cost to City, provided that Consultant is given written notice (delivered by certified mail, return receipt requested) of temporary suspension. If City gives such notice of temporary suspension, Consultant shall immediately suspend its activities under this Agreement. A temporary suspension may be issued concurrent with the notice of termination provided for in this section. 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. DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Consulting Services Agreement between [Rev:03.24.2022] May 2, 2023 City of South San Francisco and Lotus Water Page 12 of 22 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 her ein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.4.1 Subcontracting A. Nothing contained in this contract or otherwise, shall create any contractual relation between City and any subconsultant(s), and no subcontract shall relieve Consultant of its responsibilities and obligations hereunder. Consultant agrees to be as fully responsible to City for the acts and omissions of its subconsultant(s) and of persons either directl y or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by Consultant. Consultant’s obligation to pay its subconsultant(s) is an independent obligation from City’s obligation to make payments to the Consultant. B. Consultant shall perform the work contemplated with resources available within its organization and no portion of the work pertinent to this contract shall be subcontracted without written authorization by City’s Contract Administrator, except that, which is expressly identified in the approved Cost Proposal. C. Consultant shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to Consultant by City. D. Any subcontract in excess of $25,000 entered into as a result of this contract shall contain all the provisions in this contract to be applicable to subconsultants. E. Any substitution of subconsultant(s) must be approved in writing by City’s Contract Administrator prior to the start of work by the subconsultant(s). 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. Notwithstanding any provisions of this Agreement, Consultant shall not be relieved of liability to City for damages sustained by City by virtue of any breach of this Agreement by Consultant, and City may withhold any payments due to Consultant until such time as the exact amount of damages, if any, due City from Consultant is determined. 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; DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Consulting Services Agreement between [Rev:03.24.2022] May 2, 2023 City of South San Francisco and Lotus Water Page 13 of 22 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties 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 f or 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 avai lable 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. 9.3.1 Retention of Records/Audit For the purpose of determining compliance with Public Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and other matters connected with the performance of the contract DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Consulting Services Agreement between [Rev:03.24.2022] May 2, 2023 City of South San Francisco and Lotus Water Page 14 of 22 pursuant to Government Code 8546.7; Consultant, subconsultants, and City shall maintain and make available for inspection all books, documents, papers, accounting records, Independent CPA Audited Indirect Cost Rate workpapers and other evidence pertaining to the performance of the contract, including but not limited to, the costs of administering the contract. All parties, including the Consultant’s Independent CPA, shall make such materials available at their respective offices at all reasonable times during the term of the Agreement and for three years from the date of final payment under the Agreement. The state, State Auditor, City, FHWA, or any duly authorized representative of the Federal Government having jurisdiction under Federal laws or regulations (including the basis of Federal funding in whole or in part) shall have access to any books, records, and documents of Consultant, Subconsultants, and the Consultant;s Independent certified public accountants (CPA) work papers that are pertinent to the Agreement and indirect cost rates (ICR) for audit, examinations, workpaper review, excerpts, and transactions, and copies thereof shall be furnished without limitation. Subcontracts in excess of $25,000 shall contain the provision. 9.3.2 Audit Review Procedures. a. Any dispute concerning a question of fact arising under an interim or post audit of this contract that is not disposed of by agreement, shall be reviewed by City’s Finance Director. b. Not later than 30 days after issuance of the final audit report, Consultant may request a review by City’s Finance Director of unresolved audit issues. The request for review will be submitted in writing. c. Neither the pendency of a dispute nor its consideration by City will excuse Consultant from full and timely performance, in accordance with the terms of this 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. 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 DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Consulting Services Agreement between [Rev:03.24.2022] May 2, 2023 City of South San Francisco and Lotus Water Page 15 of 22 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 ot her 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. During the term of this Agreement, the Consultant shall disclose any financial, business, or other relationship with City that may have an impact upon the outcome of this Agreement or any ensuing City construction project. The Consultant shall also list current clients who may have a financial interest in the outcome of this Agreement or any ensuing City construction project which will follow. Consultant certifies that it has disclosed to City any actual, apparent, or potential conflicts of interest that may exist DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Consulting Services Agreement between [Rev:03.24.2022] May 2, 2023 City of South San Francisco and Lotus Water Page 16 of 22 relative to the services to be provided pursuant to this Agreement. Consultant agrees to advise City of any actual, apparent or potential conflicts of interest that may develop subsequent to the date of execution of this Agreement. Consultant furth er agrees to complete any statements of economic interest if required by either City ordinance or State law. The Consultant hereby certifies that it does not now have nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement. The Consultant hereby certifies that the Consultant or subconsultant and any firm affiliated with the Consultant or subconsultant that bids on any construction contract or on any Agreement to provide construction inspection for any construction project resulting from this Agreement, has established necessary controls to ensure a conflict of interest does not exist. An affiliated firm is one, which is subject to the control of the same persons, through joint ownership or otherwise. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve (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 Jason Hallare, Senior Civil Engineer ("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 DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Consulting Services Agreement between [Rev:03.24.2022] May 2, 2023 City of South San Francisco and Lotus Water Page 17 of 22 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: Robert Dusenbury, PE, Principal-in-Charge Lotus Water 660 Mission Street, Suite 200 San Francisco, CA 94105 City: City Clerk City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 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 a greements, 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. DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Consulting Services Agreement between [Rev:03.24.2022] May 2, 2023 City of South San Francisco and Lotus Water Page 18 of 22 10.15 No Third Party Beneficiaries. This Agreement is made solely for the benefit of the Parties hereto with no intent to benefit any non-signatory third parties. 10.16 Cost Principles and Administrative Requirements. a. Consultant agreed that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31 .000 et seq., shall be used to determine the cost allowability of individual items. b. Consultant also agrees to comply with federal procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. c. Any costs for which payment has been made to Consultant that are determined by subsequent audit to be unallowable under 49 CFR, Part 31 or 2 CFR Part 200 are subject to repayment by Consultant to City. d. When a Consultant or Subconsultant is a Non-Profit Organization or an Institute of Higher Education, the Cost Principles for Title 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards shall apply.. 10.17 State Prevailing Wage Rates. The State of California’s General Prevailing Wage Rates are not applicable to this contract. 10.18 Rebates, Kickbacks or Other Unlawful Consideration. Consultant warrants that this Agreement was not obtained or secured through rebates, kickbacks or other unlawful consideration, either promised or paid to any City employee. For breach or violation of this warranty, City shall have the right in its discretion; to terminate the Agreement without liability; to pay only for the value of the work actually performed; or to deduct from the total compensation stated in this Agreement; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. 10.19 Non-Discrimination and Statement of Compliance. a. Consultant’s signature affixed herein, and dated, shall constitute a certification under penalty of perjury under the laws of the State of California that Consultant has, unless exempt, complied with the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. b. During the performance of this Agreement, Consultant and its subconsultants shall not deny the Agreement’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expres sion, age, sexual orientation, or military and veteran status, nor shall they unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Consulting Services Agreement between [Rev:03.24.2022] May 2, 2023 City of South San Francisco and Lotus Water Page 19 of 22 disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran statusshall Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. c. Consultants and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated there under (2 CCR §11000 et seqCalifornia Code of Regulations, Title 2, Section 7285 et seq.), the provisions of Gov. Code §§11135 - 11139.5, and the regulations or standards adopted by the City to implement such article. The applicable regulations of the Fair Employment and Housing Commission implementing Government Code §12990 (a-f), set forth 2 CCR §§8100-8504set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Contract Agreement by reference and made a part hereof as if set forth in full. d. Consultant shall permit access by representatives of the Department of Fair Employment and Housing and the City upon reasonable notice at any time during the normal business hours, but in no case less than twenty -four (24) hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or the City shall require to ascertain compliance with this clause. e. Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. f. Consultant shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement. g. The Consultant shall comply with regulations relative to Title VI (nondiscrimination in federally-assisted programs of the Department of Transportation – Title 49 Code of Federal Regulations, Part 21 – Effectuation of Title VI of the 1964 Civil Rights Act). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the State of California shall, on the basis of race, color, national origin, religion, sex, age, disability , be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance of their assignees and successors in interest. h. The Consultant, with regard to the work, performed by it during the Agreement shall act in accordance with Title VI. Specifically, the Consultant shall not discriminate on the basis of race, color, national origin, religion, sex, age, or disability in selection and retention of Subconsultants, including procurement of materials and leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the U.S. DOT’s Regulations, including DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Consulting Services Agreement between [Rev:03.24.2022] May 2, 2023 City of South San Francisco and Lotus Water Page 20 of 22 employment practices when the Agreement covers a program whose goal is employment. 10.20 Debarment and Suspension Certification. a. Consultant’s signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that Consultant or any person associated therewith in the capacity of owner, partner, director, officer or manager: 1. Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; 2. Has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; 3. Does not have a proposed debarment pending; and 4. Has not been indicted, convicted, or had a civil judgment rende red against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. b. Any exceptions to this certification must be disclosed to City. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining Consultant responsibility. Disclosures must indicate to whom exceptions apply, initiating agency, and dates of action. c. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal Highway Administration. 10.21 Equipment Purchase and Other Capital Expenditures. a. Prior authorization in writing by City’s Contract Administrator shall be required before Consultant enters into any unbudgeted purchase order, or subcontract exceeding five thousand dollars ($5,000) for supplies, equipment, or Consultant services. Consultant shall provide an evaluation of the necessity or desirability of incurrin g such costs. b. For purchase of any item, service, or consulting work not covered in Consultant’s approved Cost Proposal and exceeding five thousand dollars ($5,000), with prior authorization by City’s Contract Administrator, three competitive quotations must be submitted with the request, or the absence of bidding must be adequately justified. c. Any equipment purchased with funds provided under the terms of this Agreement is subject to the following: DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Consulting Services Agreement between [Rev:03.24.2022] May 2, 2023 City of South San Francisco and Lotus Water Page 21 of 22 1. Consultant shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of five thousand dollars ($5,000) or more. If the purchased equipment needs replacement and is sold or traded in, City shall receive a proper refund or credit at the conclusion of the Agreement, or if the Agreement is terminated, Consultant may either keep the equipment and credit City in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established City procedures; and credit City in an amount equal to the sales price. If Consultant elects to keep the equipment, fair market value shall be determined at Consultant’s expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by City and Consultant, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by City. 2. Regulation 2 CFR Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than five thousand dollars ($5,000) is credited to the project. The Parties have executed this Agreement as of the Effective Date. DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Consulting Services Agreement between [Rev:03.24.2022] May 2, 2023 City of South San Francisco and Lotus Water Page 22 of 22 CITY OF SOUTH SAN FRANCISCO LOTUS WATER ____________________________ _____________________________________ City Manager NAME: TITLE: Attest: _____________________________ City Clerk Approved as to Form: ____________________________ City Attorney 2729962.1 DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Robert Dusenbury Vice President EXHIBIT A SCOPE OF WORK DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED SSF Storm Drain Master Plan Update Proposal | February 2023 LOTUS WATER 23 | Page SCOPE + WORK PLAN DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Scope + Work Plan | Project Approach SSF Storm Drain Master Plan Update Proposal | February 2023 LOTUS WATER 24 | Page PROJECT APPROACH Our initial efforts will focus on problem definition, reviewing available data to clearly define existing challenges and identify gaps in existing knowledge, then all three team members will perform field reconnaissance together to fill those gaps. Lotus will automate the transfer of field data into a master GIS database from which specific information can be exported to create the AutoCAD basemap, model of the storm drain system, and other applications that may arise in the future. The GIS database will be structured so that it can “talk to” CityWorks, CollectiveData, and any other relevant software used by the City. The new model will have sufficient resolution and accuracy to evaluate system performance and flood risks under different climatic scenarios for every block in the City, and it could be paired with high-resolution topography layers to perform detailed risk analyses for properties and structures. Using the new model, Lotus will work collaboratively with the City to prioritize system challenges, develop and prioritize conceptual solutions, and lay out a Capital Implementation Plan with a phased budget horizon and dedicated funding section, as we have done in San Francisco, Seattle, Vancouver, San José and other municipalities on the Peninsula. The project prioritization process will value innovative solutions that provide multiple benefits, create efficiencies via synergies with other planned projects or system elements, add resiliency to the system, and require minimal maintenance. The services described in this scope are based on the tasks in the RFP and our project team’s understanding of what will be necessary to: Build a comprehensive GIS database of the City’s entire storm drain system; Build an H&H model to evaluate system performance and identify insufficiencies that need to be upgraded; and Work with the City to prioritize improvements and lay out a phased implementation plan supported by a realistic funding strategy. Lotus is also experienced in the development of Operations & Maintenance Plans for stormwater infrastructure, including the Orange Memorial Park stormwater capture and reuse system, and has been providing programmatic support to stormwater agencies since 2007. The Project scope, approach, and summary of estimated hours per firm for each task are outlined in detail below. Our Cost Proposal is included as a separate upload to the City’s proposal portal, and it includes a detailed breakdown in LAPM 10-H1 format as required by the RFP. TASK 1 DEVELOP STORM DRAIN MASTER PLAN TASK 1.1 Review Available Data This task will be used as a problem definition phase, throughout which Lotus will work with the City to define short- and long-term goals and priorities for the storm drain system to ensure deliverables will properly support those ambitions. Having a complete and accurate understanding of the storm drain network is critical to identifying and prioritizing system needs. Lotus will review the 2016 Storm Drain Master Plan (SDMP), as-builts, GIS data, block maps, existing CCTV, and any other relevant information from the City to gain a thorough understanding of the current state of knowledge about the system. As gaps are recognized, we may request interviews with select staff to gain the benefits of their related experiences and knowledge, recognizing that most new data will be obtained through field reconnaissance. Capital improvements implemented since the DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Scope + Work Plan | Develop Storm Drain Master Plan SSF Storm Drain Master Plan Update Proposal | February 2023 LOTUS WATER 25 | Page City’s 2016 SDMP will also be reviewed and accounted for in the data gap analysis. Based on this review, Lotus will catalog the information and data needed to be collected in subsequent tasks in order to paint a complete picture of the storm drain system. Deliverables Interviews with select staff, as needed Technical memorandum summarizing data reviewed and additional information to be collected TASK 1.2 System-wide Survey and Condition Assessment Our proposed scope of work includes a survey and condition assessment of the entire storm drain pipe and manhole system within the City of South San Francisco 1, as well as pump stations, force mains, and trash capture devices. Existing information from as-builts, CCTV, and recent CIP projects will be catalogued prior to field reconnaissance, and thoroughly documented assets will be omitted from field work to optimize efficiency. Surveying and assessing 100 miles of storm drain system with associated assets is a major undertaking that is projected to require six months of field work, potentially longer if significant clogging is found that may delay work while clogs are removed. If the City decides to limit the effort due to cost considerations, the Lotus Team will value engineer with the City to define screening criteria that will reduce the overall level of effort while still resulting in a comprehensive evaluation of system condition and performance. Three specialty sub-consultants were brought onto the Team to complete this task. Towill will provide land surveying services, which shall be dated, signed, and sealed by a professional surveyor. PSI will assess the condition of all storm drain pipes and manholes, and V&A will assess the condition of the City’s nine pump stations; both firms are National Association of Sewer Service Companies (NASSCO) certified. Lotus will assess the condition of the trash capture devices based on professional experience and engineering judgment. All necessary traffic control will be provided by subcontractor Calburton, which is included in the cost proposal as a direct expense. At a minimum, the following data will be collected for all pipes and manholes: Pipes: Invert elevation Upstream and downstream nodes Length Diameter Direction Shape Material Age (estimated) Condition Inspection date Manholes: Geospatial location Rim elevation Age (estimated) Condition Inspection date 1 Catch basins and associated laterals are not included in the survey or condition assessment DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Scope + Work Plan | Develop Storm Drain Master Plan SSF Storm Drain Master Plan Update Proposal | February 2023 LOTUS WATER 26 | Page Survey Approach The scope of survey will include locations and inverts of all pipes and manholes, as well as targeted topographic surveying at the shoreline to locate and supply top elevations of selected improvements (levees, floodwalls and berms, etc). Towill will tie into the network previously established as part of their 2018 Sanitary Sewer Surveys in South San Francisco: Horizontal Datum and Grid Projection – North American Datum of NAD 83 (NAD83), California Coordinate System of 1983 (CCS83), Zone III, 2011 (2017.5) epoch Vertical Datum – North American Vertical Datum of 1988 (NAVD 88) For manhole location and survey inspection, Towill will conduct field surveys to locate the center of the manhole of each of the approximately 1,050 structures. The team will generate a report identifying which manholes will need traffic control to safely inspect the cone and invert. They will then coordinate with our traffic control subconsultant, Calburton to safely acquire the dips needed in traffic control areas, proceeding together at a rate of about 10 manholes in traffic-controlled areas per day. For residential streets where traffic control is not necessary, a field crew will conduct inspections of the manholes and collect pipe data at a rate of 16-20 manholes per day in non-traffic-controlled areas. Deliverables will include: an Autocad Civil 3D file, showing point numbers and symbols for SD Manholes; a report in Excel depicting PtNo, northing, easting, latitude, longitude, elevation of the rim, and pipe information; and a file folder with photos of each structure. Condition Assessment Approach PSI will assess all pipes and manholes in the system, either by visual inspection or using CCTV if the asset is not easily accessible. Inspections will be compliant with the NASSCO Pipeline Assessment Certification Program (PACP) and Manhole Assessment Certification Program (MACP) specifications. The condition for each pipe will be recorded according to the PACP condition grading system, which includes numerous structural and O&M-related issues such as cracks, fractures, deformities, surface damage, sediment deposition, root intrusion, and obstructions. Our team crew will provide its own traffic control in residential neighborhoods to maintain vehicle and pedestrian safety during inspections, and Calburton will provide traffic control on busier streets. The field crew is certain to encounter clogs during their inspection. PSI owns their own hydro-vac trucks and will stand ready to clear clogs encountered along the way and dispose the collected debris. Video inspections will be conducted using a remote-controlled camera to enable identification of problem areas and plan for future rehabilitation and repair, such as spot repairs, pipe lining, segment repairs, manhole repairs, etc. as necessary to maintain the proper operation of the system, meet regulatory requirements, and prevent system surcharge. PSI will assess resiliency and sustainability by providing methodically collected field data to the City and utilizing a three-pronged approach to condition assessment projects: 1. In the field, verify what actually exists compared to record designed drawings. 2. Measure and document the condition of infrastructure. 3. Our engineers and support team provide a detailed report complete with data and recommendations for repair, on-going maintenance, and future considerations. DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Scope + Work Plan | Develop Storm Drain Master Plan SSF Storm Drain Master Plan Update Proposal | February 2023 LOTUS WATER 27 | Page V&A is prepared to assist the Team with condition assessment of the nine stormwater pump stations. They will conduct a desktop review of available documentation on the pump stations, followed by top side (no confined space entry) field assessments to visually assess the corrosion condition of accessible major assets such as buildings, piping, pumps, and structures. To complement the visual evaluation, non-destructive testing will be performed to evaluate the thickness of protective coatings on metallic components and the remaining wall thickness of piping. Complementary testing helps to quantify the condition of an asset based on its material of construction. V&A will retain a subconsultant to perform a desktop review and visual assessment of the electrical equipment. Following the field assessment, V&A will summarize the results of the pump station assessment, providing condition ratings for concrete structures and major metallic components of each pump station using VANDA Concrete and Metal Condition Indices. Photographs of typical and notable observations, data tables, and graphics/schematics will be included as necessary to effectively present the findings. Recommendations for improvements, further assessments, and a prioritized list of major repairs and rehabilitation items will also be presented. Data from Towill’s survey, PSI’s pipe and manhole reconnaissance, and V&A’s pump station summary will be compiled into a system-wide condition assessment report that describes the field assessment methods, results, and conclusions. The report will include photographs of the existing conditions, data tables, and graphical and illustrative figures, as required, to present the information gathered during the assessment. The locations and severity of defects will be noted, and the current condition of the structures regarding their state of degradation will be described. Recommendations for concrete and coating rehabilitation or repair will be presented in the report. A draft electronic copy of the report will be submitted for review. Comments will be incorporated, and a final electronic copy will be provided. Deliverables Survey AutoCAD Civil 3D file (2020 Version) Control report PDF of topographic basemap (sheets) Dipsheets of storm drainage structures Records research (available public records from San Mateo County files and on-line portal) Site photos Condition Assessment Draft and Final Report Microsoft Access Database with unique asset identifiers and all assessment information Assumptions Access to site and notification of entry will be provided by others. Fees, permits, or other items not specifically mentioned in this scope of work, if applicable, will be invoiced as additional costs. No encroachment permits are anticipated for this effort. No dewatering of facilities will be required. DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Scope + Work Plan | Develop Storm Drain Master Plan SSF Storm Drain Master Plan Update Proposal | February 2023 LOTUS WATER 28 | Page No staking of right-of-way or Improvements is included in this estimate. A Record of Survey is not included in this estimate. NOTE: Caltrans drainage systems within their right-of-way (e.g., Highway 101) are not included in this scope. TASK 1.3 System Catalog, Inventory, and GIS With the completion of the system-wide survey, Lotus will incorporate the new survey and condition assessment data into the City’s GIS database to create an up-to-date catalog of the City’s storm drain system. Our Team will work collaboratively with the City to define appropriate nomenclature identifying each asset and explore potential options to reorganize the existing City database in a way that better facilitates asset management in the future. Lotus will conduct quality assurance checks on the updated data to affirm their accuracy, consistency, and completeness. The database will be built as a “living” tool that can be continually updated over time to accurately reflect the current state of the storm drain system. If the City would like to have a custom viewer for staff to access the database without needing ArcGIS software, Lotus staff have scripting and coding skills to develop such a tool and could do so as an additional service. The Team will work with Pipeline Observation System Management (POSM) software to match the unique asset IDs in the existing data structure to field data collected during the survey. This process will assure accurate integration of survey results with the existing geospatial data. The assessment results, provided by the surveyor in NASSCO-compliant Microsoft Access databases, will be joined with the existing data layers through automated GIS functionality. Results will also be exported into AutoCAD drawing format. The final product can be used as a multi-functional interactive GIS database, providing valuable insights into the current condition of the storm drain system and guiding decision-making for future maintenance and upgrades. Lotus staff regularly work with city-scale datasets in GIS. As part of our work on the San Mateo County Sustainable Streets Master Plan, Lotus staff reviewed, modified, and analyzed storm drain data for every jurisdiction in San Mateo County, including South San Francisco, modifying catch basin locations to match high resolution LiDAR data for use in a detailed watershed delineation. As part of updating and reviewing the City’s storm drain data in GIS, Lotus will build a map of the system that will be accessible through an online portal, assuming the City has a functional ArcGIS online account accessible by staff. If the City does not have this online platform, Lotus can assist in its development or can host it ourselves as an additional service. This will serve as an easily accessible resource throughout the project (e.g., facilitating review and communication with City staff) and can be used by the City for future operations planning and tracking. Deliverables Technical memorandum describing the update of storm drain data inventory Updated GIS database Online map Updated AutoCAD basemap TASK 1.4 Storm Drain Design Standards The Lotus Team understands the importance of clear and consistent design guidance for building cost-effective and successful projects. Lotus has worked closely with many jurisdictions, including the SFPUC and San Mateo DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Scope + Work Plan | Develop Storm Drain Master Plan SSF Storm Drain Master Plan Update Proposal | February 2023 LOTUS WATER 29 | Page County, to develop and refine stormwater design standards that meet regional regulatory requirements and local priorities. In San Francisco alone Lotus has developed a broad spectrum of design guidance, including Stormwater Design Guidelines, typical details and specifications, GI Construction Guidebook and contractor training, performance monitoring plans, and GI Maintenance Manual. This guidance is supported by a decade of experience designing and implementing street, site, and district-scale stormwater projects. Lotus will leverage this work and our experience writing the San Mateo County Drainage Manual (2019) and utility protection standards to review the City’s existing design standards, assess existing technical guidance, identify gaps, and update materials to facilitate stormwater management compliance for both public and private projects. Having recently adapted our SFPUC stormwater details and guidance for the County of San Mateo, Lotus is prepared to work with the City to leverage and adapt existing guidance developed for neighboring municipalities to suit the unique conditions and requirements of the City’s watersheds. Design Standards For the first portion of Task 1.4, Lotus will draw upon our recent experience assisting the County of San Mateo in developing their Drainage Manual as well as our extensive experience helping other local agencies develop stormwater policies and guidance, tools to help designers achieve compliance, project concepts and construction documents, and capital improvement plans. As an initial step, Lotus will review the City’s current drainage design standards (e.g., the sizing of conveyance infrastructure, methodology, pipe materials, etc.), identify any gaps and/or inconsistencies in the information provided, and determine where updates may be needed to align with the latest local and industry best practices. In parallel, Lotus will meet with City staff to collect their feedback on the current drainage standards and discuss how these standards will be used by designers of public right-of-way projects as well as private developments. At this first City meeting, Lotus can also provide a brief overview of the County of San Mateo Drainage Manual and other local examples to assist the City in determining an appropriate format for design standards. Once all of the feedback is compiled, Lotus will prepare an outline of their recommendations and have a second meeting with the City to review the recommendations as well as any outstanding questions. Lotus will then prepare a draft technical memo that provides updated drainage design standards formatted as a list of performance criteria, with links to existing reference materials for further information on calculation methodology, approach to drainage design, etc. The development of a comprehensive Drainage Design Manual and/or Guidance Manual that covers the actual drainage design process, development of drainage plans, permit processes, etc. is not included in the base scope of services, but Lotus can assist the City with this as an additional service if desired. The final deliverable for this subtask will be a final technical memo, addressing all City comments. Standard Details Lotus, in collaboration with a leading team of consultants and the SFPUC, developed the SFPUC GI Typical Details and Specifications, which are now the basis for details used by multiple Bay Area agencies. Over the past few years, Lotus has assisted local agencies, such as the County of San Mateo and Menlo Park in tailoring the SFPUC details to align with their needs, as well as developed new details for public right of way projects. Lotus will initiate this work by reviewing the current set of city standard details and identifying missing and/or unclear information, inconsistencies with the updated drainage design standards, potential challenges applying the standard details to projects, and key differences when compared to recently updated standard details in nearby jurisdictions and current industry best practices. At the completion of this review, Lotus will meet with the City to review the findings, solicit feedback from City staff, and assist the City in determining the highest priority new details to be DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Scope + Work Plan | Develop Storm Drain Master Plan SSF Storm Drain Master Plan Update Proposal | February 2023 LOTUS WATER 30 | Page added to the set of standard details. Lotus will then prepare the first draft of details, which will consist of PDF markups, for City review. After receipt of the City comments, Lotus may meet with the City again to review any comments that require discussion. The second draft of the details will be provided in AutoCAD and PDF formats and will be in accordance with City CAD standards. The final draft of the details will be delivered digitally via PDF and AutoCAD digital files. The fee for this task includes the development of up to six (6) brand new details and updates to the existing set of details in AutoCAD and PDF formats. If additional details are needed, and/or separate specifications, Lotus can provide this as an additional service. Deliverables Up to four (4) meetings with City staff to verify scope and deliverables One (1) Draft and Final Technical Memo of drainage design standards. One (1) Set of up to six (6) Updated Standard Details in AutoCAD and PDF format. TASK 1.5 Hydraulic Model Creation Lotus brings decades of collective expertise in modeling surface water hydrology, hydraulics, and water quality. We will develop a hydrology and hydraulic model of the City’s complete storm drain network using the updated storm drain system information in EPA SWMM. EPA SWMM is an open-source public software that simulates rainfall-runoff quality and quantity in urban and suburban watersheds. Utilizing a public software will allow the City to use and share the model in the future as needed without the need to purchase expensive software. Lotus will also utilize PCSWMM, a software that builds EPA SWMM model files based on spatial data in GIS. This will allow for the efficient development and review of the storm drain system model. Lotus will develop a citywide model that delineates all catchment areas and incorporates all stormwater assets in the City, including Colma Creek, all nine pump stations, and the new Orange Memorial Park project. With Lotus’ design of the Orange Memorial Park project, the team has the knowledge needed to accurately incorporate the complex hydraulics into the model. Lotus staff have experience updating existing EPA SWMM models as well as developing them from scratch. For example, to understand creek flows and tidal conditions around SFO, we updated the XPSWMM model that the City of Millbrae used in their 2018 Storm Drain Master Plan to EPA SWMM in order to simulate historic and future peak events. Lotus also updated the EPA SWMM model that City of San Bruno used in their 2014 Storm Drain Master Plan to wrap in additional sewershed areas that were omitted from their model. The hydrologic aspect of the SWMM model will be used to estimate direct runoff and peak stormwater flow rates and volumes from precipitation data for 10-yr/24-hr and 100-yr/24-hr events. The hydraulic aspect of SWMM will be used to evaluate system capacity and identify areas of ponding and surcharge. The extent and depth of surface flooding can be investigated in detail by pairing model output with high-resolution topographic data, which allows for assessment of flood hazard risks to public health and property. The model will be used to assess system performance under current and projected future conditions. Current modeling efforts by Lotus in the Colma Creek watershed, including the Colma Creek Adaptation Plan and SFO flood study, are evaluation flooding conditions under future climate scenarios combined with sea level rise, and similar scenarios will be used for this Project to assure consistency of planning efforts across neighboring jurisdictions within the watershed. DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Scope + Work Plan | Develop Storm Drain Master Plan SSF Storm Drain Master Plan Update Proposal | February 2023 LOTUS WATER 31 | Page Lotus will develop an existing and future design storm hydrograph and tidal condition to be used in the model. Lotus will lean on their work already completed with OneShoreline evaluating adaptation and restoration alternatives for Colma Creek which accounts for future climate conditions. Lotus will run the storm drain system model under existing and future hydrologic and tidal conditions to identify key problem areas and future constraints, including evaluation of the adequacy of existing coastal barriers to protect against sea level rise. Deliverables Technical memo EPA SWMM model and corresponding GIS files TASK 1.6 Improvements Recommendations Identifying, prioritizing, and designing stormwater capital projects is the primary service that Lotus has provided to municipal clients since our inception. We have worked with municipalities in the Bay Area to produce the San Mateo County Sustainable Street Master Plan, Santa Clara County Stormwater Resource Plan, San Francisco PUC’s Collection System Plan, and the GI Plans for the City of San Jose, San Mateo County, City of San Mateo, San Bruno, and Menlo Park. For these efforts, Lotus led the process of screening and prioritizing site, street, and regional stormwater infrastructure projects that consider various constraints and multiple benefits. This also includes identifying, prioritizing, and costing capital improvement projects for San Francisco’s Sewer System Improvement Program. Integral to the CIP is the development of a standardized process to identify and prioritize project opportunities in the City. This process will focus on prioritizing various types of capital project opportunities, which may include pipe repair and replacement, stormwater runoff reduction, additional storage, flood barrier installation or upgrade, pump station rehabilitation, trash capture device repair or installation, and flow impedance to Colma Creek. A sequenced prioritization process will be conducted to develop a ranked list of project candidates. Projects that provide multiple benefits, are more likely recipients for grant funding, create efficiencies via synergies with other planned projects or system elements, add resiliency to the system, and require minimal maintenance will receive higher prioritization. Lotus will use this background to combine model output with the results of the condition assessment and other input from City staff to identify risks, deficiencies, and opportunities within the system. Localized flooding and maintenance issues can be studied in detail by pairing the new storm drain model with high-resolution topographic data in the local study area. The Team will workshop with City staff to verify key problem areas and brainstorm conceptual solutions. Lotus will further collaborate with the City to develop a transparent, logical, and repeatable prioritization method for ranking system deficiencies based on risk, as defined by the extent and nature of the problem as well as the likelihood and consequences of failure. The condition assessment will inform analysis of the likelihood of failure, and the new model will be used to evaluate the consequences. Lotus will advance concepts for critical projects and evaluate implementation based on technical feasibility, cost effectiveness, and available funding sources. Recognizing that overall capacity is a combination of conveyance and storage, synergies will be sought between the need to repair and rehabilitate aging infrastructure and the need to upgrade system capacity. For example, when a pipe is assessed to be in poor condition, Lotus will systematically evaluate potential benefits from upsizing that pipe to increase conveyance, while also exploring DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Scope + Work Plan | Develop Storm Drain Master Plan SSF Storm Drain Master Plan Update Proposal | February 2023 LOTUS WATER 32 | Page whether storage has the potential to resolve capacity challenges in that area of the system. The criteria and mapping output from the prioritization process will provide the tools needed to understand the costs and benefits of the identified opportunities and to assess future candidate projects as they arise. Once the list of prioritized projects is finalized, Lotus will work with the City to incorporate high-priority projects into the 5-year Capital Improvement Plan, while medium-priority projects will be phased into a longer-term plan over a 20-year horizon. All recommendations will include a preliminary cost estimate for each project concept, a cumulative annual CIP budget, and overall program cost. Deliverables Prioritized CIP project concepts with cost estimates and schedule of implementation TASK 1.7 Storm Drain Master Plan Lotus will combine documentation of the methods and results from work completed in previous tasks to provide a clear rationale for the identification, justification, and prioritization of recommended improvements. The comprehensive SDMP will also include a CIP Implementation Plan with project costs and schedules, as well as design standards for use by designers to assure that both private and public projects achieve their targeted performance goals. The CIP Implementation Plan will define the process for implementing the prioritized projects identified to: increase system capacity; reduce trash, sediment, and illicit (non-stormwater) flows into the system; and improve structural reliability. This includes describing the near-term steps and schedule to move projects into the design phase, as well as establishing the procedures for integrating these prioritized projects into the City’s capital planning framework. The implementation plan will have three main components: 1. The workplan defining the steps to implement the prioritized capital projects; 2. The legal and funding mechanisms that enable implementation; and 3. The technical tools to assure implemented projects perform and enable quantification of overall progress toward the citywide goals. The report will contain a dedicated funding section to identify potential outside funding sources. Lotus has been successful in helping our clients apply for and win $42M in grant funding from various sources over the past decade to implement stormwater management projects. We have an exhaustive library of funding sources for projects of various types, green and gray. There is currently a great deal of funding available for water infrastructure projects due to commitments from the State of California and $43 billion in water infrastructure funding in the federal Infrastructure Investment and Jobs Act. We will pair project concepts with appropriate funding sources, and those with a greater likelihood of attracting grant funding will be given higher priority. The documented methodologies in the report will provide a transparent and defensible basis for the final recommendations, and they will lay out a repeatable process that can be used for future SDMP updates to assure consistency over the long-term horizon of the program. Results from previous tasks will be woven together and synthesized into a comprehensive SDMP report. The report will lay out a clear plan of action for the City to arrive at its desired level of service for the storm drain system over the near and long term. DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Scope + Work Plan | Operations and Maintenance (OPTIONAL) SSF Storm Drain Master Plan Update Proposal | February 2023 LOTUS WATER 33 | Page Deliverables Draft Storm Drain Master Plan Final Storm Drain Master Plan Physical copies of SDMP Total Hours By Firm Lotus Towill V&A PSI TASK 1 DEVELOP STORM DRAIN MASTER PLAN 2,654 2,672 317 8,350 Task 1.1 Review Available Data 124 -- -- -- Task 1.2 System-wide Survey & Condition Assessment 456 2,672 317 8,350 Task 1.3 System Catalog, Inventory & GIS 238 -- -- -- Task 1.4 Storm Drain Design Standards 296 -- -- -- Task 1.5 Hydraulic Model Creation 672 -- -- -- Task 1.6 Improvements Recommendations 580 -- -- -- Task 1.7 Storm Drain Master Plan 288 -- -- -- TASK 2 OPERATIONS AND MAINTENANCE (OPTIONAL) TASK 2.1 Develop Operations & Maintenance Manual Lotus has developed Operations and Maintenance (O&M) manuals for several municipalities in the Bay Area, including the O&M and Monitoring Plans for the San José GI Plan and the Orange Memorial Park Regional Stormwater Capture and Reuse Project. Additionally, a current Lotus staff member led the development of San Francisco’s GI Maintenance Guidebook and maintenance program while employed at the SFPUC. Lotus will begin this task by reviewing the City’s storm drain maintenance records and evaluating the City’s current maintenance approach. Once review of historical data and current maintenance practices is complete, Lotus will incorporate the information compiled in Task 1.2 to develop a complete picture of the City’s O&M requirements. Information related to age, condition, and maintenance status of each asset will be kept up to date in the master GIS database. Recognizing the current software the City uses for asset management purposes (CityWorks and CollectiveData), Lotus will work with the City to develop an interface through which City staff can check on asset status, input new information, and generally use as a management tool for their O&M programs. Task 2 involves two main subtasks. First, review the system-wide condition assessment, along with existing maintenance records, and from that develop a memo that documents what maintenance activities need to be done (Maintenance Plan). Second, create an O&M manual that explains how to conduct the maintenance activities identified as required in the first sub-task (Maintenance Manual). Subsections of the Maintenance Plan and Manual will be broken out by asset category (i.e., the collection system, pump stations, trash capture devices). Maintenance Plan Lotus will create a technical memo detailing the City of South San Francisco storm drain system maintenance requirements and recommending maintenance tasks to be carried out in the near term to ensure proper system DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Scope + Work Plan | Operations and Maintenance (OPTIONAL) SSF Storm Drain Master Plan Update Proposal | February 2023 LOTUS WATER 34 | Page function. This memo will utilize the deliverables produced in Task 1.2 (System-wide Survey and Condition Assessment), along with a review of existing maintenance records, to develop a list of recommended maintenance activities and then categorize the maintenance tasks by maintenance type – preventative, corrective, and rehabilitative maintenance. O&M activities will be informed by periodic inspections, the frequency of which will be based on analysis of the condition assessment results and best industry practice. The overall goal of the Maintenance Plan is to ensure proper system function through scheduled field activities (e.g., periodic cleaning of storm mains that are known to accumulate sediment and debris) and to prevent failures and emergency repairs through preventive maintenance (e.g., corrosion protection in the pump stations). Lotus will work with City staff to map out the appropriate frequency for emptying each of the trash capture structures, which will vary by location. Maintenance Manual For this subtask Lotus will rely on the information collected from City staff interviews and precedent research, along with the information reviewed under the Maintenance Plan task to create a maintenance manual which will include sections addressing maintenance programs, responsibilities of personnel, training requirements, the maintenance program’s adherence to regulations, the interaction and communication with regulatory agencies, and finally the record keeping and reporting requirements that apply to storm drain maintenance programs. The maintenance programs which will be developed under this subtask will cover: 1. Pipes, inlets/catch basins, and manholes; 2. Open conveyance structures/facilities; 3. Stormwater pump stations and force mains; and 4. Trash capture devices. A ‘responsibilities of personnel’ section of the manual will be based on a series of standard operating procedures (SOPs) that will serve as detailed guidance for staff to follow while carrying out their duties. Deliverables Preliminary workplan and schedule, Final Project Management Plan One (1) in-person one (1) hour project kickoff meeting with key City staff and the Lotus Team Six (6) individual one (1) hour interviews with key City staff to gather O&M background information. Digital copies (Microsoft Word) of interview transcripts will be provided. Precedent research of four (4) Storm Drain O&M manuals from similar MS4 municipalities with a memo (not to exceed 10 pages) summarizing the findings of that research and how those findings can be applied to inform the development of the SSF SD O&M manual. O&M Plan - detailed technical memo (not to exceed 25 pages) based on Task 1.2, field investigations, data collection and maintenance records review. This memo will outline the key takeaways from documentation review and will make operations and maintenance recommendations. This memo will include categorized maintenance tasks based on maintenance type – preventative, corrective or rehabilitative maintenance. The technical memo development will include a draft with two review cycles and one final version. DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Scope + Work Plan | Program Support (OPTIONAL) SSF Storm Drain Master Plan Update Proposal | February 2023 LOTUS WATER 35 | Page O&M manual development to consist of detailed operations and maintenance procedures, responsibilities of personnel in the form of SOPs, maintenance staff training requirements, and regulatory requirements (including SMARTS reporting). The O&M manual will not exceed 50 pages. The O&M manual development will include a draft with two review cycles and one final version. Digital (Microsoft Word and PDF) copies of the Final O&M Manual Two (2) bound copies of the Final O&M Manual Total Hours by Firm Should the City decide to include this optional task, we will work with the City to define appropriate level of effort. TASK 3 PROGRAM SUPPORT (OPTIONAL) Lotus understands that the City is seeking program support for the CIP implementation, funding services, and updates to City data as improvements are made. Lotus also understands that this is an optional task, however the Lotus Team is encouraged to see its inclusion as part of the SDMP. There are inherent efficiencies gained by developing programmatic upgrades in parallel to the identification of the recommended storm drain system improvements. Additionally, there are benefits in investigating options for implementation funding and applying prioritization models concurrent to the technical analysis and identification of the required renewal, replacement, and upgrades to the storm drain network. Overall, this task provides an opportunity for the City to take a holistic approach in optimizing the system to address flooding, aging infrastructure, water quality, and changing regulations. Lotus has over a decade of experience supporting utilities and municipalities at all scales with CIP implementation. The experience ranges from assisting the SFPUC with developing risk-based prioritization models for the collection system in San Francisco, to creating prioritization models for green infrastructure implementation in San Mateo County as part of the Sustainable Streets Master Plan. Additionally, Lotus has specialized in assisting utilities and municipalities in identifying and accessing significant grant funding for stormwater and collection system projects, a few recent examples include: $24.1M Prop 1E grant from DWR for the SFPUC to support the Cesar Chavez and Sunnydale sewer improvements, including stormwater management and flood control measures $4.98M CA state grant for the City of San José in developing a regional stormwater capture project on City land adjacent to Coyote Creek $6.0M Caltrans Grant for the City of South San Francisco in support of the Orange Memorial Park stormwater capture project. The project was originally funded by a $9.5M Cooperative Implementation Agreement (CIA) through Caltrans, Lotus was then brought on to advance the concept through construction documents, and helped the City negotiate a second CIA for $6M. $3.76M in Prop 50 Clean Beaches Program grant funding for Baker Beach Green Street in San Francisco, including green infrastructure improvements for both water quality and flood control measures $3.44M in funding from the SFPUC’s GI Grant Program for three different green infrastructure retrofit projects on parcels in San Francisco In addition to supporting the implementation and related programmatic components of the City’s storm drain system, Lotus will leverage its spatial data and asset management experience to update the City’s geodatabase DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Scope + Work Plan | Program Support (OPTIONAL) SSF Storm Drain Master Plan Update Proposal | February 2023 LOTUS WATER 36 | Page (Task 1.3, Optional Task 2). Lotus has assisted utilities update and manage their spatial data at a variety of scales and complexity, including an overhaul of Seattle Public Utilities’ drainage and wastewater datasets as part of the Shape Our Water Plan. Lotus can also offer upgrading the City’s geodatabase into a modern GIS platform that is cloud-based, spatially linked, and serves as a long-term asset management tool. Currently Lotus is supporting the SFPUC City Distribution Division in editing the as-builts from their CIP into a geometric network-based enterprise geodatabase. Lotus can efficiently assist the City in updating the storm drain standards to include Green Infrastructure and trash capture by applying our experience in developing the Green Infrastructure Standard Details and Specification for the SFPUC. These same details have been directly used, or served as the foundation, for multiple Bay Area MS4 permittees’ standards, including the County of San Mateo. Our staff have helped implement stormwater programs in major cities such as San Francisco, Seattle, City of Vancouver, as well as San Mateo County, and we will use this experience to deliver efficiencies in developing protocols, providing accurate costing models, creating or updating technical tools and materials, recommending changes to existing program design, and writing grants. We will benchmark all City efforts against regulatory and financial constraints and support decision making with technical analysis, decision support tools, and monitoring as may be needed; help the City keep pace with national, state and local regulatory changes; and learn from the evolving programmatic strategies and innovative pilot projects in the Bay Area and other parts of California. The City will improve project performance by learning from other agencies, but also ground its decisions in data and precedents. Lotus understands that the need for these tasks will be more refined through the development of the SDMP and related deliverables, therefore Lotus has not provided a fee for this optional task. It is assumed that they will be scoped and provided on a time & materials, not-to-exceed basis through an amendment(s) as the project progresses. Additionally, Lotus is proposing to separate the Task into three discrete categories as defined below. TASK 3.1 Costing and Implementation Plan Development Provide planning and budgeting support for the CIP which may involve cash flow reports, cost updates based on ENR CCI, and project selection based on funding. Specific tasks may include: Update and refine the preliminary cost estimates developed in Task 1.6 as more information is available or prevailing economic conditions change. Establish existing funding sources available for storm drain improvements. Develop a prioritization process that builds off the implementation plan and applies criteria that reflect the City’s immediate needs, risks, flooding, and water quality goals. Additional secondary and tertiary criterion may be considered and incorporated into the ranking and prioritization process to reflect other priorities of the City or to support adaptive management strategies. Produce cash flow reports using updated costs and construction data to inform future implementation scenarios. DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Scope + Work Plan | Program Support (OPTIONAL) SSF Storm Drain Master Plan Update Proposal | February 2023 LOTUS WATER 37 | Page Create an alternative implementation scenario that assumes a higher rate of funding connected to alternative funding or grant opportunities available to the City. TASK 3.2 Alternative Funding Opportunities Assist with grant applications for project funding. Specific tasks may include: Build off of existing knowledge and research of additional grant and partnership opportunities at the Federal, State, and regional level that align with outcomes of the storm drain master plan update and implementation and present to the City. Package required materials and write grant applications as-needed. Perform outreach for project partners or alternative project funding opportunities (e.g., Community- Based Public Private Partnerships) TASK 3.3 Program Tools and Asset Management Continually update GIS and AutoCAD basemaps as improvements are completed by either the CIP or development projects. Update storm drain standard details to incorporate Green Infrastructure and trash capture. If the City would like to explore an mapping and asset management platform that does not require users to have ArcGIS software on their computer and could be accessible remotely, Lotus staff have scripting and coding skills to develop such tools. Specific tasks may include: Perform general updates to geodatabase and relevant AutoCAD basemaps as-needed Evaluate feasibility and level of effort to convert geodatabase into a geometric network to support future asset management and SDMP updates. Evaluate feasibility and level of effort to convert geodatabase into ArcGIS Online platform with layers of user sophistication to allow better access for engineers and decision makers at the City. Repurpose green infrastructure and trash capture details and specifications developed by Lotus in the region to incorporate into existing storm drain standard details. Deliverables Preliminary workplan and schedule Final work plan and schedule One (1) in-person one (1) hour project kickoff meeting with key City staff and the Lotus Team Reports for cash flow, cost updates, and baseline implementation plan Grant applications – draft and submitted Updated GIS and AutoCAD base maps Standard Details for Green Infrastructure and trash capture Additional meetings and deliverables to be determined throughout scoping Total Hours by Firm Should the City decide to include this optional task, we will work with the City to define appropriate level of effort. DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Proposed Schedule | Program Support (OPTIONAL) SSF Storm Drain Master Plan Update Proposal | February 2023 LOTUS WATER 38 | Page PROPOSED SCHEDULE PROPOSED SCHEDULE DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED EXHIBIT B COST PROPOSAL DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED FEE PROPOSAL: Orange Memorial Park Stormwater Capture Project CLIENT: City of South San Francisco Lo t u s W a t e r (M o d e l i n g , P l a n n i n g , C o s t E s t i m a t i n g , Co n d i t i o n A s s e s s m e n t - T r a s h C a p t u r e ) To w i l l (S u r v e y ) Pr e s i d i o S y s t e m s , I n c . (C o n d i t i o n A s s e s s m e n t - P i p e s & M a n h o l e s ) V& A E n g i n e e r s (C o n d i t i o n A s s e s s m e n t - P u m p S t a t i o n s ) TO T A L C O S T 1 DEVELOP STORM DRAIN MASTER PLAN 1.1 Review Available Data 30,328$ 30,328$ 1.2 System-wide Survey + Condition Assessment 110,141$ 477,620$ 1,243,403$ 85,000$ 1,916,164$ 1.3 System Catalog, Inventory, and GIS 48,874$ 48,874$ 1.4 Storm Drain Design Standards 82,431$ 82,431$ 1.5 Hydraulic Model Creation and Analysis 136,159$ 136,159$ 1.6 Improvements Recommendations 126,283$ 126,283$ 1.7 Storm Drain Master Plan 69,971$ 69,971$ 2 OPERATIONS AND MAINTENANCE 1.1 O&M Plan and O&M Manual 139,893$ 139,893$ 1 PROGRAM SUPPORT 1.1 CIP Implementation Planning 43,629$ 4,560$ 6,312$ 54,501$ 1.2 Updated GIS and AutoCAD basemaps 19,410$ 19,410$ 1.3 GI & Trash Capture Standard Details 39,668$ 39,668$ 1.4 Alternative Funding Opportunities 38,656$ 38,656$ TOTAL TASKS 885,444$ 477,620$ 1,247,963$ 91,312$ 2,702,339$ City of South San Francisco Storm Drain Master Plan Update Fee Proposal Lotus Water Cost Proposal, 4/7/2023 DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED EXHIBIT C INSURANCE CERTIFICATES DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED 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 2/9/2023 (MP)Heffernan Insurance Brokers 1460B O'Brien Drive Menlo Park CA 94025 Sarah Field 650-842-5200 650-842-5201
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License#:0564249 Citizens Insurance Company of America 31534 SUSTWAT-02 The Hanover American Insurance Company 36064SustainableWatershedDesigns,Inc.dba Lotus Water 660 Mission Street 2nd Floor San Francisco CA 94105 Argonaut Insurance Company 19801 1748210150 A X 2,000,000 X 1,000,000 5,000 2,000,000 4,000,000 X Y OBFA05906711 2/15/2023 2/15/2024 4,000,000 A 2,000,000 X X OBFA05906711 2/15/2023 2/15/2024 B XWZF9317153132/15/2023 2/15/2024 1,000,000 1,000,000 1,000,000 C Professional Liability 121AE016655103 2/15/2023 2/15/2024 Per Claim Aggregate 2,000,000 2,000,000 City of South San Francisco and its officers,officials,employees and volunteers are included as Additional Insured on General Liability policy per the attached endorsement.General Liability policy is Primary and Non-Contributory per the attached endorsement. City of South San Francisco 550 N.Canal St. South San Francisco CA 94083 DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED June 22, 2023 | 9:51:33 PM PDT EXHIBIT D FORM 590 DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED Consulting Services Agreement between June 10, 2020 City of South San Francisco and Lotus Water -Exhibit F - Page 1 of 1 EXHIBIT F FORM 590 DocuSign Envelope ID: E8290C49-DCA6-4553-9B92-B84655787D8BDocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED DocuSign Envelope ID: D63F4268-81D6-49C3-9D75-E27E895EF8ED