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Reso 63-2017 (17-572)
011. sa� City of South San Francisco P.O.Box 711 (City Hall, t=° 400 Grand Avenue) ! South San Francisco, CA "— City Council ("9lA Resolution: RES 63-2017 File Number: 17-572 Enactment Number: RES 63-2017 RESOLUTION APPROVING A CONSULTING SERVICES AGREEMENT WITH AGS GEOSPATIAL LLC FOR GEOGRAPHIC INFORMATION SYSTEMS SERVICES FOR A THREE-YEAR TERM IN A TOTAL AMOUNT NOT TO EXCEED $450,000 AND AUTHORIZING THE CITY MANAGER TO EXECUTE AGREEMENT. WHEREAS, the City of South San Francisco ("City") issued a Request for Proposals (RFP) for Geographic Information System(GIS) services on March 31, 2017; and WHEREAS, seven vendors submitted timely proposals, and four vendors were interviewed by an evaluation panel; and WHEREAS, the evaluation panel determined that AGS GeoSpatial LLC would best serve the City's needs; and WHEREAS, both parties now wish to enter into a Consulting Services Agreement, whereby AGS GeoSpatial LLC will provide GIS services to the City of South San Francisco; and WHEREAS, funding for the three-year Consulting Services Agreement, in an amount not to exceed $450,000, is currently appropriated in the IT Department Fiscal Year 2017-18 Proposed Budget and projected for Fiscal Year 2018-19 and Fiscal Year 2019-20 budgets. NOW,THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby approves a Consulting Services Agreement for GIS services with AGS GeoSpatial LLC in a total amount not to exceed$450,000, attached hereto as Exhibit A and incorporated herein. BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute a Consulting Services Agreement for GIS services with AGS GeoSpatial LLC in an amount not to exceed$450,000,on behalf of the City of South San Francisco, subject to approval as to form by the City Attorney. BE IT FURTHER RESOLVED that the City Manager or his designee is hereby authorized to take any other actions consistent with the intent of this resolution that do not materially increase the City of South San Francisco Page 1 File Number: 17-572 Enactment Number: RES 63-2017 City's obligations. * * * * * At a meeting of the Special City Council on 6/27/2017, a motion was made by Richard Garbarino, seconded by Mark Addiego, that this Resolution be approved.The motion passed. Yes: 5 Matsumoto, Normandy,Addiego, Gupta, and Garbarino __ZAIL .___ Attest by Gabriel Rodriguez City of South San Francisco Page 2 CONSUL TING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND AGS GEOSPA TIAL LLC THIS AGREEMENT for consulting services is made by and between the City of South San Francisco ("City") and AGS GeoSpatial, LLC ("Consultant'') (together sometimes referred to as the "Parties ") as of July 1, 2017 (the ''Effective Date"). Section 1. SERVICES . Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to the City GIS mapping services, as more specifically described in the Scope of Work attached as Exhibit A. attached hereto and incorporated herein, at the time and place and in the manner specified therein . In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreemen t shall begin on the Effective Date and shall end on June 30 , 2020 , the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date ("Initial Term"). The work contemplated pursuant to this Agreement must be comp leted during the Initial Term unless this Agreement is otherwise te rminated or extended , as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreemenrshall 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 Consu ltant 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 thi s Agreement. In the event th at City, in its so le discretion , at any time during the term of this Agreement, desires the reassignment of any suc h 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 thi s Ag reem ent as may be reasonably necessary to meet the standard of performance provided in Sections 1.1 and .1l. above and to satisfy Cons ultant's ob li gations hereunder . Section 2. COMPENSATION. City hereby agrees to pay Consultant on an hourly bas is, based on Consultant's compensation schedule attached as Exhibit B, for services provided under th is Agreement in a sum not to exceed $450 ,000 , notwithstanding any contrary indications that may be contained in Co nsu ltan t's proposal. In the event of a conflict between this Agreement and Consultant's proposal , attached as Exhibit A, or Consultant's compensation schedule attached as Exhibit B, regarding the Consulting Services Agreement between City of South San Francis co and AGS GeoSpatial [Rev: 11 .14.2016] 05 /10/20 17 Page 1 of 16 amount of compensation, the text of this Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to th is Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City fo r 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 prov iding the services required hereunder , including salaries and benefits of employees and subcontractors of Consultant. Consequently, the part ies further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents , and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices . Consultant shall submit invo ices, not more often than once per month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date . Invoices shall contain the following information: • Serial identifications of progress bills (i.e., Progress Bill No . 1 for the first invoice , etc .); • The beginning and ending dates of the billing period ; • A task summary containing the original contract amount, the amount of prior billings , the total due this period , the balance available under the Agreement, and the percentage of completion ; • At City's option , for each work item in each task, a copy of the app lic able time en tries or time sheets shall be submitted showing the name of the person doing the work , the hours spent by each person, a brief description of the work, and each re imb ursable expense; • The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of ho urs of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds eight hundred (800) hours , which shall include an estimate of the time necessary to complete the work described in Exhibit A; • The amount and purpose of actual expenditures for which reimbursement is sought; • The Consultant's signature . 2.2 Monthly Payment. City shall make monthly payments , based on invoic es received, for services satisfactorily performed , and for authorized reimbursable cos ts incurred . City shall have thirty (30) days from the rece ipt of an invoice that compl ie s with all of the requirements above to pay Consultant. City shall have no obligation to pay invoices submitted ninety (90) days past the performance of work or incurrence of cost. Co nsulting Services Agreement between City of South San Francisco and AGS GeoSpatial [Rev : 11 .14 .2016] 05 /1 0/2017 Page 2 of 16 2.3 Final Payment. City shall pay the last ten percent (10%) of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra , further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the hourly rate and /or amounts shown on the compensation schedule attached hereto and incorporated herein as Exhibit B. 2.6 Reimbursable Expenses. Reimbursable Expenses are not chargeable to the City. 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 . Unless Consultant provides City with a valid Form 590 or other valid , written evidence of an exemption or waiver from withholdi ng, 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 responsib ility for withholding taxes from any non - Cal ifo rn ia 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 term inates this Agre ement pursuant to Section 8, the City sha ll compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date . 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or in cu r any costs whatsoever under th e terms of this Agreement until receipt of authorization from the Contract Administrator . 2.1 O 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 Agree me nt, shall be Consulting Services Agreement between City of South San Francisco and AGS GeoSpatial [Rev :11. 14.2016) 05 /10/2 017 Page 3 of 16 not less than the prevailing rate for a day's work in the same trade or occupation in the locality within the state where the work hereby contemplates to be performed as determined by the Director of Industrial Relations pursuant to the Director's authority under Labor Code Section 1770, et seq . Each laborer, worker or mechanic employed by Consultant or by any subcontractor shall receive the wages herein provided for. The Consultant shall pay two hundred dollars ($200), or whatever amount may be set by Labor Code Section 1775, as may be amended , per day penalty for each worker paid less than prevailing rate of per diem wages. The difference between the prevailing rate of per diem wages and the wage paid to each worker shall be paid by the Consultant to each worker. An error on the part of an awarding body does not relieve the Consultant from respo nsib ility 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 preva iling 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, requ ired 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 , soc ial secu rity number , work week, and th e actual per diem wages paid to each journeyman, app rentice , worker, or other employee employed by the Consultant in connection with the public work. Such records sha ll 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 nece ssary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City sha ll furn is h physical faci lities such as desks , fil ing cabinets, and conference space, as may be rea sonably 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 in vo lve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles , and reproduction facilities. Consulting Services Agreement between City of South San Francisco and AGS GeoSpatial [Rev:11 .14.2016] 05 /10/2017 Page 4 of 16 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 ins urance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Co nsultan t'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 4.2 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insura nce for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employe r'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 Agreeme nt. 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 lim it coverage for risks associated with the work contemplated by this Agreement. If a Commercia l General Liability Insurance or an Automobile Liability form or other for m 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 sha ll be at le ast twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and persona l injury, including death resulting there from , and damage to property resulting from activities contemplated under this Agree ment, including th e use of owned and non - owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general cove rage 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 Consu lting Services Agreement between [Rev:11 .14 .2016] 05/10/2017 Page 5 of 16 City of South San Francisco and AGS GeoSpatial 4.3 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 Liab ility 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 . 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 pre cedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provision s of the policy, if the Consu ltant cancels or does not renew the coverage . d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. Consulting Services Agreement between [Rev :11.14.2016] 05 /10/2017 Page 6 of 16 City of South San Francisco and AGS GeoSpatial 4.4 All Policies Requirements . 4.4.1 Acceptability of insurers . All insu rance 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. Prio r 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 sha ll not waive the Consultant's obligation to provide them . The City reserves the right to require complete copies of all required ins ura nce policies at any time. 4.4.3 Notice of Reduction in or Cancellation of Coverage . A certified endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits , except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, Consultant shall provide written notice to City at Consu ltan t's ea rlie st possible opportunity and in no case later than ten (10) working days after Consultant is notified of the change in cove rage . 4.4.4 Additional insured; primary insurance. City and its officers, emp loyees , agents , and volunteers shall be covered as additional ins ureds with re spect 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 sha ll 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 vo lunteers, and that no insurance or self-in surance maintained by the City shall be ca lled upon to contribute to a loss under the coverage. 4.4.5 Deductibles and Self-Insured Retentions . Consultant shall disclose to and obta in the approval of City for the self-insured retenti ons and deductibles before beginning any of the services or work called for by any te rm of this Agreement. Furt her, if the Cons ultant's insurance policy includes a self-insu red retention tha t must be paid by a named in sured as a precondition of the insurer's liability, or Consulti ng Services Agreement between [Rev :11. 14 .2016 ] 05/10/2017 Page 7 of 16 City of South San Francisco and AGS GeoSpatial which has the effect of providing that payments of the self-insured retent ion by others, including additional insureds or insurers do not serve to sat isfy 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 Administra tor, 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 leve ls 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 pol icy endorsements to the extent and within the time herein required, City may , at its sole option exerc ise any of the following remedie s, which are alternatives to other remedies City may have and are not the exclus ive remedy fo r Consultant's breach : a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement ; b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and /or c. Terminate this Agreement. Consulting Services Agreement between City of South San Francisco and AGS GeoSpatial [Rev : 11.14.2016] 05/10 /2017 Page 8 of 16 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 ho ld harmless the City and its officials, officers, employees , agents , and volunteers from and against any and all losses, liability, claims , suits, actions, damages, and causes of action arising out of any personal injury , bodily injury, loss of life, or damage to property, or any violation of any federal , state , or municipal law or ordinance , to the extent caused , in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors , or agents, by acts for which they could be held strictly liable , or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life , damage to property, or violation of law ar ises wholly from the gross negligence or willful misconduct of the City or its officers, employees , agents , or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life , damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code . Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause . This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply . By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration . In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall in demn ify, defend , and hold harmle ss City for the payment of any employee and /or employer contributions for PERS benefits on behalf of Consultant or its employees , agents , or subcontractors , as well as for the payment of any pena lties and interest on such contributions , which would otherwise be the responsibility of City. Section 6. 6.1 STATUS OF CONSULTANT. 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 re nd ered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state , or federal policy, rule, regulation , law, or ordinance to the contrary, Consultant and any of its employees, agents , and subcontractors providing services under th is Agreement shall not qualify for or become entitled to , and hereby agree to waive any and all claims to , any compensation, benefit , or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employe es Retire ment System (PERS) as an employee of City and entitlement to any con tributi on to be paid by City for employer contributions and/or employee contributions for PERS benefits . Consulting Services Agreement between [Rev :11 .14 .2016] 05 /10/2017 Page 9 of 16 City of South San Franci sco and AGS GeoSpatial 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 ass istance 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 re quired to practice their res pective 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 pract ice their respective professions. In addition to the foregoing , Consultant and any subcont ractors 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 employe e, applicant for employment, subcontractor, bidder for a subcontract, or participant in , recipient of, or applicant for any services or programs provided by Consultant under thi s Agreement. Consultant shall co mply with all applicable federal, state, and loca l laws, policies, rules , and re quirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any se rvice s that are the subject of th is Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION . Consulting Services Agreement between City of South San Francisco and AGS GeoSpatial [Rev :11 .14.2016] 05/10 /2 017 Page 10 of 16 8.1 Termination . City may cancel this Agreement at any time and without cause upon written notification to Consultant. 8.2 8.3 8.4 8.5 8.6 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; City, however, may condition payment of such compensation upon Consultant de livering to City all materials desc ribed in Section 9.1. 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 re imbursable expenses incurred during the extension period. Amendments. The parties may amend this Agreement only by a writing signed by all the parties . Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal perfo rmance by Co nsultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge . Moreover, a substantial inducemen t to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign thi s Agreement or any interest therein without the prior writte n approval of the Contract Administrator. Consultant shall not assign or subcontract any portion of the performance conte mplated and provided for here in, othe r than to the subcontractors noted in the proposal , without prior written approval of the Contract Adm ini strator. Survival. All obligations arising prior to the ter mination of this Agreement and all provisions of th is Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remed ies sha ll include, but not be limited to , the following : 8.6.1 Immediately terminate the Agreemen t; 8.6.2 Retain the plans , specifications, drawings , reports , design documents , and any other work product prepared by Consultant pursuant to this Agreement; Consulting Services Ag reement between [Rev: 11 .14 .2016] 05 /10/2 017 Pag e 11 of 16 City of South San Francisco and AGS GeoSpatial Section 9. 9.1 9.2 9.3 9.4 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. KEEPING AND STATUS OF RECORDS. Records Created as Part of Consultant's Pelformance. All reports, data, maps , models , charts, studies, surveys, photographs, memoranda , plans, studies , specificat ions, 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, spec ifications, 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. Consultant's Books and Records. Consultant shall maintain any and all ledgers , books of account , invoices , vouchers, canceled checks , and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years , or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. Inspection and Audit of Records. Any records or documents that Section 9.2 of thi s Agreement requires Consultant to maintain shall be made available for inspection, audit, and /or copying at any time during regular business hours , upon oral or written request of the City. Under California Government Code Section 8546.7 , if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000 .00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. 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 propo sal s 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 Se cret." Consulting Services Agreement between [Rev :11.14.2016] 05 /10/2017 Page 12 of 16 City of South San Francisco and AGS GeoSpatial 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 dis closure 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 legal action seeking release of the materials it believes does not constitute trade secret information , by submitting a proposal, Consultant agrees to in demnify, defend and hold harmless the City , its agents and employees, from any judgment, fines , penalties, and award of attorneys fees awarded against the City in favor of the party requesting the information, and any and all costs connected with that defense. This obligation to indemnify survives the City's award of the contract. Consultant agrees that this indemnification survives as long as the trade secret information is in the City's possession, which includes a minimum retention period for such documents. Section 10 MISCELLANEOUS PROVISIONS . 10 .1 Attorneys' Fees. If a party to this Agreement brings any action, including arbitration or an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled . The court may set such fees in the same action or in a separa te action brought for that purpose. 10.2 Venue. In the event that either party brings any action aga in st 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 fo r the Northern District of California. 10.3 Severability. If a court of compete nt jurisdiction finds or rules that any provision of thi s 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. Th e 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 thi s Agreement. 10.5 Successors and Ass igns. The provisions of this Agreement shall inure to the benefit of and sha ll apply to and bind the successors and assigns of the parties . Consulting Services Agreement between City of South San Francisco and AGS GeoSpatial [Rev:11 .14.2016] 05/10/2017 Page 13 of 16 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports , written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10 .7 Conflict of Interest. Consultant may serve other clients , but none whose act ivities 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 Tony Barrera ("Contract Administrator''). All correspondence shall be directed to or through the Contract Administrator or his or her designee . 10.10 Notices. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if transmitted by telecopy , if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery serv ice (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 : Consulting Services Agreement between City of South San Francisco and AGS GeoSpatial [Rev :11 .14 .2016] 05 /10/2017 Page 14 of 16 Consultant: City: AGS Spatial Justin Anderson 7131 Wildgrove Avenue Dallas , TX 75214 Tony Barrera, IT Manager 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/des ign preparation . The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example . Seal and Signature of Registered Professional with report/design responsibility . 10.12 Integration. This Agreement, including all Exhibits attached hereto, and incorporated herein, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations , or agreements, either written or oral pertaining to the matters herein. 10.13 Counterparts. This Agreement may be executed in counterparts and/or by facsimil e or other electronic means , and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original , and , when taken together with other signed counterpart , shall constitute one Agreement , which shall be binding upon and effective as to all Parties .. 10.14 Construction. The headings in this Agreement are for the purpose of reference only and shall not limit or otherwise affect any of the terms of this Agreement. The parties have had an equal opportunity to participate in the drafting of this Agreement; therefore any construction as against the drafting party shall not apply to this Agreement. The Parties have executed this Agreement as of the Effective Date . Con sulting Services Agreement between [Rev :11 .14.2016] City of South San Francisco and AGS GeoSpatial 05/10 /2017 Page 15 of 16 CITY OF SOUTH SAN FRANCISCO Consultants City Manager NAME : TITLE : Attest: City Clerk Approved as to Form: City Attorney 2798829.1 Consulting Services Agreement between [Rev :1 1.14 .2016] City of South San Francisco and AGS GeoSpatial 05/10/2017 Page16of16 EXHIBIT A SCOPE OF SERVICES • GIS Data Development Services -This may include digitizing, geocoding, field collection; GPS field collection, automated vectorization , line tracing, data entry, data validation, document/image management and any other data creation tasks that may be necessary to support the City of South San Francisco GIS Database Development. • GIS Data Integration Services -This may include the development of processes, scripts and workflows necessary to integrate the City of South San Francisco GIS Database into any one of the many information systems in use by the City of South San Francisco today or in the future . The selected consultant will be required to provide the City of South San Francisco with all source code , modules and libraries used to develop any app lication developed under the resulting Annual Service Agreement. • GIS Application Development Services -This may include the development of task specific tools within or external of the GIS . The selected consultant will be required to provide the City of South San Francisco with all source code, modules and libraries used to develop any application developed under the resulting Annual Service Agreement. • GIS Web Development Services -This may include the development, deployment and tuning of websites for the Internet and Intranet. These websites may or may not be used to deliver map content, but will be used to directly or indirectly support the City of South San Francisco GIS Database. The selected consultant will be required to provide the City of South San Francisco with all source code, modules and libraries used to develop any application developed under th e resulting Annual Service Agreement. • GIS Database Design and Development Services -This may incl ude the development and testing of GIS database schemas, relationships and topologies . The selected consultant will be required to provide the City of South San Francisco with all source code, modules and librarie s used to develop any application developed under the resulting Annual Service Agreement. • GIS Training Services -This may include the development of City of South San Francisco specific training sessions in the use of GIS functionality. This training may vary from the use of common GIS Extensions to the use of vendor developed tools and functionality. Any training materials developed to support tasks resulting from this Annual Services Agreement will be provided to the City of South San Francisco . • Project Management -This may include leading meetings with department executives , providing insight and technical expertise related to all GIS applications , integratio ns , security and design . • Hours of Service -The consultant is expected to be available 8 hou rs a day, 40 hours a week Monday through Friday, and on call as necessary . Consultant shall be on-site one week per month . EXHIBIT B COMPENSATION SCHEDULE M N ~ 0... Fee Schedule ACS • GeoSPATIAL All services, including but not limited to database development, application development, system design, and project management will be charged at $65 per hour, and provided by assigned personnel. No other costs to the City of South San Francisco beyond the hourly fee are proposed. AGS GeoSpa tial LLC City of So u t h San Fr ancisco Proposal for GIS Consulti ng Se rvices EXHIBIT C INSURANCE CERTIFICATES 2930105 AGS Geospatial , LLC Certificate of Insurance (page 1 of 1) 06/06/2017 04:10:31 PM ~ ACORDe CERTIFICATE OF LIABILITY INSURANCE I DATE (Mt,1/DD/YYYY) ~ 6/6/2017 THIS CERTIF ICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RI GHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY T HE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOL DER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to t he terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CON TACT NAME: Tech Insurance PHONE 800-668-7020 I rt,~ Nol : (877) 826-9067 ,,,.,,, No O:vtl• 000 11 01 Central Expy. South, Suite 250 E-MA IL ::: Tech Insurance Allen, TX 75013 ADDRESS: INSURER(Sl AFFORDING COVERAGE NAIC # INSURER A: Twin Citv F ire Insurance Comoanv 29459 INSURED INSURERS : The Hartford 30104 AGS Geospatial, LLC INSURER C : Philadelphia Indemnity Insurance Comoanv 18058 7 131 Wildgrove Ave INSURERD : Dallas, TX 75214 INSURER E: INSURERF : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE PO LI CIES OF INSURANCE LIS TED BELOW HAVE BEEN ISSUED TO THE IN SURED NAMED ABOVE FOR THE POLICY PERIO D IND ICATED . NOTWITHSTANDING ANY REQU IREMENT, TERM OR COND ITION OF ANY CONTRACT OR OT HER DOCUMENT WITH RESPECT TO WHICH TH IS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, T HE INS URANC E AFF ORDED BY THE POLICIES DESCRIBED HERE IN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CONDITIONS OF SUCH PO LICIES . LI MITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . INSR TYPE OF INSURANCE LTR l 1•1cn wvn POLICY NUMB ER POLICY EFF POLICY EXP LIM ITS (MM/DO/YYYYl CMM/00/YYYYl ,/ COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -:=i CLAIMS-MADE 0 OCCUR U"Ml\\>C TO t<CN I CU PREMISES CEa occurrencel $ 1,000,000 MED EXP (Any one person) $ 10,000 - A Ye s 46SBMVU 1461 1/20/2017 1/20/2018 PERSONAL & ADV INJURY $ 1,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 ~ POLICY o ~r& DLOC PRODUCTS • COMP/OP AGG s 2,000,000 OTHER: s AUTOMOB ILE LIABILITY -fF~MBINED SINGLE LIMIT a ac.ddentl $ 1,000,000 ANY AUTO BODILY INJURY (Per person) $ -ALL OWNED ~ SCHEDULED 1/20/2017 46SBMVU1461 1/20/2016 BODILY INJURY (Per accident) $ -AUTOS -AUTOS A ./ HIRED AUTOS ./ NON-OWNED Yes PROPERTY DAMAGE $ AUTOS CPer accident! -$ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ -EXCESS LI AB CLAIMS-MADE AGGREGATE s OED I I RETENTION s $ WORKERS COMPENSATION I PER I I OTH- AND EMPLOYERS' LIABILITY ./ STATUTE ER Y /N B ANY PROPRIETOR/PARTN ER/EXECUTIVE ~ 1/20/2018 E.L. EACH ACCIDENT S 1,000,000 OFFICER/MEMBER EXCLUDED? NIA 46WBCAS5911 1/20/2017 (Mandatory in NH) E.L. DIS EASE -EA EMPLOYEE $ 1,000,000 ~ls¢~~~~ o10PERATIONS below E.L. DISEASE -POLICY LIMIT S 1,000,000 C Professional UabCllty (Errors and Omissions) PHSD1213231 1/20/2017 1/20/2016 $1 ,000.000 I S1 ,000,000 DESCRIPTION OF OPERA TIO NS/ LO CA TIONS / VEHICLES (ACORD 101 , Additional Remarks Schedule, may be attached if more space is re quired I City of South San F rancisco is named as A dditional Insured as th eir interests may app e ar in regar ds to general liability and automobile liability CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIE S BE CANCELLED BE FORE City o f South San Franc isco THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 400 Grand Ave ACCORDAN CE WITH THE POLICY PROVI SIONS. South San Francisco, CA 94080 AUTHORIZED REPRESENTATIVE I ~~ © 1988-2014 ACORD CORPORATION. All rights r eserved. ACORD 25 (201 4/01) T h e A CORD name and logo a re r egist e red marks of ACORD EXHIBIT D FORM 590 TAXASI...E YEAR • CALIFORNIA FORM 2017 Withholding Exemption Certificate 590 The payee completes thia form and submits It to the withholding agent. The withholding agent keeps this form with their records . Withholding Agent Information Name City of South San Francisco P BB Information Name AGS Geospatial, LLC Addreu (IIIJl}a18., room. PO bee. or PMB no.) 7131 Wlldgrove Avenue Olly (If you ha\/9 a foreign addnlsa, aee lnmictlons.) State ZIP oode DAUAS TX 7 5 2 1 4 Exemption Reason Check only one box. By checking the appropriate box below, the payee certifies the reason for the exemption from the California income tax wllhhold lng requirements on payment(s) made to the entity or lndlvldual. 0 lndlvfduals -Certification of Residency: I am a resident of California and I reside at the address shown above . If I become a nonresident at any time, I wlU promptly notify the withholding agent. See Instructions for General Information D, Definitions . 0 Corporations; The corporation has a permanent place of business in Californla at the address shown above or Is qualified through the Callfomla Secretary of state (SOS) to do business In California. The corporation will file a California tax return. If this corporation ceases to have a permanent place of business In Callfom la or cease., to do any of the above, I will promptly notify the withholding agent. See Instructions for General Information 0, Oeflnlttons . fl] Partnerahlps or Limited Uablllty Companies (LLCs): The partnership or LLC has a permanent place of business In California at the address shown above or l s registered with the California SOS, and is subject to the laws of California. The partnership or LLC will Ille a California tax return. If the partnership or LLC ceases to do any of the above, I win promptly Inform the withholding agent. For withholding purposes, a llmlted liabillty partnership (LLP) Is treated Ilka any other partnership. 0 Tax-Exempt Entitles: The entity is exempt from tax under California Revenue and Taxation Code (A& TC) Section 23701 __ (Insert letter) or Internal Revenue Code Sectlon 501 (c) __ (Insert number). If this entity oeases to be exempt from tax , I will promptly notify the wlthholding agent. Ind ividuals cannot be tax-exempt entities. 0 Insurance Companies, Individual Retirement Arrangements (IRAs), or Qualified Pension/Profit-Sharing Plana: The entity Is an Insurance company, IRA , or a federally qualified pension or profit-sharing plan . 0 Callfornl11 Trusts: At least one trustee and one noncontlngent beneficiary of the above-named trust Is a California resident. The trust will fil e a California fiduciary tax return . If the trustee or noncontingent beneficiary becomes a nonresident at any time , I will promptly notify the withholdi ng agent D Estates -Certification of Residency of Deceaaed Person: I am the executor of the abov&-named person's estate or trust. The decedent was a Californ ia resident at the time of death. The estate will file a California fiduciary tax rebJm. D Nonmilitary Spouse of a Military Servlcemember: l am a nonmilitary spouse of a milltary servicemember and I meet the Military Spouse Residency Retie! Act (MSRRA) requirements. See instructions for General Information E, MSRRA. CERTIFICATE OF PAYEE : Payee must complete and sign below. To learn about your privacy rights, how we may use your Information, and the consequences for not providing the requested Information, go to ftb.ca.gov and search for privacy notice. To request this notice by mall, call 800.852.5711. Under penalties of pe~ury, I declare that I have examined the information on this form, including accompanying schedules and statements, and to the best of my knowledge and belief, It Is true, correct, and complete. I further declare under penalties of pe~ury that if the facts upon which this form are based change, I wnt promptly notify the wlthholdlng agen t. Type or print payee's na~me an6 !'9tln Anderson, Principal Payee's signature II--------= -:::::-,..., ,/ -...:...:::: Telephone c850 ) 8881203 Date 05/25/20 17 • 7061173 Fonn 590 C2 2016 •