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HomeMy WebLinkAboutReso 18-2022 (22-55)City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA City Council Resolution: RES 18-2022 File Number: 22-55 Enactment Number: RES 18-2022 RESOLUTION APPROVING AN AMENDMENT TO ADMINISTRATIVE, PLAN CHECK, AND INSPECTION SERVICES AGREEMENTS WITH CSG CONSULTANTS, INC. AND WEST COAST CODE CONSULTANTS, INC. IN AN AMOUNT NOT TO EXCEED $1,000,000 PER FISCAL YEAR FOR AN ADDITIONAL TWO YEARS AND AUTHORIZING THE CITY MANAGER TO EXECUTE AGREEMENTS ON BEHALF OF THE CITY. WHEREAS, the City of South San Francisco ("City") Public Works Department is responsible for providing development engineering services consisting of plan check, inspection, and associated administrative services; and WHEREAS, the level of development engineering services required to accommodate the rate of development is over and above the capabilities of the existing staff; and WHEREAS, on February 12, 2020, City Council approved consulting services agreements with the firms CSG Consultants, Inc. (CSG) and West Coast Code Consultants, Inc. (WC3); and WHEREAS, the initial agreements' duration was two (2) years spanning from March 6, 2020 to March 6, 2022; and WHEREAS, the Engineering Division has recommended a 2 -year extension with the same $1,000,000 per fiscal year authorization limit to continue the staff augmentation provided by these agreements; and WHEREAS, private development review, coordination, and inspection will be funded through permit fees and deposits from the permit applicants; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco, that the City Council hereby approves an extension to the consulting services agreements, attached herewith as Exhibits A and B for municipal engineering services for the City of South San Francisco's land development engineering services in a total amount not to exceed $1,000,000 each year for each firm for an additional City of South San Francisco page 1 File Number.' 22-55 Enactment Number: RES 18-2022 two (2) year term conditioned on CSG Consultants, Inc. and West Coast Code Consultants, Inc. timely execution of the amendments to the consultant services agreement and submission of all required documents, including but not limited to, certificates of insurance and endorsements, in accordance with the agreement documents. BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute the agreements and any other related documents on behalf of the City upon timely submission by CSG Consultants, Inc. and West Coast Code Consultants, Inc. signed contracts and all other documents, subject to approval by the City Attorney. At a meeting of the City Council on 2/9/2022, a motion was made by Councilmember Addiego, seconded by Vice Mayor Nicolas, that this Resolution be approved. The motion passed. Yes: 5 Mayor Nagales, Vice Mayor Nicolas, Councilmember Coleman, Councilmember Flores, and Councilmember Addiego Attest by R sa Govea Acosta, City Clerk City of South San Francisco Page 2 EXHIBIT A - WC3 AMENDMENT FIRST AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND WEST COAST CODE CONSULTANTS, INC THIS FIRST AMENDMENT TO THE CONSULTING SERVICES AGREEMENT is made at South San Francisco, California, as of February 9, 2021 by and between THE CITY OF SOUTH SAN FRANCISCO ("City"), a municipal corporation, and WEST COAST CODE CONSULTANTS, INC. ("Consultant"), (sometimes referred together as the "Parties") who agree as follows: RECITALS A. On March 6, 2020, City and Contractor entered that certain Consulting Services Agreement ("Agreement") whereby Contractor agreed to engineering plan check, development review, public works inspection, quality assurance, and quality control. A true and correct copy of the Agreement and its exhibits is attached as Exhibit A. B. City and Contractor 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 Contractor 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 1.1 (Term of Services) is hereby amended as follows: The March 6, 2022 end date for the Term of Services is hereby replaced with March 6, 2024. 3. Section 2 (Compensation) is hereby amended as follows: a) Compensation shall be amended such that the City agrees to pay Consultant a sum not to exceed one million dollars ($1,000,000.00) per fiscal year, with the understanding that up to $935,088.36 has already been paid for Fiscal Year 2020-2021 and $224,557.71 has already been paid for Fiscal Year 2021-2022 to Consultant. Consultant and City agree that this is the City's total compensation of costs under the Agreement unless additional compensation is authorized in accordance with the terms of the Agreement. Any additional compensation shall be mutually agreed to by and between the Parties in writing. b) Consultant's compensation schedule attached to the Agreement as Exhibit B is hereby amended and replaced with Exhibit B. 1, attached to this Amendment. 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 By: Mike Futrell, City Manager Attest: By: City Clerk Approved as to Form: By: City Attorney WEST COAST CODE CONSULTANTS, INC am Giyan Senaratne, Principal/CEO EXHIBIT A ORIGINAL AGREEMENT Exhibit A CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND WEST COAST CODE CONSULTANTS, INC. THIS AGREEMENT for consulting services is made by and between the City of South San Francisco ("City") and West Coast Code Consultants, Inc. ("Consultant") (together sometimes referred to as the "Parties") as of March 6, 2020 (the "Effective Date"). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A. attached hereto and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on March 6, 2022, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Sections 1.1 and 1_2 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed one million dollars ($1,000,000) per fiscal year, notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, or Consultant's compensation schedule attached as Exhibit B, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only Consulting Services Agreement between [Rev: 11. 14.2016] March 6, 2020 City of South San Francisco and West Coast Code Consultants, Inc. Page 1 of 16 payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond, compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once per month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: Serial identifications of progress bills (i,e., Progress Bill No. 1 for the first invoice, etc.); The beginning and ending dates of the billing period; A task summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds eight hundred (800) hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; The amount and purpose of actual expenditures for which reimbursement is sought; The Consultant's signature. 2.2 Monthly_ Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. City shall have no obligation to pay invoices submitted ninety (90) days past the performance of worts or incurrence of cost. Consulting Services Agreement between [Rev: 11. 14.20161 March 6, 2020 City of South San Francisco and West Coast Code Consultants, Inc. 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 amounts shown on the compensation schedule attached hereto and incorporated herein as Exhibit B. 2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit A. Reimbursable expenses shall not exceed those amounts specified in Exhibit A. Expenses not listed in Exhibit A are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under Section 2 of this Agreement that shall not be exceeded. 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 of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. Consulting Services Agreement between [Rev:11.14.2016] City of South San Francisco and West Coast Code Consultants, Inc. March 6, 2020 Page 3 of 16 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 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 Lahr 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 responsibility for payment of the prevailing rate of per diem wages and penalties pursuant to Labor Code Sections 1770 1775. The City will not recognize any claim for additional compensation because of the payment by the Consultant for any wage rate in excess of prevailing wage rate set forth. The possibility of wage increases is one of the elements to be considered by the Consultant. a. Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, the Consultant shall post at appropriate conspicuous points at the site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers and mechanics to be engaged in work on the project under this contract and all deductions, if any, required by law to be made from unpaid wages actually earned by the laborers and mechanics so engaged. b. Payroll Records. Each Consultant and subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the Consultant in connection with the public work. Such records shall be certified and submitted weekly as required by Labor Code Section 1776." Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and Consulting Services Agreement between [Rev: 11. 14.2016] March 6, 2020 City of South San Francisco and West Coast Code Consultants, Inc. Page 4 of 16 the information in possession of the City. The location, quantity, andtime 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 limited to, protection against claims arising from bodily and personal injury, including death resulting there from, and damage to property resulting from Consulting Services Agreement between [Rev. 11. 142016] March 6, 2020 City of South San Francisco and West Coast Code Consultants, Inc. Page 5 of 16 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. 12190) 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: 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. If coverage is canceled or not renewed and it is not replaced with another claims -made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and Consulting Services Agreement between [Rev: 11. 14.2016] March 6, 2020 City of South San Francisco and West Coast Code Consultants, Inc. Page 6 of 16 expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than ANIL 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all policies delivered to Consultant by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Notice of Reduction in or Cancellation of Coverage. A certified endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than` ten (10) working days after Consultant is notified of the change in coverage. 4.4.4 Additional insured; primary insurance. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant in the course of providing services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. Consulting Services Agreement between [Rev: 11. 14.2016] March 6, 2020 City of South San Francisco and West Coast Code Consultants, Inc. Page 7 of 16 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: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Consulting Services Agreement between [Rev:11.14.2016] City of South San Francisco and West Coast Code Consultants, Inc, March 6, 2020 Page 8 of 16 b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. To the fullest extent permitted by law, Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the gross negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and Consulting Services Agreement between [Rev:11.14.2016] March 6, 2020 City of South San Francisco and West Coast Code Consultants, Inc. Page 9 of 16 all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent or to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governinq 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 Govemmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals, including from City, of what -so -ever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Consulting Services Agreement between [Rev: 11.14,20161 March 6, 2020 City of South San Francisco and West Coast Code Consultants, Inc. Page 10 of 16 Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement for cause upon 30 days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the date of notice of termination; City, however, may condition payment of such compensation upon Consultant delivering to City all materials described in Section 9.1. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not assign or subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, the following: Consulting Services Agreement between [Rev:11.14.2016] March 6, 2020 City of South San Francisco and West Coast Code Consultants, Inc. Page 11 of 16 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties unless required by law. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. 9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals. All responses to a Request for Proposals (RFP) or invitation to bid issued by the City become Consulting Services Agreement between [Rev: 11. 14.20161 March 6, 2020 City of South San Francisco and West Coast Code Consultants, Inc. Page 12 of 16 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 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 Attomeys' Fees. If a party to this Agreement brings any action, including arbitration or an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County San Mateo or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. Consulting Services Agreement between [Rev: 11.14.20161 March 6, 2020 City of South San Francisco and West Coast Code Consultants, Inc. Page 13 of 16 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve (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 Matthew Ruble, Principal 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 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: Consulting Services Agreement between [Rev: 11. 14.20161 March 6, 2020 City of South San Francisco and West Coast Code Consultants, Inc. Page 14 of 16 Consultant: City: West Coast Code Consultants, Inc. 417 Grand Avenue, Suite 201 South San Francisco, CA 94080 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 agreements, either written or oral pertaining to the matters herein. 10.13 Counterparts, This Agreement may be executed in counterparts and/or by facsimile or other electronic means, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterpart, shall constitute one Agreement, which shall be binding upon and effective as to all Parties.. 10.14 Construction. The headings in this Agreement are for the purpose of reference only and shall not limit or otherwise affect any of the terms of this Agreement. The parties have had an equal opportunity to participate in the drafting of this Agreement; therefore any construction as against the drafting party shall not apply to this Agreement. The Parties have executed this Agreement as of the Effective Date. Consulting Services Agreement between [Rev:11.14.2016] March 6, 2020 City of South San Francisco and West Coast Code Consultants, Inc. Page 15 of 16 CITY OF SOUTH SAN FRANCISCO West Coast Code Q&sultants. Inc. vc� err ��- Mike Futrell, City Manager `I �Q� � jZ;/je)4 �� City Cler Approved as to Force: i Ci y 2729962.1 /CEO Consulting Services Agreement between [Rev: 11. 14,2016] March 6, 2020 City of South San Francisco and West Coast Code Consultants, Inc. Page 16 of 16 EXHIBIT A SCOPE OF SERVICES Scope of Work TASK 1- Private Development Reviews A. Review Conceptual Private Develop Pians and Tentative Maps during the Entitlement Phase. WC3 will review conceptual private development plans, traffic studies, hydrology studies, sewer studies and tentative maps during the entitlement phase and will develop Conditions of Approval for Public Works related Engineering Division items. WC3 will also attend the monthly Technical Advisory Group, Planning Commission, and/or City Council meeting as requested by the City. Once WC3 has completed a draft of the Conditions of Approval, WC3 will either email a copy to the City Staff representative or upload a copy onto the City's CRW/Trackit system as directed by the City. B. Review Final Subdivision Maps and Lot Line Adjustments WC3 will review Final Maps, Parcel Maps and Lot Line Adjustments for technical correctness. The review will follow the requirements of the Subdivision Map Act and Local Ordinances and will include the review of Development Agreements, Title Reports, Legal Descriptions and all reference documents submitted as part of the review. Once the review is complete, WC3 will provide the City with a comment letter listing all issues or concerns found during the review process. Once all comments are addressed and prior to recording the document with the County Recorder, WC3 will provide a signature that confirms the technical correctness by a licensed land surveyor on the final document. C. Review Civil Improvement Plans during the Building Permit Phase. WC3 will review private development Civil improvement plans and grading plans and all supporting documentation for conformance with Conditions of Approval, the Municipal Code, City Standard Specifications & Details, Caltrans Specifications, ADA requirements and MUTCD Standards. Once the review is complete, WC3 will provide the City with a comment letter listing all issues or concerns found during the review process. WC3 will either email a copy to the City Staff representative or upload a copy onto the City's CRW/Trackit system as directed by the City. TASK 2 — Public Works Inspections A. Provide Public Works Inspections associated with various approved Encroachment Permits WC3 will provide a qualified inspector to perform construction inspection services. WC3 personnel will be assigned to the project during all hours of construction and/or as required by the City and will work under the direction of the City Project Manager. Typical duties to be performed by WC3 personnel will include but not be limited to the following: 1) Using the City's CRW Permit Track system to schedule and log results of inspections. 2) Performing construction inspection including ensuring compliance with project plans and specifications. 3) Identify actual and potential problems associated with the construction project and recommend sound engineering solutions. 4) Maintain an awareness of safety and health requirements and enforcing applicable regulations and contract provisions for the protection of the public and project personnel. S) Prepare a daily report for construction inspection activities. Teaming with Your Community to Make a Difference Scope of Work(Continued) 6) Review of final as -built plans at the completion of construction. 7) Other duties as required. B. Performance Requirements WC3 inspection personnel will remain available to the City on an on-call basis as requested by the City. Personnel assigned by WC3 shall be available beginning two (2) weeks before the start of the Project to a maximum of six (6) weeks after acceptance by the City. Private Development Public Improvement Projects require the inspector to be available within 24 hours' notice and may only require 1 hour of inspection time for the call -out. Public Works Inspections may be required during the evening hours. WC3 staff will coordinate all inspection and re -inspection requests per established City procedures or as modified by WC3 and approved by the City. C. Dellverables Daily Reports and materials testing reports (by others) shall be prepared daily and shall be delivered to the City Project Manager on a schedule as approved by the City. The CRW Permit Track system will be utilized for these deliverables. D. Equipment and Materials to be provided by WC3 1) All necessary vehicles, instruments, tools and safety equipment required for its personnel to perform their work accurately, efficiently and safely. 2) Caltrans manuals and standards as listed in Section F, "Standards" below and forms and other policies and procedures to be followed by the Contractor's personnel in the performance of the work. E. Materials to be provided by the City The City will provide WC3 with the following: 1) Approved project plans and specifications for the project. 2) Approved Encroachment Permits F. Standards Construction inspection, materials sampling and testing, and contract administration shall be in accordance with current Caltrans Construction Manual and its revisions, the Manual of Tests (3 Volumes), the Manual of Traffic Controls for Construction and Maintenance Work Zones, the Caltrans Standard Specifications and Standard Plans, the project plans and special provisions, and City Standards. G. Work to be performed by the City The City will furnish a representative to perform the usual functions of a Project Manager. H. Project Progress To ensure an understanding of contract objectives, meetings between the City Project Manager and WC3 will be held as often as necessary. All work objectives, the work schedules, the terms of the contract and any other related issues will be discussed, and any problems resolved. Teaming with Your Community to Make a Difference Scope of Work (continued) TASK 3 — Administrative Items A. Provide, on an as -needed basis, in-house Staff Augmentation to provide administrative duties of a permit technician, in-house plan checker, and administrative assistant. B. Provide daily project management, cost management, and coordination with contractors, developers, and other regulatory agencies. C. Coordinate the Dig Once Open Trench Notification Procedure. 1. WC; will prepare the Notice to Telecom Service Providers and Notice of intent to Participate for each of the above referenced E permit applications. The completed Notices will be provided to the City for posting on the City's website. 2. Review the Improvement Plans and Traffic Control Plans Submitted as part of various telecommunications project Encroachment Permit Applications and develop special Conditions of Approval as necessary for each Encroachment Permit. Turn -Around & Time Frames WC3 will commit to completing plan reviews within the timeline expectations required by the City of South San Francisco. For typical projects this turnaround time is 10 working days for the First Review and 5 working days for any Rechecks. For extraordinarily complex projects, WC3 will immediately inform the City and agree on an appropriate turnaround time prior to starting the review. Turnaround time for complex projects is typically 15 working days for the first review and 10 working days for the recheck. Teaming with Your Community to Make a Difference EXHIBIT B COMPENSATION SCHEDULE Hourly Rates & Fees WC, proposes the following contract amounts for professional services. WC3 reviewers strive to work with the applicants and designers to ensure all comments are addressed in as few reviews as possible. Any additional services not listed below may be negotiated: TABLE OF POSITION HOURLY RATE Principal $195 / Hour Project Manager $160 / Hour $165 / Hour Land Surveyor Traffic Engineer $165 / Hour Structural Engineer $165 / Hour Senior Civil Engineer Associate Civil Engineer $160 / Hour $150 / Hour $130 / Hour Assistant Engineer and Plan Reviewer Public Works Inspector (Prevailing Wage Rate, daytime hours) $160 j Hour Public Works Inspector (Prevailing Wage Rate, Spm to Sam) $185 / Hour Miscellaneous: Proposed Hourly Rates are for fiscal Years 2019120 and 2020121. Rates are subject to a 3% Cost of Living increase on each new fiscal year of the contract. Reimbursable expenses will be at Cost plus 15% and may include specialized equipment rental and printing costs. Cost for mileage will be at the Federal Rate in effect and will be for the use of person al automobiles within the City limits by Public Works Inspectors. Reimbursable expenses are not to exceed the contract amount. Any work performed under prevailing wage is subject to the State of California labor regulations. Public Works inspections in excess of forty (40) Hours a week, overtime work, holiday work, weekend work, etc. will be invoiced as follows: Overtime —One Hundred Fifty Percent (150%) of regular rates. Overtime is defined as working more than Forty (40) Hours a week or more than Eight (8) Hours a day or more than Six (6) consecutive days in a week. • Double Overtime — Two Hundred Percent (200%) of regular rates. Double overtime is defined as working more than Twelve (12) hours a day or working more than Eight (8) hours on the seventh consecutive day of work. o Holidays and Weekends — Two Hundred Percent (200%) of regular rates. A four (4) hour daily minimum is required for Public Works inspections. Teaming with Your Community to Make a Difference EXHIBIT C INSURANCE CERTIFICATES ,4cor�v� CERTIFICATE OF LIABILITY INSURANCE DATE(MM/OD/YYYY) 4/1 612 01 9 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(iss) must have ADDITIONAL INSURED provisions or be endorsed. 1 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 endorsements). PRODUCER Deeiey, Renton & Associates P. O. Box 12675 Oakland, CA 94604-2675 License #0020739 CONTACT PNIAME. ONE No. Exur 510-465-3090 510452-2193 n�fll CertificatesCdlDealeyrentOn.CDm INSURERjB)AFFORDINGCOVERAGE NAIC# INSURER A: Travelers Property Casualty Co of Amed 25674 INSURED WESTCOASTS West Coast Code Consultants, Inc. 2400 Camino Ramon, Suite 240 San Ramon, CA 94583 (925) 275-1700 INSURER B: Travelers Indemnity Co. of Connecticut 25682 INSURERC: Continental Casualty Company 20443 INSURER D: - INSURER E: INSURER P: a�cr� � ar�vn r c nvmsacrs: I V,7QL: DUI D HEVI51VN NUMISEH: 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 REOUIRE ENT, 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. _ m§9 AVOLISUOR Y 90 LTR TYPE OF INSURANCE POLICYNUMMR Y Wp PN/ DYV LIMITS A X ( COMMERCIAL GENERAL LIABILITY Y Y 6807K831631 4128/2019 4/28/2020 EACH OCCURRENCE $2,00,000 ,—i� CLAIMS -MADE �� OCCUR i PREMISES (Ea occurrence) $1,000,000 i -X •-� U� - MED EXP (Any are Person) $10,000 PERSONALaADVINJURY 1412,000,000 GEMLAGGREGATE LIMIT APPLIES PER: I GENERAL AGGREGATE $4,000,000 POLICY a J C FILOC PRODUCTS - COMP/OP AW 164,000,000 I� OTHER: _ $ e AUTOMOBILE LIABILITY Y Y BA7KWWS I 412812019 4/28/2020Ea acddent $1,000,000 X ANY AUTO BODILY INJURY (Per person) $ I OWNED SCHEDULED AUTOS ONLY HIRED_, AUTOS BODILY INJURY (Per aeddent) $ X AUTOS ONLY X AUT ONNON-OVMLY 1 ra AMAGE $ �._ APproved as o for $ A X UMBRELLALIAB X OCCUR Y Y f CUP7K838484 i-' . '4/20ZD EACH RRENCE $4,000,000 EXCESS LIAS (Y.q(M,,r,MADE I , ��yy ------- ) B y; i E $ 4,000, 0 DED X ..RETENTION r $ A WORKERS COMPENSATION Y UB71<83612$ AND EMPLOYERS' LIABiLrrY YIN 020 X STAT E ANVPROPRIETOWPARTNERIEXECUTIVE - - (DENT $1,000,000 _ OFFICER7MEMaEREXCLUDED9 N/A (Mandatory beund +E.LDIS EASE -EA EMPLOYEE $1,000,000 0 describe under - DESCRIPTION OF OPERATIONS belay I E.L. DISEASE- POLICY LIMIT $1,000,000 C Professional iMCM5919D0192 4/2219 4/282022X,,000 per Claimans Me000 Annual Aggregate DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remmks Saimbde, an" tw attsdied N more Mmos is reWred)- Umbrella Liability policy Is a follow -form to underlying General LiabillWAuto LlabiiitytEmployers Liability. All Operations of the Named Insured - City of South San Francisco its officers, employees, and agents are named as an additional insured as respects general 8 auto liability for claims arising from the operations of the named Insured as required per written contract or agreement SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Of South San Francisco THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Vivian L Day ACCORDANCE Wr'rH THE POLICY PROVISIONS, Dept of Econimic & Comm. Devel 315 Maple Ave AUTHORIZE PREfRESENTATIVE PO BOX 711 So. San Francisco CA 94083 0IN8-2015 ACORD ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD reserved. R CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 4/19/2021 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(Sl. AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Dealey, Renton & Associates P. O. Box 12675 Oakland, CA 94604-2675 License #0020739 INSURED West Coast Code Consultants, Inc. 5000 Executive Parkway, Suite 510 San Ramon, CA 94583 (925) 275-1700 COVERAGES CERTIFICATE NUMBER: 702771505 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRLTR LTR TYPE OF INSURANCE ADDL SUER POLICYNUMBER MM/DDY� MMLDDY� LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE rxl OCCUR X Contractual Liab Y Y 6807K831631 4/28/2021 4/28/2022 EACH OCCURRENCE $2,000,000 PREMISES Ea occurrence $1,000,000 MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY � PES FILOC OTHER: GENERAL AGGREGATE $ 4,000,000 PRODUCTS-COMP/OPAGG $4,000,000 $ A AUTOMOBILE LIABILITY X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY Y Y BA7R034411 4/28/2021 4/28/2022 Ea OMBINED accident SINGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per.cadent A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE Y Y CUP7K838484 4/28/2021 4/28/2022 EACH OCCURRENCE $ 4,000,000 AGGREGATE $ 4,000,000 DED I X I RETENTION $ in nnn $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A Y UB7K838122 4/28/2021 4/28/2022 X PER STATUTE ETH E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 B Professional Liability Claims Made DPR9976625 4/28/2021 4/28/2022 $2,000,000 per Claim $4,000,000 Annual Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: All Operations of the Named Insured -- City of South San Francisco its officers, employees, and agents are named as an additional insured as respects general & auto liability for claims arising from the operations of the named insured as required per written contract or agreement. CERTIFICATE HOLDER CANCELLATION 30 Day Notice of Cancellation City Of South San Francisco Attn: Phillip Perry Dept of Econimic & Comm. Devel 315 Maple Ave PO BOX 711 So. San Francisco CA 94083 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY POLICY NUMBER 6807K831631 ISSUED DATE: 4/19/2021 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Names of Additional Insured Person(s) or Organization(s): Any person or organization that you agree in a written contract, on this Coverage Part, provided that such written contract was signed and executed by you before, and is in effect when the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. Location of Covered Operations: Any project to which an applicable written contract with the described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section II — Who Is An Insured is amended to in- This insurance does not apply to "bodily injury" or clude as an additional insured the person(s) or "property damage" occurring, or "personal injury" organization(s) shown in the Schedule, but only or "advertising injury" arising out of an offense with respect to liability for "bodily injury", "property committed, after: damage", "personal injury" or "advertising injury" 1. All work, including materials, parts or equip - caused, in whole or in part, by: ment furnished in connection with such work, 1. Your acts or omissions; or on the project (other than service, mainte- 2. The acts or omissions of those acting on your nance or repairs) to be performed by or on behalf; behalf of the additional insured(s) at the loca- in the performance of your ongoing operations for tion of the covered operations has been com- pleted; or the additional insured(s) at the location(s) desig- nated above. 2. That portion of "your work" out of which the B. With respect to the insurance afforded to these injury or damage arises has been put to its in - tended use by any person or organization additional insureds, the following additional exclu- other than another contractor or subcontrac- sions apply: for engaged in performing operations for a principal as a part of the same project. CG D3 6103 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. POLICY NUMBER: 6807K831631 COMMERCIAL GENERAL LIABILITY ISSUED DATE: 4/19/2021 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the "products - completed operations hazard", provided that such contract was signed and executed by you before, and is in effect when, the bodily injury or property damage occurs. Location And Description Of Completed Operations Any project to which an applicable contract described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to in- clude as an additional insured the person(s) or or- ganization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property dam- age" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional in- sured and included in the "products -completed opera- tions hazard". CG 20 37 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 Policy # 6807K831631 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non -Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury' or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. C. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance . Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. S. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 ® 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy # 68071<831631 occupational therapist or occupational therapy assistant, physical therapist or speech-language pathologist; or (b) First aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following replaces the last sentence of Paragraph 5. of SECTION III — LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following exclusion is added to Paragraph 2., Exclusions, of SECTION I — COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Sale Of Pharmaceuticals "Bodily injury" or "property damage" arising out of the violation of a penal statute or ordinance relating to the sale of pharmaceuticals committed by, or with the knowledge or consent of the insured. 5. The following is added to the DEFINITIONS Section: "Incidental medical services" means: a. Medical, surgical, dental, laboratory, x- ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances. 6. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, COMMERCIAL GENERAL LIABILITY that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II — Who Is An Insured. K. MEDICAL PAYMENTS — INCREASED LIMIT The following replaces Paragraph 7. of SECTION III — LIMITS OF INSURANCE: 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, and will be the higher of: a. $10,000; or b. The amount shown in the Declarations of this Coverage Part for Medical Expense Limit. L. AMENDMENT OF EXCESS INSURANCE CONDITION — PROFESSIONAL LIABILITY The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis, that is Professional Liability or similar coverage, to the extent the loss is not subject to the professional services exclusion of Coverage A or Coverage B. M. BLANKET WAIVER OF SUBROGATION WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a written contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the signing of that contract or agreement. CG D3 79 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. BA7R034411 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BLANKET ADDITIONAL INSURED B. EMPLOYEE HIRED AUTO C. EMPLOYEES AS INSURED D. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS E. TRAILERS — INCREASED LOAD CAPACITY F. HIRED AUTO PHYSICAL DAMAGE G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT A. BLANKET ADDITIONAL INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. B. EMPLOYEE HIRED AUTO I. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COV- ERED AUTOS LIABILITY COVERAGE: H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT — INCREASED LIMIT I. WAIVER OF DEDUCTIBLE — GLASS J. PERSONAL PROPERTY K. AIRBAGS L. AUTO LOAN LEASE GAP M. BLANKET WAIVER OF SUBROGATION performing duties related to the conduct of your business. 2. The following replaces Paragraph b. in B.S., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". An "employee" of yours is an "insured" while C. EMPLOYEES AS INSURED operating a covered "auto" hired or rented The following is added to Paragraph A.1., Who Is under a contract or agreement in an "em- An Insured, of SECTION II — COVERED AUTOS ployee's" name, with your permission, while LIABILITY COVERAGE: CA T4 20 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. D. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2) of SECTION II — COVERED AUTOS LIABILITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4) of SECTION II — COVERED AUTOS LIABILITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. E. TRAILERS — INCREASED LOAD CAPACITY The following replaces Paragraph C.I. of SEC- TION I — COVERED AUTOS: 1. "Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. F. HIRED AUTO PHYSICAL DAMAGE The following is added to Paragraph AA., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Hired Auto Physical Damage Coverage If hired "autos" are covered "autos" for Covered Autos Liability Coverage but not covered "autos" for Physical Damage Coverage, and this policy also provides Physical Damage Coverage for an owned "auto", then the Physical Damage Cover- age is extended to "autos" that you hire, rent or borrow subject to the following: (1) The most we will pay for "loss" to any one "auto" that you hire, rent or borrow is the lesser of: (a) $50,000; (b) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2) An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". (3) If a repair or replacement results in better than like kind or quality, we will not pay for the amount of betterment. (4) A deductible equal to the highest Physical Damage deductible applicable to any owned covered "auto". (5) This Coverage Extension does not apply to: (a) Any "auto" that is hired, rented or bor- rowed with a driver; or (b) Any "auto" that is hired, rented or bor- rowed from your "employee". G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Para- graph AA.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT — INCREASED LIMIT Paragraph C.1.b. of SECTION III — PHYSICAL DAMAGE COVERAGE is deleted. I. WAIVER OF DEDUCTIBLE — GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. J. PERSONAL PROPERTY The following is added to Paragraph AA., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Personal Property Coverage We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is: (1) Owned by an "insured"; and (2) In or on your covered "auto". This coverage only applies in the event of a total theft of your covered "auto". No deductibles apply to Personal Property cover- age. Page 2 of 3 © 2015 The Travelers Indemnity Company. All rights reserved. CA T4 20 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to 'loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of 'loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one 'loss". L. AUTO LOAN LEASE GAP The following is added to Paragraph AA., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Auto Loan Lease Gap Coverage for Private Passenger Type Vehicles In the event of a total 'loss" to a covered "auto" of the private passenger type shown in the Schedule or Declarations for which Physical Damage Cov- erage is provided, we will pay any unpaid amount due on the lease or loan for such covered "auto" less the following: (1) The amount paid under the Physical Damage Coverage Section of the policy for that "auto"; and COMMERCIAL AUTO (2) Any: (a) Overdue lease or loan payments at the time of the 'loss"; (b) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (c) Security deposits not returned by the les- sor; (d) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (e) Carry-over balances from previous loans or leases. M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.S., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract exe- cuted prior to any "accident' or 'loss", pro- vided that the "accident' or "loss" arises out of the operations contemplated by such con- tract. The waiver applies only to the person or organization designated in such contract. CA T4 20 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. POLICY NUMBER: BA7R034411 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 1. The following is added to Paragraph A.1.c., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". 2. The following is added to Paragraph B.S., Other Insurance of SECTION IV — BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part S. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which an additional insured person or organization is the first named insured when the written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. CA T4 74 02 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. TRAVELERS/�� WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 ( A) — POLICY NUMBER: uB7K838122 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation pre- mium. Schedule Person or Organization Job Description Any Person or organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Insurance Company Countersigned by Travelers Property Casualty Company of America DATE OF ISSUE: 4/19/2021 Page 1 of 1 EXHIBIT B.1 UPDATED COMPENSATION SCHEDULE Exhibit BA Hourly Rates & Fees WC, proposes the following contract amounts for professional services. WC3 reviewers strive to work with the applicants and designers to ensure all comments are addressed in as few reviews as possible. Any additional services not listed below may be negotiated: TABLE OF HOURLY BILLING RATES POSITION HOURLY RATE Principal $240 / Hour Project Manager $210 / Hour Land Surveyor $200 / Hour Traffic Engineer $200 / Hour Structural Engineer $200 / Hour Senior Civil Engineer $200 / Hour Associate Civil Engineer $175 / Hour Assistant Engineer and Plan Reviewer $150 / Hour Public Works Inspector (Prevailing Wage Rate, daytime hours) $175 / Hour Public Works Inspector (Prevailing Wage Rate, Bpm to 5am) $195 / Hour Miscellaneous: Proposed Hourly Rates ore effective through the end of Fiscal Year 2022/23. Rates are subject to a Cost -of - Living increase on each new fiscal year of the contract after Fiscal Year 2022/23. Reimbursable expenses will be at Cost plus 15% and may include specialized equipment rental and printing costs. Cost for mileage will be at the Federal Rate in effect and will be for the use of personal automobiles within the City limits by Public Works Inspectors. Reimbursable expenses are not to exceed the contract amount. Any work performed under prevailing wage is subject to the State of California labor regulations. Public Works Inspections in excess of Forty (40) Hours a week, overtime work, holiday work, weekend work, etc. will be invoiced as follows: • Overtime — One Hundred Fifty Percent (150%) of regular rates. Overtime is defined as working more than Forty (40) Hours a week or more than Eight (8) Hours a day or more than Six (6) consecutive days in a week. • Double Overtime — Two Hundred Percent (200%) of regular rates. Double Overtime is defined as working more than Twelve (12) hours a day or working more than Eight (8) hours on the seventh consecutive day of work. • Holidays and Weekends — Two Hundred Percent (200%) of regular rates. A four (4) hour daily minimum is required for Public Works inspection services. Teaming with Your Community to Make a Difference 1 EXHIBIT B - CSG AMENDMENT FIRST AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND CSG CONSULTANTS THIS FIRST AMENDMENT TO THE CONSULTING SERVICES AGREEMENT is made at South San Francisco, California, as of February 9, 2021 by and between THE CITY OF SOUTH SAN FRANCISCO ("City"), a municipal corporation, and CSG CONSULTANTS, INC. ("Consultant"), (sometimes referred together as the "Parties") who agree as follows: RECITALS A. On March 6, 2020, City and Contractor entered that certain Consulting Services Agreement ("Agreement") whereby Contractor agreed to engineering plan check, development review, public works inspection, quality assurance, and quality control. A true and correct copy of the Agreement and its exhibits is attached as Exhibit A. B. City and Contractor 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 Contractor 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 1.1 (Term of Services) is hereby amended as follows: The March 6, 2022 end date for the Term of Services is hereby replaced with March 6, 2024. 3. Section 2 (Compensation) is hereby amended as follows: a) Compensation shall be amended such that the City agrees to pay Consultant a sum not to exceed one million dollars ($1,000,000.00) per fiscal year, with the understanding that up to $59,712.50 has already been paid for Fiscal Year 2021-2022 to Consultant. Consultant and City agree that this is the City's total compensation of costs under the Agreement unless additional compensation is authorized in accordance with the terms of the Agreement. Any additional compensation shall be mutually agreed to by and between the Parties in writing. b) Consultant's compensation schedule attached to the Agreement as Exhibit B is hereby amended and replaced with Exhibit B.1, attached to this Amendment. 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 By: Mike Futrell, City Manager Attest: By: City Clerk Approved as to Form: By: City Attorney CSG CONSULTANTS, INC LON Cyrus Kianpour, President EXHIBIT A ORIGINAL AGREEMENT Exhibit A CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND CSG CONSULTANTS, INC. THIS AGREEMENT for consulting services is made by and between the City of South San Francisco ("City") and CSG Consultants. Inc. ("Consultant") (together sometimes referred to as the "Parties") as of March 6, 2020 (the "Effective Date"). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A, attached hereto and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on March 6, 2022, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Sections 1_1 and 1_2 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed one million dollars ($1,000,000) per fiscal year, notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, or Consultant's compensation schedule attached as Exhibit B. regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only Consulting Services Agreement between [Rev:11.14.2016] March 6, 2020 City of South San Francisco and CSG Consultants, Inc. Page 1 of 16 payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant.and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant'shall submit invoices, not more often than once per month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: • Serial identifications of progress bills (i.e., Progress Bill No. 1 for the first invoice, etc.); The beginning and ending dates of the billing period; ■ A task summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; • At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; • The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds eight hundred (800) hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; The amount and purpose of actual expenditures for which reimbursement is sought; • The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. City shall have no obligation to pay invoices submitted ninety (90) days past the performance of work or incurrence of cost. Consulting Services Agreement between [Rev: 11. 14.20161 March 6, 2020 City of South San Francisco and CSG Consultants, Inc. 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 amounts shown on the compensation schedule attached hereto and incorporated herein as Exhibit B. 2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit A. Reimbursable expenses shall not exceed those amounts specified in Exhibit A. Expenses not listed in Exhibit A are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under Section 2 of this Agreement that shall not be exceeded. 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 tb 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 of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. Consulting Services Agreement between [Rev: 11. 14.2016] March 6, 2020 City of South San Francisco and CSG Consultants, Inc. Page 3 of 16 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 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 maybe set by Labor Code Section 1775, as may be amended, per day penalty for each worker paid less than prevailing rate of per diem wages. The difference between the prevailing rate of per diem wages and the wage paid to each worker shall be paid by the Consultant to each worker. An error on the part of an awarding body does not relieve the Consultant from responsibility for payment of the prevailing rate of per diem wages and penalties pursuant to Labor Code Sections 1770 1775. The City will not recognize any claim for additional compensation because of the payment by the Consultant for any wage rate in excess of prevailing wage rate set forth. The possibility of wage increases is one of the elements to be considered by the Consultant. a. Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, the Consultant shall post at appropriate conspicuous points at the site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers and mechanics to be engaged in work on the project under this contract and all deductions, if any, required by law to be made from unpaid wages actually earned by the laborers and mechanics so engaged. b. Payroll Records. Each Consultant and subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the Consultant in connection with the public work. Such records shall be certified and submitted weekly as required by Labor Code Section 1776." Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and Consulting Services Agreement between [Rev:11.14.2016] March 6, 2020 City of South San Francisco and CSG Consultants, Inc. Page 4 of 16 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 famish 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 -in ' surance complies fully with the provisions of the California Labor Code. Determinationof whether a self-insurance program meets the standards of .the Labor Code shall be solely in the discretion of the Contract Administrator (as defined in Section 10.9). The insurer, if insurance is provided, or the Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, .employees, and volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting there from, and damage to property resulting from Consulting Services Agreement between [Rev: 11. 14.2016] March 6, 2020 City of South San Francisco and CSG Consultants, Inc. Page 5 of 16 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: The insurance shall cover on an occurrence or an accident basis, and not on a claims -made basis. 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: The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement or the work, so long as commercially available at reasonable rates. C. If coverage is canceled or not renewed and it is not replaced with another claims -made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and Consulting Services Agreement between [Rev:11.14.2016] March 6, 2020 City of South San Francisco and CSG Consultants, Inc. Page 6 of 16 expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than ANIL 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all policies delivered to Consultant by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Notice of Reduction in or Cancellation of Coverage. A certified endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than ten (10) working days after Consultant is notified of the change in coverage. 4.4.4 Additional insured, primary insurance. - City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, .including the insured's general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant in the course of providing services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. Consulting Services Agreement between City of South San Francisco and CSG Consultants, Inc. [Rev: 11. 14.2016] March 6, 2020 Page 7 of 16 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 insurancepolicies or policy endorsements to the extent and'within the time herein required, City may, at its sole option exercise any of the -following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiums for such, insurance from any sums due under the Agreement; Consulting Services Agreement between [Rev. 11. 14.20161 March 6, 2020 City of South San Francisco and CSG Consultants, Inc. Page 8 of 16 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, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the gross negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and. (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to- the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and Consulting Services Agreement between [Rev: 11. 14.2016] March 6, 2020 City of South San Francisco and CSG Consultants, Inc. Page 9 of 16 all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent or to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governinq 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 tern 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 Op op rtunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement, Consulting ervices Agreement between [Rev:11.14.2016J March 6, 2020 City of South San Francisco and CSG Consultants, Inc. Page 10 of 16 Section B. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement for cause upon 30 days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the date of notice of termination; City, however, may condition payment of such compensation upon Consultant delivering to City all materials described in Section 9.1. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of 'Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not assign or subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, the following: Consulting Services Agreement between City of South San Francisco and CSG Consultants, Inc. [Rev:11.14.2016) March 6, 2020 Page 11 of 16 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties unless required by law. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. 9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals. Ali responses to a Request for Proposals (RFP) or invitation to bid issued by the City become Consulting Services Agreement between [Rev:11.14.2016] March 6, 2020 City of South San Francisco and CSG Consultants, Inc. Page 12 of 16 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 legal action seeking release of the materials it believes does not constitute trade secret information, by submitting a proposal, Consultant agrees to indemnify, defend and hold harmless the City, its agents and employees, from any judgment, fines, penalties, and award of attorneys fees awarded against the City in favor of the party requesting the information, and any and all costs connected with that defense. This obligation to indemnify survives the City's award of the contract. Consultant agrees that this indemnification survives as long as the trade secret information is in the City's possession, which includes a minimum retention period for such documents. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including arbitration or an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County San Mateo or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. Consulting Services Agreement between [Rev: 11. 14.2016] City of South San Francisco and CSG Consultants, Inc. March 6, 2020 Page 13 of 16 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. .If Consultant was an employee, agent, appointee, or official of the City in the previous twelve (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 Matthew Ruble, Princioal 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 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: Consulting Services Agreement between [Rev: 11 .14,20161 March 6, 2020 City of South San Francisco and CSG Consultants, Inc. Page 14 of 16 Consultant: City: CSG Consultants, Inc. 550 Pilgrim Drive Foster City, CA 94404 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 Intec�ration. This Agreement, including all Exhibits attached hereto, and incorporated herein, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral pertaining to the matters herein. 10.13 Counterparts. This Agreement may be executed in counterparts and/or by facsimile or other electronic means, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterpart, shall constitute one Agreement, which shall be binding upon and effective as to all Parties.. 10.14 Construction. The headings in this Agreement are for the purpose of reference only and shall not limit or otherwise affect any of the terms of this Agreement. The parties have had an equal opportunity to participate in the drafting of this Agreement; therefore any construction as against the drafting party shall not apply to this Agreement. The Parties have executed this Agreement as of the Effective Date. Consulting Services Agreement between [Rev:11.14.2016] March 6, 2020 City of South San Francisco and CSG Consultants, Inc, Page 15 of 16 CITY OF SOUTH SAN FRANCISCO Mike --Futrell, City �.� ; Approved as to Form: City Attomey 2729962.1 CSG Consultants, Inc. TITLE: (7�a j daP.rtfi Consulting Services Agreement between [Rev: 11. 14.2016] March 6, 2020 City of South San Francisco and CSG Consultants, Inc. Page 16 of 16 CITY OF SOUTH SAN FRANCISCO Mike Futrell, City Manager Attest: City Clerk Approved as to Form: City Attorney 2729962.1 Consulting Services Agreement between City of South San Francisco and CSG Consultants, Inc. CSG Consultants, Inc. NAME t. p*OVI pD O -r, P.E. TITLE: 11 den -t [Rev: 11. 14.2016] March 6, 2020 Page 16 of 16 EXHIBIT A SCOPE OF SERVICES CSG PROPOSAL/QUALIFICATIONS TO CITY OF SOUTH SAN FRANCISCO MUNICIPAL ENGINEERING SERVICES FOR FY 19-20 AND 20-21 ENGINEERING PLAN CHECK / DEVELOPMENT REVIEW Plan check and development review services form a large part of CSG's services. CSG has been providing plan review services exclusively to local municipalities since the firm's inception in 1991. Our success in maintaining ongoing relationships with our clients in a highly competitive environment is due to our ability to understand and partner with them in achieving their goals. We understand that our clientele includes not just public agencies but also the development community seeking to process applications through those agencies. We also understand that many development applications are important to public agencies due to the economic or quality of life benefits that those projects bring to the communities. Drawing on the combined experience and talent of our staff, we have found the following practices to be helpful in approaching development review and plan review: • Active participation by engineering staff and consultants during the entitlement process is critical. Design and other issues need to be discussed at this stage, with the appropriate staff from the City and/or other agencies included in the discussion. Project review needs to be a cooperative effort by all departments and other stakeholders so that issues are vetted and addressed. Engineering staff must spend time preparing clear and complete conditions of approval that outline the developer's obligations and address issues. Conditions of approval that are incomplete or vague simply defer problems to the plan review stage, resulting in delay in issuance of permits and frustration on the part of the developer, consultants, or staff who have to resolve the issues. • Communication and alignment of expectations between the agency staff or consultants and the developer is needed, starting with the entitlement pre -application phase and lasting through permitting. This can start with an understanding of the developer's desired schedule for project completion, and then working backwards to set the timing for the various steps in the review process (entitlement, plan review, permitting). This may require adjustment of the developer's initial schedule; the agency should be prepared to offer means of running some processes in parallel rather than in sequence in order to shorten the overall review time. For example, if a developer's schedule is dependent on completing grading of the site prior to winter weather, focus can be put on review of the grading plan and development of the grading permit. Review of the improvement plans, maps, or other documents could occur later while the grading is taking place. The same may also be applicable to activities that have a limited construction window due to permitting or restrictions by other agencies. • Development of a mutually -acceptable schedule and work plan can allow both parties to focus on important milestones. Review by the agency and response by the developer is governed by the schedule. If both parties do what they committed to do, the schedule can be met. • The City's consultant needs to be driven by results and not tasks. The goal is not, as some plan checkers practice, to put redlines on plans. The goal is to move the project forward. The consultant needs to be a problem solver, and needs to accept a role in bringing the project to a successful completion. Design solutions must be reviewed not on the basis of "we've never done that before" or "we've always done it this way" but rather, "will this work"? The consultant must be proactive in presenting options to City staff and willing to make recommendations on which options may work. • The consultant needs to form a working relationship with the other parties. The developer team should see the consultant as an asset and a partner, someone who is motivated to move the project to completion, as opposed to someone who has no interest in moving the project along. We have found that, with this sense of trust, the developer team is more willing to work with the agency and more accepting of comments, changes, or even delays and extra costs, since the overall success of the project is not in doubt. This approach will reduce the likelihood of the developer "going around" staff to the City Council, City Manager, or others with complaints that the project is being delayed. • The consultant needs to listen —to staff, to the developer and its team, and to other stakeholders. Hearing and understanding what the other party wants is the first step to developing a resolution. 11 CSG PROPOSAL/QUALIFICATIONS TO CITY OF SOUTH SAN FRANCISCO MUNICIPAL ENGINEERING SERVICES FOR FY 19-20 AND 20-21 TYPICAL ENGINEERING PLAN REVIEW SCOPE OF WORK Drawing on the combined experience and talent of our staff, we have found the following practices helpful in approaching development review, and plan review. The exact Scope of Work will be determined based on our discussion with the City and the type of project. New Development Entitlements Review tentative maps, tentative parcel maps, architectural review, and other entitlement applications. Coordinate review with other City staff and/or outside agencies as needed. Attend follow-up meetings with Planning staff, the applicant, or others as needed to resolve issues regarding the proposal. Review subsequent submittals of the proposal. Assist the City with development of conditions of approval, development agreements, and other requirements associated with development applications. Assist City in negotiating with developers regarding terms of agreements or conditions (Additional tasks associated with the entitlement process are described above). Plan Review and Map Review • Review final maps, improvement, and landscape plans. Review includes evaluation of required records, studies, grading and improvement plan, and additional materials submitted by the design professional. Confirm that plans conform to City standard design criteria, conditions of approval, and infrastructure or other master plans. Each plan review will be accompanied with a letter summarizing the red -line comments addressed to the applicant's engineer or landscape architect, with a copy to City staff and the applicant. A complete red -lined set of drawings and any reports will be returned to the design professionals for use in their corrections. At the applicant's discretion, the comment summary letter and red -lined plan sheets can be scanned and submitted electronically to the design consultant to expedite the review process. The consultant will meet with the applicant/representative and City staff to review comments or to delineate the standards which are not being met, in order to facilitate timely completion of the review and meeting the maximum goal of two plan checks. CSG will accept and review subsequent submittals electronically, when feasible, in order to expedite the review process. Soils reports will be evaluated and confirmation of recommendations will be included on the plans. Boundary conditions will be evaluated to maintain continuity with surrounding properties and maintain existing drainage patterns. Construction erosion control and post -construction water quality control will be evaluated for compliance with the storm water quality management permit in effect for the City. Assist the City with development of conditions of approval, development agreements, and other requirements associated with development applications. Assist City in negotiating with developers regarding terms of agreements or conditions (Additional tasks associated with the entitlement process are described above). Confirm that the developer has obtained necessary permits or approvals from other public agencies as needed, and that plans conform to the City's NPDES Municipal Regional Permit requirements for storm water treatment and retention. Review and recommend approval of engineering bond estimates and subdivision guarantees. Assist the staff in preparing subdivision improvement agreements, other agreements (including stormwater treatment measure and landscape maintenance agreements), and staff reports. Meet with developers, consultants, and other agencies on behalf of staff, as requested. Street Vacations • Assist in research and document preparation (e.g., plats, maps, legal descriptions, and findings) by a licensed surveyor to support summary and regular street vacations and City property disposition 12 CSG PROPOSAL/QUALIFICATIONS TO CITY OF SOUTH SAN FRANCISCO MUNICIPAL ENGINEERING SERVICES FOR FY 19-20 AND 20-21 according to the City Municipal Code, Subdivision Map Act, and California Streets and Highways Code. C.3 Compliance Review C.3 review will be performed in accordance with the Municipal Regional Permit (MRP). Below is the review process CSG will undertake: • Review of C.3 checklist(s) for applicability of LID/Special Projects • Review of Low Impact Development (LID) measures • Review of sizing calculations of stormwater treatment measures, if any • Review of Maintenance Plans for compliance with Operation & Maintenance (O&M) requirements Staffing • All plan reviews will be conducted by a State of California licensed civil engineer or under the supervision of a licensed civil engineer. • Each plan review is assigned to a plan reviewer with oversight of the project manager. The assigned design plan reviewer will be committed to the project and will furnish all subsequent reviews for the project. It is the goal of CSG Consultants to provide, where practical, a cradle -to -grave approach for project review, where a review team is assigned to the project from entitlement through plan review and construction to closeout and acceptance. • Provide specialized qualified licensed engineers to assist in any structural, soil and geotechnical reviews, for any of the assigned projects. • Map checking will be overseen by licensed professional land surveyors or by professional engineers licensed to practice land surveying in the State of California. • The review team will be available for applicant inquiries or conferences during normal business hours, Monday through Friday, from 8:00 AM through 5:00 PM. Web conferences, fax, and conference calls are optional forms of communications between Consultant and City staff. Accelerated Plan Review If required by the City, Consultant has the ability to perform plan review services within an accelerated time frame, negotiated on behalf of the applicant, the City's appointed contact, and Consultant. In most cases, Consultant will complete initial plan review in fewer than ten working days (five working days for re -checks). However, it is understood that some plans may require additional time. In those instances, Consultant shall notify and receive approval by the City of South San Francisco of the expected processing time prior to performing the plan review. Online Plan Check Status Consultant shall make available online services to enable City and authorized applicants to determine the status of plan checks. There is no additional cost for this service. 13 CSG PROPOSAL/QUALIFICATIONS TO CITY OF SOUTH SAN FRANCISCO MUNICIPAL ENGINEERING SERVICES FOR FY 19-20 AND 20-21 Typical Plan Review Schedule Development of hard-and-fast schedules for completion of development review and plan review work is difficult as timing and scope of projects is not always known. Examples of time frames for completing certain tasks are provided below. Pre -application entitlement review, I Review application material in advance of requested meetings, complete formal PRC review comments and submit to Planning within one week of meeting Review Tentative Map Application Fifteen (15) working days of notice of submittal by City or Other Entitlement Package Prepare Conditions of Approval Complete Improvement Plan or Map Review (15t Check) Prepare fee estimate, review bond estimate, or prepare permit Review request for right-of-way vacation Prepare within one week of request by Planning, or within reasonable shorter time frame if needed to meet hearing date Fifteen (15) working days of notice of submittal by City Ten (10) working days of request Ten (10) working days of notice of submittal by City Review Lot Line Adjustment/ Lot Ten (10) working days of notice of submittal by City Merger Miscellaneous Assignments Dependent on scope, typically within five (5) working days Turnaround times include pickup, QA/QC, and delivery to City. CSG will attempt to reduce the need for formal resubmittals to the City by reviewing electronic submittals of revisions provided directly to CSG. Turnaround times would vary based on the scope of the review but would typically be returned within one to two working days. 14 CSG PROPOSAL/QUALIFICATIONS TO CITY OF SOUTH SAN FRANCISCO MUNICIPAL ENGINEERING SERVICES FOR FY 19-20 AND 20-21 PUBLIC WORKS INSPECTION CSG inspectors are well -versed in all facets of field inspection including writing comprehensive reports, tracking extra work activities (especially force account), tracking quantities, scheduling, coordinating material testing, and enforcing compliance with project documents. Many of our inspectors also serve as assistant resident or office engineers and are familiar with reporting requirements and procedures as outlined in the construction manual and Local Assistance Procedure Manual. Those duties include issuing weekly statements of working days, drafting correspondence for the City project manager's review and signature, and tracking RFI, CCOs, compaction tests and submittal logs. CSG inspection staff are knowledgeable and trained in storm water compliance and include QSP certified professionals. CSG inspectors will keep one set of plans to red mark throughout the course of the project. They will work closely with the contractor to ensure the changes are accurately reflected in the redlined set. Upon completion of the project, the redlined set will be delivered to the designer for the final as -built plan issuance. While typically the responsibility of the resident engineer or assistant resident engineer, CSG inspectors can coordinate the submittals with all stakeholders including the City project manager, designer and other parties. It is imperative that submittals be handled and processed expeditiously so that the project is not delayed. All submittals will be logged in and tracked. Our inspectors will follow up on the processing of the submittals with the appropriate party with emails, phone calls, or office meetings if necessary. Many of our inspectors are able to review submittals such as asphalt concrete and concrete mix designs, aggregate base and sub -base material. CSG inspectors are well -versed in contract administration and project record filing. If requested, our experienced inspectors will prepare the final project report and expenditure report for federally or state funded projects. Safety is of the utmost importance on construction sites. Our inspectors are trained and familiar with the latest OSHA requirements. Safety is critical not only to the workers but also the traveling public, pedestrians and all personnel on the construction site. Our inspectors will attend the contractor's weekly safety meeting, document any safety related deficiencies in diaries, and demand immediate attention and correction by the contractor. Development Inspection CSG has provided field inspection of infrastructure work for developments throughout the Northern California including Burlingame Point for the City of Burlingame; Charring Cross in the City of Pacifica; and Gilead Life Sciences Campus in the City of Foster City. CSG only works on behalf of public agencies in overseeing development projects. We do not work directly for developers. We also understand the difference in managing and inspecting CIP vs. development projects. The following are critical roles and responsibilities associated with inspecting grading and infrastructure work on development projects: • The ability of inspectors to be available on short notice and resolve conflicts in an expeditious manner • Understanding the goals and objectives of developers vs. the governing agency and enforcing the standards and requirements of the agencies while coordinating with all stakeholders to keep projects moving • Understanding and enforcing all governing documents including development agreement, conditions of approval, and other pertinent agreements • Coordination with other governing entities such as water districts, PG&E, AT&T, and Comcast to ensure no conflicts with agencies' standards • Bringing any conflicts or necessary changes in the field to the attention of the project manager • Coordinating with geotechnical engineering on the observance and responsibility of grading operation 15 CSG PROPOSAL/QUALIFICATIONS TO CITY OF SOUTH SAN FRANCISCO MUNICIPAL ENGINEERING SERVICES FOR FY 19-20 AND 20-21 QUALITY ASSURANCE / QUALITY CONTROL (QA/QC) CSG's in-house QA / QC Implementation Plan utilizes a peer review process with multi-level internal project checking. As highlighted in the organizational chart for this contract, Mark Lander, PE and David Baumann, PI S will be dedicated to the QA / QC Implementation Plan and will be responsible for the followings: • Establishing guidelines & assigning accountable personnel and responsibilities for each task. • Assuring that all deliverables are reviewed, including products from subconsultants. • Monitoring the process to assure that the schedule and budget are followed. • Participating in the internal and external reviews. • Reviewing and signing off on deliverables before submittal to the clients. The Implementation Plan highlights that quality control is the responsibility of every team member of Z LEVEL ENGINEERS Y our staff at every level and a Pe`'«rnswc"`Per agency Standards arequirements at every milestone of the Z Z 0 project development a processes. All deliverables, H LEVLL PROJECT MANAGER + QA/QC STAFF Z includingtechnical W "t`°'dso1P6ne'�^° 2 - chece tdr c« e+>d•ncv u' i engineering reports, studies, W MNet CIIenY6 ot�je hwrs and design notes, maps, a u o drawings, engineering cost a estimates and specifications u Cr LEVEL QA/QC MANAGER �• Independent reN*ws are subject to a multi -tiered Q 3 Ensure C°mphance with QA procedure a approach for review to P�l ensure that all products are checked for accuracy, correctness, completeness and conformity with standards. Design Engineers are accountable for making sure that their engineering design works are in conformance with local agencies' design guidelines, standards and specifications as well as the generally accepted industry standard practices. Project Manager and QA / QC staff routinely perform their inter -discipline coordination and constructability reviews on all deliverables at draft and pre -final submittal stages in order to adhere to project's goals and agencies' expectations. The QA / QC Manager conducts periodic audits of the QA / QC process to ensure that all reviews are being properly conducted and documented by all team members. Deliverables will be reviewed for: • Compliance with approved formats, criteria, specifications, and professional standards of practice. • Adequacy, clarity, ease of interpretation • Consistency • Constructability • Compatibility of design discipline interfaces • Errors and discrepancies • Coordination with related designs and project elements • Integration of design disciplines • Incorporation of design changes • Conformance to required environmental mitigation and governmental regulations Review comments made by QA / QC staff will be noted on the deliverables being reviewed. All comments and the corresponding action items needed will be transcribed onto the comment forms. Design Engineers will document their responses on the comment forms. A log of all QA / QC measures taken during the course of the project, including any corrective actions taken, will be maintained by the Project Manager. 16 EXHIBIT B. COMPENSATION SCHEDULE Fee Schedule CSG PROPOSAUQUALIFICATIONS TO CITY OF SOUTH SAN FRANCISCO MUNICIPAL ENGINEERING SERVICES FOR FY 19-20 AND 20-21 CSG services are billed on a time -and -materials basis according to our Standard Rates, shown below. Professional Engineering Services Engineering Trainee 020 Hourly Rate $60 Administrative Assistant $80 Analyst $130 Engineering Designer/CASp Inspection & Consultation $140 Construction Inspector $145 Senior Analyst $155 Assistant Resident Engineer $170 Assistant Engineer $145 Associate Engineer $170 Senior Construction Inspector $155 Senior Engineer $200 Senior Land Surveyor $200 Resident Engineer $200 Structure Representative $200 Senior Structural Engineer $220 Senior Project Manager $220 Principal Engineer $230 Senior Principal Engineer $250 Two -Person Survey Crew $330 Sustainability Program Management Services Sustainability Program Analyst Hourly Rate $130 Sustainability Program Senior Analyst $155 Sustainability Program Manager $185 All hourly rates include overhead costs including, but not limited to, salaries, benefits, Workers Compensation Insurance, travel and office expenses. CSG will coordinate the pickup and return of plans to and from CSG offices. Overtime work will be billed at 1.5x the hourly rates indicated in the table above. On each anniversary of the contract start date, CSG will initiate a rate increase based on change in CPI -U for the applicable region. CSG will mail an invoice every month for services rendered during the previous month. 17 EXHIBIT C INSURANCE CERTIFICATES "'"'Y''"' CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHOWMD REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the PDiicy(Ies) must have ADDITIONAL INSURED prcvlaions or be sndoad. If SUBROGATION IS WANED, subject to the tams and conditions of the policy, certain policies may require an endorsement. A sfatemenI on this Certificate does not confer rights to the certificate holder in 1lou of such arldoraemelri s PROLxmeR - _ Arthur J. Gallagher & Co. NAAM PHOInsurance Brokers of CA, Inc. LIC #0726293 a.. E&4%53&8617 1255 Battery Street, Suite 450 Neu 415-536.8627 L� �,� -- San Francisco CA 94111 EVSWIED CSG Consultants, Inc. 550 PNgrim Drive Foster City, CA 94404 a. Redwood F ander. tr+surenea Co 11673 q- 71Lri _h American Insurance= Company d L27855 DI Travelers Prop" 5;�mgjy Co of America _. 25874 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 13Y THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, g�EX�CLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TRI TYPHOPaI&AiArLC6 ARM SMNI- IMPDLiCYNUMBIR LI61E C , X COi1IrERCIAL LIAl9MY Y Y CPO -7414724-00 MED OOCURRENCE i 1.000,000 ?!?12020 � 12/4/2020 Ci CLANS -MADE � OCCUR I Ei Ea oocereroe 115W.000 XP Anp one $5,000 i .... F 'PERSONAL& ADV ffaW $1,00DAW GENL AGGREGATE LIMrr APPLIES PL3fi Ipproved: oEIO;RAt. AGGREGATE $ 2,000,000 POLICY ❑ 4IR � LOC ' //�� PRODUCT$•COMPAPAGO 182,000.000 C 1 AUTOYDBarcLIASIJTY X 1 ANY AUTO bra® MSCH ALS ONLY AUTOS D AMM ONLY A EY Y IY 1 CPA.7(14*4-00 City Attorney 4/23/20 D X IR ORK" Lt B — . X IOCCUR '% Y ZUP,21P87S894MF aXCFSS Line —_-- CLAMAIADE DEOX . RETENTION n a WORKERSCOMPHNSAT10r1 Iv ! c9=038767- AND EMPLOYEW LIABLLiTY Y N ANWROPR1ET0rLPARrNER0(ECUnVE job OFF� BEEXCLLMEDa N N/Al 10Ya% dwarbe under NOUN! Is 212OM 12MQM $1,000,000 eODILY YSIURY (PN paeop I ; BODILY INJURY (Par add" $ — — -- i— No Oed $ 212=o ( 12!4MM EACH OCCUreiENCE � $ 6,000 OOD I AGGREGATE S 000,000 _ M is - 1214x1019 12W2020 X _ATUTE . _ _ No Dad EL EACN ACCIDENT I $1,000,000 _ EL DISEASE- EA EMPLOYEE $1,000,000 U60_ •�•-•K- 1..�w. Lion, a .evw.wu einnss Y PAAEP0008004 12/4/2019 ( 12N111D20 Eaxdt cin 000,000 Dedu le: I DESCRIPTION OPERATIONS/LOCA700/VEIICLES(AC011O+01,AddWmWRenr:bedredu1%wearyae@W10daeweepmIsrsgUkedl City of South San Francisco and Its officers, employees, agents, and volunteers are included as additional insureds on a Primary & Non -Contributory basis on Generei Liabiiity and Auto LlabtlKy policies and 30 Days Notice of Cancellation per attached. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Of South San Francisco AOCORDANCEWITHTHEPO ICY PROVISIONS. 400 Grand Avenue South San Francisco CA 94080 C 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered manta of ACORD �a eneralLiability Supplemental Coverage Endorsement ZURICH 0 U ICH0 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part The following changes apply to this Coverage Part. However, endorsements attached to this Coverage Part will supersede any provisions to the contrary in this General Liability Supplemental Coverage Endorsement. A. Broadened Named Insured I. The following is added to Section If —Who is An Insured: Any organization of yours, other than a partnership or joint venture, which is not shown in the Declarations, and over which you maintain an ownership interest of more than 50% of such organization as of the effective date of this Coverage Part, will qualify as a Named Insured. However, such organization will not qualify as a Named Insured under this provision if it: a. Is newly acquired or formed during the policy period; b. Is also an insured under another policy, other than a policy written to apply specifically in excess of this Coverage Part; or C. Would be an insured under another policy but for its termination or the exhaustion of its limits of insurance. Each such organization remains qualified as a Named Insured only while you maintain an ownership interest of more than 50% in the organization during the policy period. 2. The last paragraph of Section II —Who Is An Insured does not apply to this provision to the extent that such paragraph would conflict with this provision. B. Newly Acquired or Formed Organizations as Named insureds Paragraph 3. of Section II — Who IsAn Insured is replaced by the following: 3. Any organization you newly acquire or form during the policy period, other than a partnership or joint venture, and over which you maintain an ownership Interest of more than 50% of such organization, will qualify as a Named Insured if there is no other similar insurance available to that organization. However. a. Coverage under this provision is afforded only until the 180' day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. An additional premium will apply in accordance with our rules and rates in effect on the date you acquired or formed the organization. U -GL -1345-B CW (04/13) Page 1 of 12 Includescopyrighted metedalof Insurance Servicesofflce, Inc.,with itspennission. 2. The last paragraph of Section 111— Who Is An Insured does not apply to this provision to the extent that such Paragraph would conflict with this provision. C. Inured Status— Employees Paragraph 2.a.(1) of Section II— Who IsAn Insured is replaced by the following: 2. Each of the following is also an insured: a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for. (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or "Volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However. Paragraphs (1)(a) and (1)(d) do not apply to your "employees" or "volunteer workers", who are not employed by you or volunteering for you as health care professionals, for "bodily injury" arising out of "Good Samaritan Acts" while the "employee" or "volunteer worker" is performing duties related to the conduct of your business. "Good Samaritan Acts" mean any assistance of a medical nature rendered or provided in an emergency situation for which no remuneration is demanded or received. Paragraphs (1)(a), (b) and (c) do not apply to any "employee" designated as a supervisor or higher in rank, with respect to "bodily injury" to co -"employees". As used in this provision, "employees" designated as a supervisor or higher in rank means only "employees" who are authorized by you to exercise direct or indirect supervision or control over "employees" or "volunteer workers" and the manner in which work is performed. D. Additional Insureds —Lessees of Premises I. Section 11— Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) who leases or rents a part of the premises you own or manage who you are required to add as an additional insured on this policy under a written contract or written agreement, but only with respect to liability arising out of your ownership, maintenance or repair of that part of the premises which is not reserved for the exclusive use or occupancy of such person or organization or any other tenant or lessee. This provision does not apply after the person or organization ceases to lease or rent premises from you. However, the insurance afforded to such additional insured: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. 2. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section III—Limits Of Insurance: U -GL -1345-B CW (04/13) Page 2 of 12 Includescopyrighted material of Insurance Services Office, Inc., with its permission. The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement referenced in Subparagraph D.1. above (of this endorsement); or b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This Paragraph D. shall not increase the applicable Limits of insurance shown in the Declarations. E. Additional Insured—Vendors 1. The following change applies if this Coverage Part provides insurance to you for "bodily injury" and "property damage" included in the "products -completed operations hazard": Section II — Who IsAn Insured is amended to include as an additional insured any person or organization (referred to throughout this Paragraph E. as vendor) who you have agreed in a written contract or written agreement, prior to loss, to name as an additional insured, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business: However, the insurance afforded to such vendor: a. Only applies to the extent permitted bylaw; and b. Will not be broader than that which you are required by the written contractor written agreement to provide for such vendor. 2. With respect to the insurance afforded to these vendors, the following additional exclusions apply: a. The insurance afforded the vendor does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained in Subparagraphs (4) or (6); or (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. b. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. c. This insurance does not apply to any of "your products" for which coverage is excluded under this Coverage Part. U -GL -1345-B CW (04/13) Page 3 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 3. With respect to the insurance afforded to the vendor under this endorsement, the following is added to Section II —Limits Of Insurance: The most we will pay on behalf of the vendor is the amount of insurance: a. Required by the written contract or written agreement referenced in Subparagraph E.I. above (of this endorsement); or b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This Paragraph E. shall not increase the applicable Limits of Insurance shown in the Declarations. F. Additional Insured — Managers, Lessors or Governmental Entity 1. Section 11— Who Is An Insured is amended to include as an insured any person or organization who is a manager, lessor or governmental entity who you are required to add as an additional insured on this policy under a written contract, written agreement or permit, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: a. Your acts or omissions; or b. The acts or omission of those acting on your behalf, and resulting directly from: a. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit; b. Ownership, maintenance, occupancy or use of premises by you; or c. Maintenance, operation or use by you of equipment leased to you by such person or organization. However, the insurance afforded to such additional insured: a. Only applies to the extent permitted bylaw; and b. Will not be broader than that which you are required by the written contract orwritten agreement to provide for such additional insured. 2. This provision does not apply: a. Unless the written contract or written agreement has been executed, or the permit has been issued, prior to the "bodily injury", "property damage" or offense that caused "personal and advertising injury"; b. To any person or organization included as an insured under Paragraph 3. of Section II —Who Is An Insured; C. To any lessor of equipment if the "occurrence" or offense takes place after the equipment lease expires; d. To any: (1) Owners or other interests from whom land has been leased by you; or (2) Managers or lessors of premises, if: (a) The "occurrence" or offense takes place after the expiration of the lease or you cease to be a tenant in that premises; (b) The "bodily injury", "property damage" or "personal and advertising injury" arises out of the structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor; or (c) The premises are excluded under this Coverage Part. 3. With respect to the insurance afforded to the additional insureds under this endorsement the following is added to Section 111111— Limits Of Insurance: The most we will pay on behalf ofthe additional insured is the amount of insurance: a. Required by the written contract or written agreement referenced in Subparagraph F.I. above (of this endorsement); or U -GL -1345 -BCW (04/13) Includescopyrighted material of Insurance Services office, Inc., with itsperm ission. Page 4 of 12 b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This Paragraph F. shall not increase the applicable Limits of Insurance shown in the Declarations. G. Damage to Premises Rented or Occupied by You 1. The last paragraph under Paragraph 2. Exclusions of Section I — Coverage A — Bodily 1 n jury And P roperty Damage Liability is replaced by the foilowing: Exclusions c. through n. do not apply to damage by "specific perils" to premises while rented to you or temporarily occupied by you with permission of the owner. A separate Damage To Premises Rented To You Limit of Insurance applies to this coverage as described in Section III — Limits Of Insurance. 2. Paragraph 6. of Section III — Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage Afor damages because of "property damage" to anyone premises while rented to you, or in the case of damage by one or more "specific perils" to any one premises, while rented to you or temporarily occupied by you with permission of the owner. H. Broadened Contractual Liability The "insured contract" definition under the Definitions Section is replaced by the following: "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by "specific perils" to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; L That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury", "property damage", or "personal and advertising injury" arising out of the offenses of false arrest, detention or imprisonment, to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in Paragraph (1) above and supervisory, inspection, architectural or engineering activities. I. Definition — Specific Perils The following definition is added to the Definitions Section: "Specific perils" means: a. Fire; b. Lightning; c. Explosion; U -GL -134" CW (04113) Page 5 of 12 Includes copyrighted material of insurance Services Office, Inc., with itspennission. d. Windstorm or hail; e. Smoke; f. Aircraft or vehicles; g. Vandalism; h. Weight of snow, ice or sleet; L Leakage from fire extinguishing equipment, Including sprinklers; or j. Accidental discharge or leakage of water or steam from any part of a system or appliance containing water or steam. J. Limited Contractual Liability Coverage—PersonalandAdvertisingInjury 1. Exclusion e. of Section I —Coverage B— Personal And Advertising Injury Liability is replaced by the following: 2. Exclusions This insurance does not apply to: e. Contractual Liability "Personal and advertising injury" forwhich the insured has assumed liability in a contractor agreement. This exclusion does not apply to: (1) Liability for damages that the insured would have in the absence of the contractor agreement; or (2) Liability for "personal and advertising injury" if: (a) The "personal and advertising injury" arises out of the offenses of false arrest, detention or imprisonment; (b) The liability pertains to your business and is assumed in awritten contract or written agreement in which you assume the tort liability of another. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement; and (c) The "personal and advertising injury" occurs subsequent to the execution of the written contract or written agreement. Solely for purposes of liability so assumed in such written contract or written agreement, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an 1 ns ured are deemed to be damages because of "personal and advertising injury" described in Paragraph (a) above, provided: (1) Liability to such party for, orforthe cost of, that party's defense has also been assumed in the same written contract or written agreement; and (Iii) Such attorney fees and litigation expenses are for defense of that party against a cial or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. 2. Paragraph 2.d. of Section 1— Supplementary Payments— Coverages A and B is replaced by the following: d. The allegations in the "suit' and the information we know about the "occurrence" or offense are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; 3. The following is added to the paragraph directly following Paragraph 2.f. of Section 1 — Supplementary Payments— Coverages A and B: Notwithstanding the provisions of Paragraph 2.e.(2) of Section I — Coverage B — Personal And Advertising Injury Liability, such payments will not be deemed to be damages for "personal and advertising injury" and will not reduce the limits of insurance. K. Supplementary Payments The following changes apply to Supplementary Payments— Coverages A and B: Paragraphs 1.b. and 1.d. are replaced by the following: U -GL -134548 CW (04113) Includesco Page 6 of 12 pyrighted materialof Insurance Services Office, Inc., with itspermisson. b. Up to $2,500 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not hate to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. L. Broadened Property Damage 1. Property Damage to Contents of Premises Rented Short -Term The paragraph directly following Paragraph (6) in Exclusion j. of Section I —Coverage A —Bodily Injury And Property Damage Liability is replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to premises (other than damage by "specific perils"), including "property damage" to the contents of such premises, rented to you under a rental agreement for a period of 14 or fewer consecutive days. A separate Limit of Insurance applies to Damage to Premises Rented to You as described in Section III —Limits Of Insurance. 2. Elevator Property Damage a. The following is added to Exclusion J. of Section 1—Coverage A— Bodily Injury And Property Damage Liability: Paragraphs (3) and (4) of this exclusion do not apply to "property damage" arising out of the use of an elevator at premises you own, rent or occupy. b. The following is added to Section 111— Limits Of Insura nce: Subject to Paragraph 5. above, the most we will pay under Coverage A for damages because of "property damage" to property loaned to you or personal property in the care, custody or control of the insured arising out of the use of an elevator at premises you own, rent or occupy is $25,000 per "occurrence". 3. Property Damage to Borrowed Equipment a. The following is added to Exclusion j. of Section I —Coverage A—Bodily Injury And Property Damage Liability: Paragraph (4) of this exclusion does not apply to "property damage" to equipment you borrow from others at a jobsite. b. The following is added to Section III — Limits Of Insurance: Subject to Paragraph 5. above, the most we will pay under Coverage A for damages because of "property damage" to equipment you borrow from others is $25,000 per "occurrence". M. Expected or Intended Injury or Damage Exclusion a. of Section I —Coverage A —Bodily Injury And Property Damage Liability is replaced by the following: a. Expected Or Intended Injury Or Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. N. Definitions— Bodily Injury The "bodily injury" definition under the Definitions Section is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death sustained by that person which results from that bodily injury, sickness or disease. O. Insured Status —Amateur Athletic Participants Section II —Who IsAn Insured is amended to include as an insured any person you sponsor while participating in amateur athletic activities. However, no such person is an insured for: a. "Bodily injury" to: (1) Your "employee", "volunteerworker" or any person you sponsor while participating in such amateur athletic activities; or U -GL -1345-B CW (04/13) Page 7 of 12 Includes copyrighted material of Insurance ServicesOfrrce, Inc., with its permission. (2) You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company) while participating in such amateur athletic activities; or b. "Property damage" to property owned by, occupied or used by, rented to, in the cane, custody or control of, or over which the physical control is being exercised for any purpose by: (1) Your "employee", "volunteer worker" or any person you sponsor, or (2) You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). P. Non -Owned Aircraft, Auto and Watercraft Exclusion g. of Section I —Coverage A— Bodily Injury And Property Damage Liability is replaced by the following: g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to cant' persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) An aircraft that is hired or chartered by you or loaned to you, with a paid and licensed crew, and is not owned in whole or in part by an insured; or (6) "Bodily injury" or "property damage" arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibi lity law or other motor vehicle insurance law where it is licensed or principally garaged; or (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment". Q. Definitions— Leased Worker, Temporary Worker and Labor Leasing Firm I. The "leased worker" and "temporary worker" definitions under the Definitions Section are replaced by the following: "Leased worker" means a person leased to you by a "labor leasing firm" under a written agreement between you and the "labor leasing firm", to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". "Temporary worker" means a person who is fumished to you to support or supplement your work force during Is absences, temporary skill shortages, uptums or downtums in business or to meet seasonal or s hort- term workload conditions. "Temporary worker" does not include a "leased worker". 2. The following definition is added to the Definitions Section: "Labor leasing firm" means any person or organization who hires out workers to others, including any - a. Employment agency, contractor or services; b. Professional employer organization: or U -GL -1345-B CW (04/13) Page S of 12 Includescopyrighted materialof Insurance ServicesOffice, Inc.,with itspennission. c. Temporary help service. R. Definition —Mobile Equipment Paragraph f. of the "mobile equipment" definition under the Definitions Section is replaced by the following: f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment, exceeding a combined gross vehicle weight of 1000 pounds, are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. S. Definitions—Your Product and Your Work The "your product" and "your work" definitions under the Definitions Section are replaced by the following: "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at anytime with respect to the fitness, quality, durability, performance, use, handling, maintenance, operation or safety of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. "Yourwork": a. Means: (1) Work, services or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work, services or operations. b. Includes: (1) Warranties or representations made at anytime with respect to the fitness, quality, durability, performance, use, handling, maintenance, operation or safety of "your work"; and (2) The providing of or failure to provide warnings or instructions. T. Priority Condition The following paragraph is added to Section III — Limits Of Insurance: U -GL -1345-8 CW (04/13) Page 9 of 12 Includescopydghted material of Insurance SenricesOffice, Inc.,with itspennisson. In the event a claim is made or "suit" is brought against more than one insured seeking damages because of "bodiy injury" or "property damage" caused by the same "occurrence" or "personal and advertising injury" caused by the same offense, we will apply the Limits of Insurance in the following order: (a) You; (b) Your "executive officers", partners, directors, stockholders, members, managers (if you are a limited liability company) or "employees"; and (c) Any other insured in any order that we choose. U. Duties In the Event of Occurrence, Offense, Claim or Suit Condition The following paragraphs are added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV —Commercial General Liability Conditions: Notice of an "occurrence" or of an offense which may result in a claim under this insurance or notice of a claim or suit shall be given to us as soon as practicable after knowledge of the "occurrence", offense, claim or "suit" has been reported to any insured listed under Paragraph 1. of Section II — Who Is An Insured or an "employee" authorized by you to give or receive such notice. Knowledge by other "employees" of an "occurrence", offense, claim or "suit" does not imply that you also have such knowledge. In the event that an insured reports an "occurrence" to the workers compensation carrier of the Named Ins ured and this "occurrence" later develops into a General Liability claim, covered by this Coverage Part, the insured's failure to report such "occurrence" to us at the time of the "occurrence" shall not be deemed to be a violation of this Condition. You must, however, give us notice as soon as practicable after being made aware that the particular claim is a General Liability rather than a Workers Compensation claim. V. Other Insurance Condition Paragraphs 4.a. and 4.b.(1) of the Other Insurance Condition of Section IV — Commercial General Liability Conditions are replaced by the following: 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that otherinsurance by the method described in Paragraph c. below. However, this insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. Other insurance includes any type of self insurance or other mechanism by which an insured arranges for funding of its legal liabilities. b. Excess Insurance (1) This insurance is excess over. (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) ' That is property insurance, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii) That is property insurance purchased by you (including any deductible or self insurance portion thereof) to cover premises rented to you or temporarily occupied by you with permission of the owner; (iii) That is insurance purchased by you (including any deductible or self insurance portion thereof) to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner, U -GL -1345-B CW (04113) Page 10 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permissi on. (iv) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability; or (v) That is property insurance (including any deductible or self insurance portionthereof) purchased by you to cover damage to: Equipment you borrow from others; or Property loaned to you or personal property in the care, custody or control of the insured arising out of the use of an elevator at premises you own, rent or occupy. (b) Any other primary insurance (including any deductible or self insurance portion thereof) available to the insured covering liability for damages arising out of the premises, operations, products, work or services for which the Insured has been granted additional insured status either by policy provision or attachment of any endorsement. Other primary insurance includes any type of self insurance or other mechanism by which an insured arranges forfunding of its legal liabilities. (c) Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. W. Unintentional Failure to Disclose All Hazards Paragraph 6. Representations of Section IV — Commercial General Liability Conditions is replaced by the following: 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. Coverage will continue to apply if you unintentionally: a. Fail to disclose all hazards existing at the inception of this policy; or b. Make an error, omission or improper description of premises or other statement of information stated inthis policy. You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to inception of this Coverage Part. X. Waiver of Right of Subrogation Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Commercial General Liability Conditions is replaced by the following: 8. Transfer Of Rights Of Re cove ry Against Others To Us a. If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. b. If the insured waives its right to recover payments for injury or damage from another person or organization in a written contract executed prior to a loss, we waive any right of recovery we may have against such person or organization because of any payment we have made under this Coverage Part. The written contract will be considered executed when the insured's performance begins, or when it is signed, whichever happens first. This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. U -GL -1345-B CW (04/13) Page 11 of 12 Includes copyrighted materialof Insurance ServicesOffice, Inc., with itspermission. Liberalization Condition The following condition is added to Section IV—Commercial General Liability Conditions: Liberalization Clause If we revise this Coverage Part to broaden coverage without an additional premium charge, your policy will automatically provide the additional coverage as of the day the revision is effective in the state shown in the mailing address of your policy. All otherterms and conditions of this policy remain unchanged. U -GL -1345-B CW (04/13) Page 12 of 12 Includescopyrighted materialof Insurance Services Office, Inc.,with itspennission. Coverage Extension Endorsement Policy No. Eff. Date of P.I. Exp. Date of P.I. CPO 7414724-00 02/02/2020 12!04/2620 0 ZURICH Eff. Date of End. I Producer No. I AWL Prem I Return Prem. 09109000 INCL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Business Auto Coverage Form Motor Carrier Coverage Form A. Amended Who Is An Insured 1. The following is added to the Who Is An Insured Provision in Section II — Covered Autos Liability Coverage: The following are also "insureds": a. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow for acts performed within the scope of employment by you. Any "employee" of yours is also an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your business. b. Anyone volunteering services to you is an "insured" while using a covered "auto" you don't own, hire or borrow to transport your clients or other persons in activities necessary to your business. c. Anyone else who furnishes an "auto" referenced in Paragraphs A.1.a. and A.1.b. in this endorsement. d. Where and to the extent permitted by law, any person(s) or organization(s) where required by written contract or written agreement with you executed prior to any "accident", including those person(s) or organization(s) directing your work pursuant to such written contract or written agreement with you, provided the "accident" arises out of operations governed by such contract or agreement and only up to the limits required in the written contract or written agreement, or the Limits of Insurance shown in the Declarations, whichever is less. 2. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance — Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form: Coverage for any person(s) or organization(s), where required by written contract or written agreement with you executed prior to any "accident", will apply on a primary and non-contributory basis and any insurance maintained by the additional "insured" will apply on an excess basis. However, in no event will this coverage extend beyond the terms and conditions of the Coverage Form. B. Amendment — Supplementary Payments Paragraphs a.(2) and a.(4) of the Coverage Extensions Provision in Section II — Covered Autos Liability Coverage are replaced by the following: (2) Up to $5,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. U -CA -424-F CW (04-14) Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. C. Fellow Employee Coverage The Fellow Employee Exclusion contained in Section II — Covered Autos Liability Coverage does not apply. D. Driver Safety Program Liability and Physical Damage Coverage 1. The following is added to the Racing Exclusion in Section If — Covered Autos Liability Coverage: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. 2. The following is added to Paragraph 2. in the Exclusions of Section If — Physical Damage Coverage of the Business Auto Coverage Form and Paragraph 2.b. in the Exclusions of Section Ill —Physical Damage Coverage of the Motor Carrier Coverage Form: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. E. Lease or Loan Gap Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Lease Or Loan Gap Coverage In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the lease or loan for a covered "auto", less: a. Any amount paid under the Physical Damage Coverage Section of the Coverage Form; and b. Any: (1) Overdue lease or loan payments at the time of the 'loss"; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Security deposits not returned by the lessor; (4) Costs for extended warranties, credit life insurance, health, accident or disability insurance purchased with the loan or lease; and (5) Carry-over balances from previous leases or loans. F. Towing and Labor Paragraph A.2. of the Physical Damage Coverage Section is replaced by the following: We will pay up to $75 for towing and labor costs incurred each time a covered "auto" of the private passenger type is disabled. However, the labor must be performed at the place of disablement. G. Extended Glass Coverage The following is added to Paragraph A.3.a. of the Physical Damage Coverage Section: If glass must be replaced, the deductible shown in the Declarations will apply. However, if glass can be repaired and is actually repaired rather than replaced, the deductible will be waived. You have the option of having the glass repaired rather than replaced. H. Hired Auto Physical Damage — Increased Loss of Use Expenses The Coverage Extension for Loss Of Use Expenses in the Physical Damage Coverage Section is replaced by the following: Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or written rental agreement. We will pay for loss of use expenses if caused by: U-CA424-F CW (04-14) Includes copyrighted material of Insurance Services office, Inc., with its permission. Page 2 of 6 (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes Of Loss only if the Declarations indicate that Specified Causes Of Loss Coverage is provides for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of $3000. I. Personal Effects Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Personal Effects Coverage a. We will pay up to $750 for "loss" to personal effects which are: (1) Personal property owned by an "insured"; and (2) In or on a covered "auto". b. Subject to Paragraph a. above, the amount to be paid for "loss" to personal effects will be based on the lesser of: (1) The reasonable cost to replace; or (2) The actual cash value. c. The coverage provided in Paragraphs a. and b. above, only applies in the event of a total theft of a covered "auto". No deductible applies to this coverage. However, we will not pay for "loss" to personal effects of any of the following: (1) Accounts, bills, currency, deeds, evidence of debt, money, notes, securities, or commercial paper or other documents of value. (2) Bullion, gold, silver, platinum, or other precious alloys or metals; furs or fur garments; jewelry, watches, precious or semi-precious stones. (3) Paintings, statuary and other works of art. (4) Contraband or property in the course of illegal transportation or trade. (5) Tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. Any coverage provided by this Provision is excess over any other insurance coverage available for the same 'loss". J. Tapes, Records and Discs Coverage 1. The Exclusion in Paragraph 113.4.a. of Section III — Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph 13.2.c. of Section IV — Physical Damage Coverage in the Motor Carrier Coverage Form does not apply. 2. The following is added to Paragraph 1.a. Comprehensive Coverage under the Coverage Provision of the Physical Damage Coverage Section: We will pay for 'loss" to tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. We will pay only if the tapes, records, discs or other similar audio, visual or data electronic devices: (a) Are the property of an "insured"; and (b) Are in a covered "auto" at the time of 'loss". The most we will pay for such 'loss" to tapes, records, discs or other similar devices is $500. The Physical Damage Coverage Deductible Provision does not apply to such "loss". U -CA -424-F CW (04-14) Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. K. Airbag Coverage The Exclusion in Paragraph 13.3.a, of Section III — Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph BA.a. of Section IV — Physical Damage Coverage In the Motor Carrier Coverage Form does not apply to the accidental discharge of an airbag. L. Two or More Deductibles The following is added to the Deductible Provision of the Physical Damage Coverage Section: If an accident is covered both by this policy or Coverage Form and by another policy or Coverage Form issued to you by us, the following applies for each covered "auto" on a per vehicle basis: 1. If the deductible on this policy or Coverage Form is the smaller (or smallest) deductible, it will be waived; or 2. If the deductible on this policy or Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. M. Physical Damage — Comprehensive Coverage — Deductible The following is added to the Deductible Provision of the Physical Damage Coverage Section: Regardless of the number of covered "autos" damaged or stolen, the maximum deductible that will be applied to Comprehensive Coverage for all "loss" from any one cause is $5,000 or the deductible shown in the Declarations, whichever is greater. N. Temporary Substitute Autos — Physical Damage 1. The following Is added to Section I — Covered Autos: Temporary Substitute Autos — Physical Damage If Physical Damage Coverage is provided by this Coverage Form on your owned covered "autos", the following types of vehicles are also covered "autos" for Physical Damage Coverage: Any "auto" you do not own when used with the permission of its owner as a temporary substitute for a covered auto you do own but is out of service because of its: 1. Breakdown; 2. Repair; 3. Servicing; 4. "Loss"; or 5. Destruction. 2. The following is added to the Paragraph A. Coverage Provision of the Physical Damage Coverage Section: Temporary Substitute Autos — Physical Damage We will pay the owner for "loss" to the temporary substitute "auto" unless the "loss" results from fraudulent acts or omissions on your part. If we make any payment to the owner, we will obtain the owner's rights against any other party. The deductible for the temporary substitute "auto" will be the same as the deductible for the covered "auto" it replaces. O. Amended Duties In The Event Of Accident, Claim, Suit Or Loss Paragraph a. of the Duties In The Event Of Accident, Claim, Suit Or Loss Condition is replaced by the following: a. In the event of "accident", claim, "suit" or "loss", you must give us or our authorized representative prompt notice of the "accident", claim, "suit" or "loss". However, these duties only apply when the "accident", claim, "suit" or "loss" is known to you (if you are an individual), a partner (if you are a partnership), a member (if you are a limited liability company) or an executive officer or insurance manager (if you are a corporation). The failure of any U-CA424-F CW (04-14) Page 4 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. agent, servant or employee of the "insured" to notify us of any "accident", claim, "suit" or "loss" shall not invalidate the insurance afforded by this policy. Include, as soon as practicable: (1) How, when and where the "accident" or "loss" occurred and if a claim is made or "suit" is brought, written notice of the claim or "suit" including, but not limited to, the date and details of such claim or "suit"; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. If you report an "accident", claim, "suit" or "loss" to another insurer when you should have reported to us, your failure to report to us will not be seen as a violation of these amended duties provided you give us notice as soon as practicable after the fact of the delay becomes known to you. P. Waiver of Transfer Of Rights Of Recovery Against Others To Us The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: This Condition does not apply to the extent required of you by a written contract, executed prior to any "accident" or "loss", , provided that the accident or loss arises out of operations contemplated by such contract. This waiver only applies to the person or organization designated in the contract. Q. Employee Hired Autos — Physical Damage Paragraph b. of the Other Insurance Condition in the Business Auto Coverage Form and Paragraph f. of the Other Insurance — Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form are replaced by the following: For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented under a written contract or written agreement entered into by an "employee" or elected or appointed official with your permission while being operated within the course and scope of that "employee's" employment by you or that elected or appointed official's duties as respect their obligations to you. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". R. Unintentional Failure to Disclose Hazards The following is added to the Concealment, Misrepresentation Or Fraud Condition: However, we will not deny coverage under this Coverage Form if you unintentionally: (1) Fail to disclose any hazards existing at the inception date of this Coverage Form; or (2) Make an error, omission, improper description of "autos" or other misstatement of information. You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to the acceptance of this policy. S. Hired Auto — World Wide Coverage Paragraph 7a.(5) of the Policy Period, Coverage Territory Condition is replaced by the following: (5) Anywhere in the world if a covered "auto" is leased, hired, rented or borrowed for a period of 60 days or less, T. Bodily Injury Redefined The definition of "bodily injury" in the Definitions Section is replaced by the following: "Bodily injury" means bodily injury, sickness or disease, sustained by a person including death or mental anguish, resulfing from any of these at any time. Mental anguish means any type of mental or emotional illness or disease. U -CA -424-F CW (04-14) Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. U. Expected Or Intended Injury The Expected Or Intended Injury Exclusion in Paragraph B. Exclusions under Section II — Covered Auto Liability Coverage is replaced by the following: Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the "insured". This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. V. Physical Damage — Additional Temporary Transportation Expense Coverage Paragraph A.4.a. of Section III — Physical Damage Coverage is replaced by the following: 4. Coverage Extensions a. Transportation Expenses We will pay up to $50 per day to a maximum of $1,000 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you cant' either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". W. Replacement of a Private Passenger Auto with a Hybrid or Alternative Fuel Source Auto The following is added to Paragraph A. Coverage of the Physical Damage Coverage Section: In the event of a total "loss" to a covered "auto" of the private passenger type that is replaced with a hybrid "auto" or "auto" powered by an alternative fuel source of the private passenger type, we will pay an additional 10% of the cost of the replacement "auto", excluding tax, title, license, other fees and any aftermarket vehicle upgrades, up to a maximum of $2500. The covered "auto" must be replaced by a hybrid "auto" or an "auto" powered by an alternative fuel source within 60 calendar days of the payment of the "loss" and evidenced by a bill of sale or new vehicle lease agreement. To qualify as a hybrid "auto", the "auto" must be powered by a conventional gasoline engine and another source of propulsion power. The other source of propulsion power must be electric, hydrogen, propane, solar or natural gas, either compressed or liquefied. To qualify as an "auto" powered by an alternative fuel source, the "auto" must be powered by a source of propulsion power other than a conventional gasoline engine. An "auto" solely propelled by biofuel, gasoline or diesel fuel or any blend thereof is not an "auto" powered by an alternative fuel source. X. Return of Stolen Automobile The following is added to the Coverage Extension Provision of the Physical Damage Coverage Section: If a covered "auto" is stolen and recovered, we will pay the cost of transport to return the "auto" to you. We will pay -only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. All other terms, conditions, provisions and exclusions of this policy remain the same. U -CA -424-F CW (04-14) Page 6 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 0410B (Ed. 9-14) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT. CALIFORNIA BLANKET BASIS We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be 2% of the total manual premium otherwise due on such remuneration. The minimum premium for this endorsement is $350. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE BLANKET WAIVER Person/Organization Blanket Waiver— Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Job Description Waiver Premium All CA Operations 3196.00 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement Is Issued subsequent to preparation of the policy.) Endorsement Effective 12/04/2019 Policy No. CSWC036787 Endorsement No. Insured CSG Consultants, Inc. Premium $ Insurance Company Redwood Fire And Casualty Insurance WC 99 04 10B (Ed. 9-14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION — CERTIFICATE HOLDERS (SPECIFIED DAYS) The person(s) or organization(s) listed or described in the Schedule below have requested that they receive written notice of cancellation when this policy is cancelled by us. We will mail or deliver to the Person(s) or Organization(s) listed or described in the Schedule a +copy of the written notice of cancellation that we sent to you. if possible, such copies of the notice will be mailed at least 30 days, except for cancellation for non-payment of premium which will be mailed 10 days, prior to the effective date of the cancellation, to the address or addresses of certificate holders as provided by your broker or agent. Schedule Person(s) or Organization(s) including mailing address: All certificate holders where written notice of the cancellation of this policy is required by written contract, permit or agreement with the Named Insured and whose names and addresses will be provided by the broker or agent listed in the declarations Page of this policy for the purposes of complying with such request. This notification of cancellation of the policy is intended as a courtesy only. Our failure to provide such notification to the person(s) or organization(s) shown in the Schedule will not extend any policy cancellation date nor impact or negate any cancellation of the policy. This endorsement does not entitle the person(s) or organization(s) listed or described in the Schedule above to any benefit, rights or protection under this policy. Any provision of this endorsement that is in conflict with a statute or rule is hereby amended to conform to that statute or rule. Ail other terms and conditions of this policy remain unchanged. Endorsement Number: 7 Policy Number: PAAEP0008804 Named Insured: CSG Consultants, Inc. This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: December 4, 2019 00 ML0087 00 11 10 Page 1 of 1 EXHIBIT B.1 UPDATED COMPENSATION SCHEDULE Exhibit B.1 2021-22 Engineering Division HourlyRates GSSNTS G CSG services are billed on a time -and -materials basis according to our Standard Rates, shown below. Professional Engineering Services Engineering Trainee 2021-22 Hourly Rate $60 Administrative Assistant $80 Analyst $135 Engineering Designer/CASp Inspection & Consultation $145 Construction Inspector $145 Senior Analyst $160 Assistant Resident Engineer $175 Assistant Engineer $150 Associate Engineer $175 Senior Construction Inspector $165 Senior Engineer $205 Senior Land Surveyor $205 Resident Engineer $210 Structure Representative $210 Senior Structural Engineer $225 Senior Project Manager $225 Principal Engineer $240 Senior Principal Engineer $260 Two -Person Survey Crew ProgramSustainability Sustainability Program Analyst $340 $135 Sustainability Program Senior Analyst $160 Sustainability Program Manager $190 All hourly rates include overhead costs including, but not limited to, salaries, benefits, Workers Compensation Insurance, travel and office expenses. CSG will coordinate the pickup and return of plans to and from CSG offices. Overtime work will be billed at 1.5x the hourly rates indicated in the table above. On each anniversary of the contract start date, CSG will initiate a rate increase based on change in CPI-LIfor the applicable region. CSG will mail/email an invoice every month for services rendered during the previous month.