Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
A5701 - DOKKEN ENGINEERING SPC LOW WATER CROSSING BRIDGE REPL AT ARENAS CP 06-18
CITY OF PALM SPRINGS CONTRACT SERVICES AGREEMENT SOUTH PALM CANYON DRIVE LOW WATER CROSSING BRIDGE REPLACEMENT AT ARENAS CANYON SOUTH City Project 06-18 Federal Project BR-NBIL (502) THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered into this �day of & , 2008, by and between the CITY OF PALM SPRINGS, a California charter oty, (herein "City") and Dokken Engineering, (herein "Contractor"). The term Contractor includes professionals performing in a consulting capacity. The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 12 Contractor's Proposal- The Scope of Service shall include the Contractor's proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses Permits Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. Page 1 of 12 1.5 Familiarity with Work. By executing this Contract, Contractor warrants that Contractor (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed and (c) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has, or will, investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or $25,000; whichever is less, or in the time to perform of up to one hundred eighty (180) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions in Exhibit "B" shall govern. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the Page 2 of 12 maximum contract amount of Six Hundred Eighty-One Thousand Five Hundred Fifty-Four Dollars ($681,554.00) (herein "Contract Sum"), except as provided in Section 1.8. The method of compensation may include (i) a lump sum payment upon completion, (ii) payment in accordance with the percentage of completion of the services, (iii) payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the Contract Sum or (iv) such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense approved by the Contract Officer in advance, and no other expenses and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates, that Contractor shall not be entitled to additional compensation therefore, and the provisions of Section 1.8 shall not be applicable for such services. 2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no later than the first (151) working day of such month, Contractor shall submit to the City in the form approved by the City's Director or Finance, an invoice for services rendered prior to the date of the invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D", if any, and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to Page 3 of 12 recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this Agreement, this Agreement shall continue in full force and effect until completion of the services as provided in the Schedule of Performance (Exhibit"D"). 4.0 COORDINATION OF WORK 4.1 Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Matt Salveson It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. The City's policy is to encourage the awarding of subcontracts to persons or entities with offices located within the jurisdictional boundaries of the City of Palm Springs and, if none are available, to persons or entities with offices located in the Coachella Valley ("Local Page 4 of 12 Subcontractors"). Contractor hereby agrees to use good faith efforts to award subcontracts to Local Subcontractors, if Local Subcontractors are qualified to perform the work required. In requesting for the City to consent to a subcontract with a person or entity that is not a Local Subcontractor, the Contractor shall submit evidence to the City that such good faith efforts have been made or that no Local Subcontractors are qualified to perform the work. Said good faith efforts may be evidenced by placing advertisements inviting proposals or by sending requests for proposals to selected Local Subcontractors. The City may consider Contractor's efforts in determining whether it will consent to a particular subcontractor. Contractor shall keep evidence of such good faith efforts and copies of all contracts and subcontracts hereunder for the period specified in Section 6.2. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein_ City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. 5.0 INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance- (a) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least $1,000,000 bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. The Commercial General Liability Policy shall name the City of Palm Springs as additional insured in accordance with standard ISO additional insured endorsement form CG2010(1185) or equivalent language- (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in an amount which fully complies with the statutory requirements of the State of California and which includes $1,000,000 employer's liability- (c) Business Automobile Insurance. A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of $1,000,000 bodily and property damage. Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Additional Insurance. Additional limits and coverages, which may include professional liability insurance, will be specified in Exhibit "B". Page 5 of 12 All of the above policies of insurance shall be primary insurance and issued by companies whose rating satisfies the requirements in Section 5.4 of this agreement. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents, and their respective insurers. In the event any of said policies of insurance are canceled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, endorsements or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance, endorsements, or binders are approved by the City. The contractor agrees that the provisions of this Section 5.1 shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or person for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of this Agreement the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same polices of insurance that the Contractor is required to maintain pursuant to this Section. 5.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them, and each of them, harmless from any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees are made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its Page 6 of 12 officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. 5.3 Performance Bond. Concurrently with execution of this Agreement, Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement, in the form provided by the City, which secures the faithful performance of this Agreement, unless such requirement is waived by the Contract Officer. The bond shall contain the original, notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement. 5.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "B++, Class VIII" or better in the most recent edition of Bests Key Rating Guide or in the Federal Register, unless such requirements are waived by the City Manager or designee of the City Manager due to unique circumstances. In the event the City Manager determines that the work or services to be performed under this Agreement create an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the City Manager or designee; provided that the Contractor shall have the right to appeal a determination of increased coverage by the City Manager to the City Council of City within ten (10) days of receipt of notice from the City Manager. 6.0 REPORTS AND RECORDS 6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, If Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. 62 Records. Contractor shall keep, and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. Page 7 of 12 6.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor for all damages resulting therefrom. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. 6.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 7.0 ENFORCEMENT OF AGREEMENT 7.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county. Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 72 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party, in writing, of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the Contractor's right to terminate this Agreement without cause pursuant to Section 7.8. 7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor's acts or omissions in performing or failing to perform Contractor's obligation under this Agreement. In the event that any claim is Page 8 of 12 made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. No delay or omission in the exercise of any right or remedy by a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 7.7 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of Zero Dollars ($0,00) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit "D"). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. 7.8 Termination Prior to Expiration Of Term. This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Agreement at any time, with or without cause, upon sixty (60) days written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt or any notice of termination, Contractor shall immediately cease all services hereunder except as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or as may be approved by the Contract Page 9 of 12 Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.10 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-Iiabilitv_of City Officers and ,Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. Page 10 of 12 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263. In the case of the Contractor, it should be addressed to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Integration: Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 9.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. (SIGNATURES ON FOLLOWING PAGE) Page 11 of 12 IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above CITY OF PALM SPRINGS, ATTEST a charter city By . ct���� By. Ci Clerk City Mana PRROU D TO FORM: Sy. //(/ / APPROVED BY CITY COUNCIL eiity Attorney 1\b oS �0 CONTRACTOR: Qokken Engineering` ` Check one: Individual _Partnership �GorporatloE41 BY -� tt -- fay_ �- Slgna lure (n anzed)Name: Fl/ ��� I �/� Name Title:� Title (This Agreement must be signed in the above space by This Agreement must be signed in the above space by one of the following Chairman of the Board, President or one of the following Secretary Chief Financial Officer or any vice President) any Assistant Treasurer) State of C l.i �iu� State nf..R.I if D n I County of 5511cy-o akJrAb County of se�fCreif mAs On g Jix_L.Q n 1 , 3uc:�� a, -1 LA before me h T before me '"sy�r' T personally appeared 1 ,rl!a-}�I� persunally appeared who proved Io me on the hasis of sallsfaclory ev!Clenoe to be who proved to rrie on the basis sat`ctV Isfaclory evidence to be the porson(s) whose name(s) is/arc subscribed to the within the pemon(s) whose names) is(are subscribed to the within instrument and acknowledged to me that helshclthoy executed instrument and acknowledged to me that he/shellhey executed the same in his/her/their aulhorized capacity(les) and that by the same in hislherllhen auncri7ed capacty(jas) and that by hlsAier/heir signalures(s) on the instrument tiro person(s) or hislherltlloir s'igr We5i9) on the instrument the persion(s), or tiro entity upon behalf of which the person(s) acted, executed the entity upon behalf of which the porson(s) acted executed the instrument the Instrument I certify under PENAI,TY OF PERJURY under the laws of the I certify under FFNALTY OF PERJURY under the laws of the Slate of California That the foregoing ad 9(a e of Calfornia that the foregoing paragraph is true and correct cola sct WITNESS my hand and official weal WITNESS my hand ai olficial seal /i!I /I Notary Signatur f.�� i r XL Notary Signature` Notary Seal Notary Seal BRITTANY THORNTON 6RITTANY THORNTON Commission * 1757482 r Commission # 17e7482 -a Notary Public -California = -a' Notary Public-California • Sacramento County # - Sacramento County MyCarml.BlpiX*DecM2011 MyCartrn.Bl�Nes0ec25,2011 Page 12 of 12 '"";"': .� _. ..� { �- �.�iii�i.ry.. f��n.�ti. - Aid i i�: n4��-�� ., i. � � � � � , _.� Y1X:I4'... - �� ... 4f uiJvy'iI .�'�'._ u � ±I r'�u��.ynMn�. _ �,� ..5,. _n%� .I'� nl_Q.�. .,.... .,.,., ,•C.d6:•a.'_" alq:c'.ry;ua::,�L•7 "°'.a.:ii. _, �.. ....�.-.� _ - . .. N-^�-ren,,�..,- . .r x*}+'^:•�^r •=�;?"Vr^,rngda v'r �^ �"n']:-i4$.•.=5.�.�:1':,�� .._... � . EXHIBIT "A" SCOPE OF SERVICES GENERAL SCOPE — The intent of this contract is to provide the City with environmental and engineering design services to accomplish the construction of a new 4-lane bridge structure to replace an existing at-grade low water crossing of South Palm Canyon Drive at the Arenas Canyon South drainage channel (near the Bogert Trail intersection), including off-site drainage improvements and corresponding roadway improvements. The Scope of Services as detailed herein shall provide the City with complete environmental services necessary to obtain requisite legal approvals to proceed with engineering plans, specifications and estimates (PS&E) with which to facilitate future construction of the desired improvements. PHASE 1 ENVIRONMENTAL DOCUMENTS AND TECHNICAL STUDIES TASK 1.0 PROJECT MANAGEMENT — The Contractor shall coordinate and attend meetings with the City's Project Manager and other required representatives from affected agencies at least once per month, or as deemed necessary by the City's Project Manager. No maximum number of meetings shall be identified, as the duration of the project cannot be guaranteed. The Contractor's Project Manager(s) and/or sub-contractors shall attend as appropriate. The Contractor shall prepare minutes for each meeting and distribute them to the City's Project Manager and other attendees at each succeeding meeting. The Contractor shall perform all project management coordination necessary to maintain the Project Schedule, which shall include, but not be limited to the following: • Budgeting — The Contractor shall prepare budgets for each task and milestone for the project; budgets shall be monitored by the Contractor, and shall be used as a basis for cost monitoring and control. • Cost Accounting — The Contractor shall prepare monthly reports of expenditures for the project by task and milestone. Expenditure reports will serve as the basis for the Contractor's monthly invoices. Scheduling — The Contractor shall prepare a detailed project schedule within one month after receiving a Notice to Proceed from the City. The schedule shall indicate all tasks, milestones and project activities, deliverables, and shall reflect necessary review time by affected agencies. The Contractor shall adjust the project schedule as necessary during the term of this contract, and provide updated schedules at each monthly progress meeting. Task 1.1 Project Meetings —The Contractor shall provide the following coordination related to project meetings during the term of this contract: • PDT Meeting — The Contractor shall organize and develop a Project Development Team (PDT). Members of the PDT shall include Contractor and subcontractors as required, City, Caltrans, and any other agency representatives, as necessary. • Kick-Off Meeting — The Contractor shall schedule and conduct a kick-off meeting within two weeks of Notice to Proceed (NTP). Contractor shall contact all members of the PDT to Exhibit"A" Page 1 of 20 EXHIBIT "A" SCOPE OF SERVICES coordinate the scheduled meeting date. A meeting notice, an agenda and meeting minutes shall be prepared for the kick-off meeting. • Monthly PDT Meetings — The Contractor shall coordinate and attend PDT meetings with the City, Caltrans, and other representatives from resource agencies as necessary. Meeting minutes shall be prepared by the Contractor for each meeting and distributed to the City's Project Manager and attendees at each meeting. An Action Item List and a Deliverables Status Matrix shall be prepared and updated for each PDT meeting. Task 1.2 Project Reports — The Contractor shall prepare progress reports to record the progress of the project and as supporting data for invoices presented monthly to the City. The progress report shall include accomplished tasks for the month, anticipated progress for the next month, pending issues and schedule completion target dates. Contractor shall mail a progress report with each monthly invoice. In addition, the Contractor shall provide the following: • Project Schedule — The Contractor shall, within two weeks of Notice to Proceed (NTP), provide a detailed project baseline schedule indicating milestones, major activities and deliverables to the City for review and comments. Contractor shall update the schedule, as required. • Quality Control — The Contractor shall have a quality control plan in effect during the term of this contract. Contractor shall develop a plan establishing a process to ensure design calculations are independently checked. Exhibits and plans shall also be checked, corrected and back-checked for accuracy and completeness. Contractor shall review subcontractor submittals to ensure that appropriate background information, study methodology, interpretation of data, format and content are completed in accordance with current standards. TASK 2.0 PLANNING AND PROJECT DEVELOPMENT — The Contractor shall be responsible for obtaining all required project documents, studies, reports, as-built plans, record drawings, record maps and surveys, and other information required to complete the project. The Contractor shall perform all planning and project development, which shall include, but not be limited to the following.- Task 2.1 Research and Data Gathering — The Contractor shall obtain any and all existing topographic mapping, photos, bridge reports, maintenance reports, right-of-way maps, "as- built" plans, record plans, record maps and surveys, study reports, assessor maps, contract documents, and any other pertinent data required for the project from the City, Riverside County, or other sources. The Contractor shall review all available information and determine what additional information will be necessary to complete the project. Task 2.2 Surveys — The Contractor shall perform and coordinate all required field surveys, and shall research and compile all existing control data, including research of all affected utility Exhibit"A" Page 2 of 20 EXHIBIT "A" SCOPE OF SERVICES companies within the project area. The Contractor shall perform and coordinate all utility coordination necessary to determine and identify locations of all utilities and facilities, as well as future utility requirements. Required surveys include, but are not limited to, the following.- Research Record Information — The Contractor shall obtain all available existing information and survey data from the City, County, and Caltrans. • Control Survey—The Contractor shall establish supplementary survey control, as needed. • Topographic Survey — The Contractor shall conduct field surveys and aerial surveys in order to establish a topographic mapping of the project. Field surveys will include project conform locations with existing facilities. • Utility Survey — The Contractor shall conduct field surveys to locate all existing underground and overhead utilities and facilities. Contractor shall coordinate this work with a potholing subcontractor. • Right-of-Way Mapping -- The Contractor shall prepare a preliminary base right-of-way map based on record information. After preliminary design is complete, Contractor shall perform a right-of-way survey and will prepare a final right-of-way base map. Task 2.3 Hydraulic & Scour Report — To aid in the development of the Structure Plans, a Hydraulic & Scour Report shall be completed. Contractor shall analyze the existing and proposed Arenas Canyon South Channel at South Palm Canyon Drive crossing for the ability of the proposed channel and bridge to accommodate design flows. The study shall document on-site/off-site hydrology and drainage patterns, as well as potential scour at the proposed bridge. The report shall summarize the findings and any proposed channel improvements, including suggested scour countermeasures. TASK 3.0 PRELIMINARY AND CONCEPT PLANS (PROJECT REPORT) — The Contractor shall prepare preliminary and concept roadway plans (up to 30% complete engineering drawings and plans) and a Project Report for approval by the City. The preliminary and concept plans and Project Report shall include, but not be limited to, the following: Task 3.1 Geometric Approval Drawings — The Contractor shall prepare geometric approval drawings of the project area, including the extent arid limits of the roadway improvements, centerline and right-of-way alignment, and connection/tie-in with project limits. A final approved geometry will be coordinated with the City and incorporated in the Geometric Approval Drawings for City approval. Task 3.2 Right-of-Way Investigations — The Contractor shall determine additional rights-of- way and easements (including utility, slope, or other easements/encroachment agreements), necessary for the project. Exhibits shall be prepared for each impacted parcel showing Exhibit"A" Page 3 of 20 EXHIBIT "A" SCOPE OF SERVICES permanent and temporary right-of-way impacts as well as impacts to any existing facilities. Preliminary Title Reports will be ordered, as needed. Task 3.3 Structure Type Selection — The Contractor shall prepare a structure type selection memorandum that shall include recommended bridge structure type, an analysis of the existing structure, a bridge general plan, an estimate of construction cost, and a description of the proposed construction staging. Consultant will organize and host a Caltrans structures field review, if required. Task 3.4 Project Report — The Contractor shall prepare a written summary of the project and provide a document to be used as the basis of Task 4, Environmental Approval, that outlines the proposed improvements, potential impacts on the area and what effects will be mitigated, and related information. The report will include sections addressing: - Geotechnical Design - Environmental Mitigations - Hydraulic and Floodplain Investigations - Environmental Conservation Measures - Geometrics - Project Contact Information - ROW - Survey Data - Utilities - Project Cost Estimates TASK 4.0 ENVIRONMENTAL APPROVAL -- The Contractor shall perform all required environmental research and analysis necessary for the project, pursuant to CEQA and NEPA requirements, as well as the policies and procedures contained in Caltrans' Environmental Handbook and Local Programs Manual. The Contractor shall perform all environmental coordination, which shall include, but not be limited to the following: Task 4.1 Preliminary Environmental Study (PES) Form — The Contractor shall prepare a draft Preliminary Environmental Study (PES) Form following a scheduled field visit with the City and Caltrans. The draft PES Form will be sent for review by the City and Caltrans. The PES form will outline the recommended federal environmental documentation, technical studies, surveys, clearances, agency coordination and permits required for the roadway project. The City will review the PES form prior to submitting to Caltrans for signature and prior to initiating technical studies. No preliminary design, work, environmental studies, or preliminary right-of-way work will begin until Caltrans' concurrence of the Preliminary Environmental Studies package has been received and there is agreement to the scope and footprint of the studies. Task 4.2 Technical Studies — The Contractor shall coordinate the preparation of all necessary and required studies to be included in the Environmental Assessment/[nitial Study, including, but not limited to, the following: Task 4.2(a) Biological Resources — The Contractor shall complete the following tasks and studies related to biological resources: Exhibit"A" Page 4 of 20 EXHIBIT "A" SCOPE OF SERVICES Natural Environment Study(NES) —The Contractor shall conduct a literature review to assist in determining the existence or potential occurrence of sensitive plant and animal species on the project site or in the vicinity. Literature under review will include Federal and State lists of sensitive species and current database records, including the California Natural Diversity Data Base (California Department of Fish and Game, 2004) and the California Native Plant Society's Electronic Inventory of Rare and Endangered Vascular Plants of California (Skinner, et al., 2004). In accordance with Caltrans guidelines, Contractor shall submit a letter to the U.S. Fish and Wildlife Service requesting a list of threatened and endangered species known in the project vicinity. The results of the records search will be summarized in a table and included in the NES. The Biological Study Area (BSA) will be approved by the Caltrans biologist. The Contractor shall conduct fieldwork in order to document the presence/absence of sensitive biological resources (e.g., species or habitats), or to determine the potential for occurrence of such resources that may not be detectable when the fieldwork is conducted. The location of any sensitive biological resources present on site, including plants and plant communities, shall be mapped. For optimal results, Contractor recommends conducting the fieldwork in the springtime (i.e., April or May) if possible. This will maximize our ability to detect and positively identify sensitive species, particularly plants. A focused survey for the desert tortoise, described below, shall be submitted as part of this NES. Additional focused surveys that may be required are described in the "Optional Technical Studies" section below, The Contractor shall prepare an NES that will include a description of the field methods used and the results of the biological evaluation of the project area. The report will list plant and animal species present, along with a general description of the plant communities occurring within the project area. If any sensitive resources are found on the site, Contractor shall prepare and include in the NES a graphic displaying the location of the sensitive plant communities on site and any sensitive biological resources observed. The report also will contain tables describing sensitive species and their habitats that are present or potentially present; it also will identify and assess project impacts on the existing biological resources, including any sensitive species. Mitigation measures will be included as necessary. The focused desert tortoise survey shall be conducted according to the Field Survey Protocol for Any Federal Action That May Occur within the Range of the Desert Tortoise, U.S. Fish and Wildlife Service (January 1992), a standardized technique acceptable to all resource agencies. Focused surveys for the desert tortoise will cover 100 percent of the proposed project site (up to 10 acres), using 30-foot transect widths according to the appropriate protocol. In addition, the protocol recommends zone of influence surveys outside the boundaries of the subject project site at specific intervals (100, 300, 600, 1,200, and 2,400 feet) to determine the presence off-site of tortoise that may potentially use habitat on the project site. Exhibit"A" Page 5 of 20 EXHIBIT "A" SCOPE OF SERVICES Task 4.2(b) Cultural Resources Assessment — The Contractor shall prepare documentation in accordance with Section 106. This work shall include: Archaeological/Historic Survey Report — All cultural resource efforts will be completed in compliance with Section 106 of the National Historic Preservation Act (NHPA) and will follow the requirements set forth in the Caltrans Environmental Handbook Volume II, Cultural Resources and the Programmatic Agreement among the Federal Highway Administration, the Advisory Council on Historic Preservation, the California State Historic Preservation Officer, and the California Department of Transportation Regarding Compliance with Section 106 of the National Historic Preservation Act, as it pertains to the administration of the Federal-aid Highway Program in California. APE Map — The Contractor shall coordinate with Caltrans to develop the APE Map for review and approval. Following the programmatic agreement between Caltrans and FHWA, the APE Map shall be given to Caltrans for review and approval. Research — A cultural resource records search shall be conducted at the Eastern Information Center (EIC), located at the University of California, Riverside. The EIC is the state-designated repository for records concerning cultural resources in Riverside County. The records search shall provide information on known cultural resources and on previous cultural resource investigations within a one-mile radius of the project area. Data sources that will be consulted at the EIC include archaeological site and artifact records, historic maps, reports from previous studies, and the State's Historic Resource Inventory (HRI) for Riverside County, which contains listings for National Register of Historic Places (NRHP), California Register of Historical Resources (CRHR), California Historical Landmarks (CHL), and California Points of Historical Interest (CPHI). In addition, Contractor shall complete research for the properties within the APE to determine built dates for any buildings and structures. If any buildings/structures 30 years and older are located within the APE, additional tasks may be required. Native American Coordination — The Contractor shall contact the Native American Heritage Commission (NAHC). The NAHC shall provide a list of Native American groups to contact regarding this project. Contractor shall coordinate with the City to consult with the tribes. With City approval, Contractor shall contact each tribe via certified mail. After 28 days, Contractor shall follow up with those groups that have not commented, via telephone. Contractor shall document all efforts to consult with each tribe. Field Survey— The Contractor shall conduct a systematic field survey of portions of the APE that are not obscured by asphalt/concrete. The ground surface will be visually examined by an archaeologist for evidence of prehistoric (Native American) or historic (non-Native American) archaeological materials and other potential historic resources (e.g., buildings, bridges, railroads, mines, or canals). To meet State standards, any previously unrecorded resources identified during the survey will be recorded on State of California DPR 523 forms. Exhibit"A" Page 6 of 20 EXHIBIT "A" SCOPE OF SERVICES Reports — The Contractor shall prepare a Caltrans format Historic Property Survey Report (HPSR) and Archaeological Survey Report (ASR) according to Caltrans specifications. The reports will describe: 1) the results of Native American consultation, 2) research and field methods used in identifying cultural resources, 3) the archaeological and historic resources identified in the project vicinity, and 4) the potential of the project to adversely impact any archaeological or historic resources. If recommendations for further studies are warranted, these will be described in detail in a separate memorandum. Task 4.2(c) Air Quality Report — The Contractor shall prepare a Construction Air Quality Assessment for the projects construction related impacts in accordance with the Caltrans' Protocol, the EPA's fugitive dust conformity rule, and the South Coast Air Quality Management District's (SCAQMD) CEQA regulations for the Salton Sea Air Basin (SSAB). For the description of existing ambient air quality, the report will use baseline and project- setting meteorological and air quality data in the SSAB area developed through the California Air Resources Board (ARB), along with climatological and air quality profile data gathered by the SCAQMD. Air quality data from the nearest air quality monitoring stations published for the past three years will be included to help highlight existing air quality local to the proposed project site. Other sources such as regulatory documents, professional publications, and Contractor's experience in the project area will supplement background information. A summary of current air quality management efforts that may be related to the proposed project will be provided. Construction would occur during implementation of the proposed project. Air quality impacts from demolition, grading, and construction sources will be analyzed based on the equipment used, length of time for a specific construction task, equipment power type (gasoline or diesel engine), equipment emission factors approved by the EPA (AP-42 Handbooks), horsepower, load factor, and percentage of time in use. Exhaust and dust emissions from worker commutes and equipment travel will be calculated based on available information regarding these activities. Fugitive dust emissions would result from wind erosion of exposed soil and soil storage piles, grading operations, and vehicles traveling on paved and unpaved roads. When specific data are available, emissions associated with asphalt paving will be calculated. Emission factors included in the SCAQMD's CEQA Air Quality Handbook or the ARB's URBEMIS 2002 model will be used for construction dust emission estimates. Carbon monoxide hot-spot analyses will not be conducted based on the proposed exempt status under the Caltrans CO protocol. The proposed project's impacts on the local and regional fugitive dust emissions (PM2.5 and PM10) will be evaluated using the EPA's Guidelines for Qualitative Construction Emissions Analysis. Contractor shall work with Caltrans and the SCAQMD to identify feasible mitigation measures that will be developed as indicated in the impact analysis. Task 4.2(d) Noise Analysis — The Contractor shall prepare a Noise Impact Analysis that assesses the project's potential effects on existing and future noise conditions. The Contractor Exhibit"A" Page 7 of 20 EXHIBIT "A" SCOPE OF SERVICES shall review applicable State (Caltrans), City, and County noise and land use compatibility criteria for the project area. Noise standards regulating noise impacts including Caltrans Noise Abatement Criteria (NAC) and standards included in the City Noise Ordinance will be discussed for land uses adjacent to the project. The areas with potential future noise impacts will be identified using land use information, aerial photographs, and field reconnaissance. A discussion of any existing sensitive uses in the project vicinity will be included. Existing roadway traffic noise will be calculated as baseline conditions, using traffic data included in the traffic study for the proposed project. A survey of existing ambient noise levels will be conducted to establish the character of the noise environment at any sensitive receptor locations in the project area. Short-term noise measurements (15 minute) will be made at up four locations. Noise sources and other noise correlates will be noted during each measurement period. Noise impacts from construction sources will be analyzed based on the equipment expected to be used, length of a specific construction task, equipment power type (gasoline or diesel engine), horsepower, load factor, and percent of time in use. EPA recommended noise emission levels will be used for the construction equipment. The construction noise impact will be evaluated in terms of maximum levels (Lmax), and the frequency of occurrence at adjacent sensitive locations. Analysis requirements will be based on the sensitivity of the area and the Noise Ordinance specifications of the City. The existing and future noise levels will be assessed using the traffic noise impact screening procedure outlined in section N-4000 of the Caltrans Technical Noise Supplement (TeNS)_ If the proposed project fails the screening criteria, a detailed analysis will be performed as outlined in section N-5000 of the TeNS using the most recent version of the Traffic Noise Model (TNM), the Sound32 replacement. If the future with-project noise levels are estimated to approach or exceed the Noise Abatement Criteria (NAC) established by the FHWA, noise abatement measures (such as sound barriers) will be analyzed and any necessary abatement measures will be assessed for feasibility and reasonableness. Task 4.2(e) Section 4f Analysis — The Contractor shall prepare a 4(f) analysis in accordance with FHWA and Caltrans guidelines to assess the impacts to the public golf course. The existing, construction, and proposed conditions will be analyzed for impacts to use of the facility. Coordination for appropriate consultation and documentation will be conducted. A draft and final 4(f) analysis will be provided for City and Caltrans review. Task 4.2(f) Initial Site Assessment —The Contractor shall prepare a Hazardous Waste Initial Site Assessment (ISA) of the project study area. Contractor shall prepare an ISA to identify all documented hazardous waste sites located within the project study area, as well as facilities located within the project study area that Exhibit"A" Page 8 of 20 EXHIBIT "A" SCOPE OF SERVICES store, transfer, or utilize large quantities of hazardous materials. Contractor shall conduct an agency records search to identify all hazardous waste sites located within the project study area and classified as a hazardous waste site under State law. Contractor shall conduct a visual survey of the project area via available public access to identify any obvious area of hazardous waste contamination. If hazardous waste sites are identified within the project study area (via governmental records and/or the visual survey), Contractor shall determine the potential impact to the project and identify subsequent procedures to determine the extent of contamination and remediation requirements. Task 4,2(g) Water Quality Assessment — The Contractor shall prepare a Water Quality Assessment Report to address the project impacts on water quality based on current Caltrans guidelines (Environmental Handbook Volume 1, Chapter 9, Water Quality). The report shall discuss receiving waters conditions, objectives, and beneficial uses as well as Caltrans standard best management practices (BMPs) and project design features required in accordance with the current Caltrans Statewide Storm Water Management Plan (SWMP). Additionally, compliance with the National Pollution Discharge Elimination System (NPDES) requirements from the Regional Water Quality Control Board (RWQCB), in accordance with the NPDES general construction activity storm water discharge permit, will also be identified, if applicable. Likewise, compliance with Section 401 of the Clean Water Act will ultimately be necessary (water quality certification). With these requirements, specific mitigation measures, including BMPs specified in Caltrans' Storm Water Quality Handbook - Planning and Design Guide, will be identified for any significant water quality impacts that may occur during construction. Task 4.2(h) Location Hydraulic Study--The project is located within an established 100-year floodplain. In order to determine the impacts of the proposed project to the Federal floodplain, a Location Hydraulic Study will be performed to ensure the bridge construction is compatible with local flooding. Executive Order 11988 - Floodplain Management is the guiding Federal document for any floodplain action. The minimum required content of the Location Hydraulic Study is prescribed in 23 CFR 650A, Section 650.111(b) (c) (d). Per 23 CFR 650A, Contractor may complete a Location Hydraulic Study. If required, the Location Hydraulic Study will include the following information.- 1) National Flood Insurance Program (NFIP) maps or information developed by the local agency, if NFIP maps are not available, to determine whether a roadway location alternative will include an encroachment. 2) An evaluation and discussion of the practicability of alternatives to any longitudinal encroachments. Consultant shall use the HEC-RAS River Analysis System program to complete the floodplain analysis. 3) A discussion of the following items, commensurate with the significance of the risk or environmental impact, for all alternatives containing encroachments and for those actions which would support base floodplain development: (a)The risks associated with implementation of the action. Exhibit"A" Page 9 of 20 EXHIBIT "A" SCOPE OF SERVICES (b)The impacts on natural and beneficial floodplain values. (c) The support of probable incompatible floodplain development. (d) The measures to minimize floodplain impacts associated with the action- (e) The measures to restore and preserve the natural and beneficial floodplain values impacted by the action. 4) Evaluation and discussion of the practicability of alternatives to any significant encroachments or any support of incompatible floodplain development. Task 4.2(i) Floodplain Evaluation Report—The Location Hydraulic Study will likely conclude that a proposed action may result in a significant encroachment (as defined by 23 CFR 650.105) and/or is inconsistent with existing watershed and floodplain management programs, resulting in incompatible floodplain development, or that the impacts of the project on the floodplain are unclear, a Floodplain Evaluation Report shall be prepared by the Contractor. This is a self-sufficient technical report, which is used to support the conclusions of an EA/FONSI or an EIS. It contains all the information from the Location Hydraulic Study and the Summary of Floodplain Encroachment Report, but shall be more detailed. Contractor shall include a project description, a strip map delineating the base Floodplain with all project encroachments identified, and mitigation measures, as well as a discussion of all practical alternatives to each potential encroachment. Optional Environmental Technical Studies and Surveys - The biological habitat have not been fully assessed. Following seasonal biological surveys, focused surveys may or may not be required. Review of the Habitat Conservation Plan (HCP) will identify potential species in the project area. Additional information will be obtained from surrounding projects in the proposed project area. The initial survey and research will identify the possible need for optional protocol biological surveys. Task 4.26) Biological Assessment (optional) — The project may have direct and indirect impacts to federally listed species. The Biological Assessment will include; attendance at meetings, coordination with the project team, response to information requests from the U.S. Fish and Wildlife Service, and research of mitigation options. Task 4.2(k) Section 7 Consultation (optional) -- The Contractor shall coordinate review and approval of the Biological Assessment through Caltrans and the U.S. Fish and Wildlife Service in compliance with Section 7 of the Endangered Species Act as may be necessary to accomplish the preparation of a Biological Opinion from the U.S. Fish and Wildlife Service for the project. Task 4.2(I) Focused Surveys (optional) — The proposed project may have potential effects to the Casey's June beetle (Federal Petition to List as Endangered/State Special Animal), Burrowing Owl (State Species of Special Concern), and Palm Springs Round-Tailed Ground Squirrel (Federal Candidate/State Species of Special Concern). If the general biological field survey reveals that suitable habitat is present for the species, or for any other species identified during the preparation of the NES, additional surveys may be required in order to Exhibit"A" Page 10 of 20 EXHIBIT "A" SCOPE OF SERVICES determine the presence or absence of such species. The scope of surveys for the Casey's June beetle, burrowing owl, and Palm Springs round-tailed ground squirrel would depend on the extent of habitat to be surveyed for a particular species and on coordination with the involved regulatory agencies. Contractor shall prepare letter reports summarizing the results of any necessary focused surveys. If threatened or endangered species may be affected by the project, coordination with the USFWS will be required for compliance with the Federal Endangered Species Act. Task 4.3(m) Archaeological Phase 1.5 Testing (optional) — The proposed project has the potential to effect archaeological resources. If initial research and field assessments suggest high potential for buried archaeological deposits, a phase 1.5 testing strategy may be required. Testing would most likely involve both hand-dug and backhoe units due to the depth of construction activities proposed. The results of testing would be documented in the appropriate Caltrans report format. Coordination with the Caltrans archaeologist and Native American representatives would be necessary. Task 4.3 Environmental Document — Contractor shall incorporate the purpose and need/project description and the technical studies into the draft document. Based upon available data, Contractor shall prepare sections for land use, public safety, public services, recreation, and utilities. The EMS will determine: if the project will have any significant adverse effects on the environment under both State and Federal standards; identify potential mitigation measures for such impacts; determine if the mitigation measures reduce all impacts below a level of significance. The Draft EMS will be provided to agencies for review and comment. The Draft EMS will be revised in response to the agencies' comments and a revised Draft EMS will be provided to the agencies for further review and comment. Task 4.3(a) Draft Environmental Document — Contractor shall prepare the Draft EMS for public review. The Draft EMS has the critical objective of providing a means by which the general public and responsible agencies can participate in the environmental process by providing written comments on issues addressed in the ENIS. Contractor shall prepare the requisite public notices for distribution of the EA/IS. Contractor shall prepare the requisite number of hard copies of the EMS document and the technical studies. Contractor shall coordinate the preparation of the distribution list with the City, Caltrans and FHWA. Task 4.3(b) Respond to Comments/Obtain Approval — At the close of the public review period for the EMS, Contractor shall meet with Caltrans and FHWA staff to review any comments on the EMS that were received, and to discuss potential responses to these comments. Exhibit"A" Page 11 of 20 EXHIBIT "A" SCOPE OF SERVICES Contractor shall then formulate responses to the comments on the EA/IS. Once draft responses to comments are completed, they will be submitted to the agencies' staff for review and comment. The agencies' comments will be incorporated into the response to comments document, which will be submitted to Caltrans as an appendix in the EA/IS for use in public hearings. Contractor shall also prepare the draft Mitigated Negative Declaration (MND) sheet for attachment to the EA/IS. Task 4.3(c) Mitigation Monitoring Plan — Contractor shall prepare a mitigation monitoring plan, including monitoring forms, to insure that the mitigation measures contained in the EA/IS are properly implemented. Task 4.3(d) Final Administrative Record — Prior to action on the EA/IS and the MND, Contractor shall assist the City and Caltrans to prepare appropriate findings and the Administrative Record. Following public review of the EA/IS, a Finding of No Significant Impact (FONSI)/Mitigated Negative Declaration (MND) will be prepared by Contractor. The final steps in the NEPA process will follow the new procedures of NEPA delegation to Caltrans, and any agreements with the cooperating agencies. The most likely outcome is the preparation of approval of a Finding of No Significant Impact (FONSI) under NEPA and a Mitigated Negative Declaration under CEQA signed by the City. PHASE 2 CIVIL ENGINEERING DESIGN TASK 1.0 FINAL DESIGN REPORTS AND STUDIES — The Contractor shall prepare final design reports and studies necessary for preparation of plans, specifications and estimates (PS&E) for the project. Final design reports and studies shall include, but not be limited to, the following: Task 1.1 Foundation and Geotechnical Design Report — Contractor shall prepare a Structures Foundation Report in accordance with Caltrans Guidelines for Foundation Investigations and Reports, and shall conform to the following: • Seismic design recommendations including recommended acceleration response spectra in accordance with the current Caltrans Seismic Design Criteria. • Recommendations for design and construction of shallow or deep foundations including recommended bearing capacities, lateral resistance, and total and differential settlements. • Overall stability analyses of footings, slope and foundation materials; evaluation for static and pseudo-static conditions. • Construction considerations. • Log of Test Borings (LOTB) Sheets. The conclusions and recommendations pertaining to design and construction of foundation systems shall be presented in a Structure Foundation Report with a site map showing boring Exhibit"A" Page 12 of 20 EXHIBIT "A" SCOPE OF SERVICES locations, LOTB Sheets and laboratory test results. After review by the City, comments shall be incorporated into the report and a final report submitted. Contractor shall review, from a geotechnical standpoint, the plans and specifications for this project to evaluate if earthwork and foundation recommendations have been properly interpreted and implemented during design. Contractor shall prepare LOTB Sheets to be included as part of the Foundation Report and Contract Plans. Contractor shall prepare a Geotechnical Design Report for design and construction of embankments and pavement structural sections in general accordance with California Test Method CAL-130, and shall present the data obtained during field exploration and laboratory testing, as well as conclusions and recommendations pertaining to the following: • Project description including proposed improvements, climatic conditions, terrain and surface drainage, and land use. • Discussion of geotechnical settings including regional geology, subsurface soil and groundwater conditions. • Recommendations for design of any retaining walls, including foundation type, allowable capacity and lateral pressures. • Recommendations for construction of roadway and embankment foundations and estimated settlement. • Evaluation of gross and surficial stability of the proposed fill slopes. • Earthwork considerations, including excavation characteristics and erosion controls. • Collapse, expansive and corrosion potentials of the subgrade soils and recommended mitigation measures, if necessary. • Earthquake considerations including seismic design criteria for fill embankment, and seismic hazards including the potential for liquefaction, ground rupture due to surface faulting and seismically induced settlement. • Recommendations for pavement structural design based on traffic indices assumed or provided by the client. • Discussion of materials available, including local and commercial sources and materials specifications. • Recommendations for levy design. • Results of arterial road pavement deflection study. • Results of pavement condition survey. • Logs of Test Borings (LOTB). After review by the City, Contractor shall incorporate all comments into a final Geotechnical Design Report. Contractor shall conduct all field investigations and perform all laboratory testing to support these reports. Exhibit"A" Page 13 of 20 EXHIBIT "A" SCOPE OF SERVICES Task 1.2 Right-of-Way Services — The Contractor shall prepare a final right-of-way map from compilation of field survey data and research data. Existing and proposed right-of-way limits shall be indicated. Right-of-way engineering shall include, but not be limited to, Right-of-Way acquisition. Contractor shall prepare all legal descriptions for full and partial land acquisitions and plats for all properties affected by the proposed improvements and to acquire necessary right-of-way. Appraisals and right-of-way acquisition services, as necessary, shall be performed. Contractor shall prepare for and secure right of way appraisals for each interest needed, shall format and prepare offers to purchase the needed interests in right of way, shall negotiate in good faith for the purchase of the needed right of way, and shall deliver the documents necessary to enable the City to proceed to construction. Should any parcel(s) require the use of eminent domain by the City, the documented file and procedure will enable the City Attorney to take over the formal acquisition process and secure the necessary rights through appropriate legal proceedings. The formal acquisition program will be administered according to Federal guidelines as is appropriate to the project funding. Major elements include: • Caltrans Right of Way Certification — Contractor shall coordinate and attend certification planning activities and meetings with Right of Way Local Assistance Coordinator and project team to determine project requirements and certification level required to meet the project construction schedule. Contractor shall conduct preliminary project programming activities to include preparation of WW Data Sheet, including right of way cost estimates. Contractor shall ensure that any interests necessary for the project and relocation activities have been met in compliance with applicable law and regulations. Contractor shall prepare certification forms in coordination with the City to include the compilation of all necessary back-up documents required including deed, final order of condemnation, access easements, cooperative agreements, permits, right of entries, etc. Contractor shall attend and coordinate pre and post-audit submittal meetings. • Appraisal Services — Contractor shall sub-contract the appraisal services needed for this job. The subcontracted appraisers shall be responsible for the following appraisal activities: - Prepare and mail a "Notice of Decision to Appraise' letter to each of the affected property owners giving them the opportunity to meet personally with the appraiser to present any information they feel is relevant to the valuation of their property. Inspect each property personally with the owner (if possible) and document the inspection with photographs for use in the report. Inventory all improvements affected by the proposed taking including notes on their manner of disposition (i.e. pay-for and remove vs, move back). - Perform market research to support the selected appraisal methodologies. - Prepare a summary narrative appraisal report that conforms to the Uniform Appraisal Standards for Federal Land Acquisitions. Exhibit"A" Page 14 of 20 EXHIBIT "A" SCOPE OF SERVICES • Real Estate Appraisal Review— Contractor shall verify that the completed appraisal report for each property was prepared in accordance with Federal and State laws and policies. Contractor shall confirm mathematical computations, appraisal methodologies and valuation determinations are appropriate and reasonable. Contractor shall make recommendation to the City as to the determination of just compensation for each parcel. • Right-of-Way Acquisition — Contractor shall review preliminary title reports and identify liens and encumbrances requiring clearance. Contractor shall prepare all offer letters and summary statements, in accordance with State or Federal regulations and approval of legal counsel. Contractor shall personally negotiate with the property owners for the purchase of the required property rights. The written offer to purchase will be presented to the appropriate owners or their representatives in person, when possible. Contractor shall coordinate with the BIA for all parcels held in trust by the United States Government on behalf of individual tribal members. Contractor shall, upon the initiation of negotiations, transmit receipted offer letters to the City as soon as possible. In instances where the property owner declines to receipt for the offer to purchase, a certification of presentation will be forwarded to the City. Personal negotiations will continue with the property owners and tenants until every reasonable effort has been expended and it appears that the only remaining method of acquisition is through eminent domain proceedings. Contractor shall prepare all acquisition agreements, deeds, and other documents necessary to complete the acquisition. At such time the negotiations appear to be unsuccessful and eminent domain proceedings have commenced, assistance necessary to assist the City's condemnation counsel will be provided. Negotiations will continue after the filling of a condemnation action if it is the desire of legal counsel. A diary of all pertinent information and contacts concerning the project parcels will be maintained. All executed documents on successfully negotiated parcels will be promptly transmitted to client for acceptance. Contractor shall coordinate with City and Escrow Company to open escrow, review and approve closing statements, assist with procuring necessary escrow documents and monitor closing of escrows. Contractor shall prepare plats and legal descriptions as needed. It is assumed that right of way services will be required for up to 3 parcels. TASK 2.0 PLANS, SPECIFICATIONS, AND ESTIMATES (PS&E) — The Contractor shall prepare PS&E for review and approval by the City. Plans shall be prepared at an appropriate scale such that plans are legible and in English units. Specifications shall be prepared using City standard boilerplate specifications, as provided by the City. As part of this item of work, the Contractor shall coordinate all required utility relocation, and shall coordinate with all affected utility companies and provide relocation plans and permits. The Contractor shall include plans, specifications and estimates for all aspects and phases of the construction of the project, including, but not limited to, the following: Exhibit"A" Page 15 of 20 EXHIBIT "A" SCOPE OF SERVICES Roadway Plans — The Contractor shall prepare street improvement plans, specifications and estimates necessary for the project, and shall address all findings from the Geotechnical Report (including pavement structural section analysis). Street improvement plans shall include plan and profile views; indicate existing and proposed grading and cuts or fills; provide drainage design and drainage solutions, as required by the Hydrology Report; indicate required traffic striping, signage and marking improvements; as well as all pertinent construction details. • Drainage/Flood Control Plans -- The Contractor shall prepare storm drainage and flood control plans, including details for the construction of levees. The Contractor shall be required to identify the extent of previous storm flows and damage incurred during the 2005 floods, and to recommend drainage and flood control improvements to protect the roadway improvements from damage during future 100-year storm events, in consultation with the City Engineer. Work shall include levee design to meet criteria of 44 CFR 65.10, preparation of a CLOMR prior to construction, and preparation of a LOMR after construction. Traffic Control Plans — The Contractor shall prepare traffic control plans for use by the City's contractor during construction of the project. The traffic control plans shall include stage construction and traffic handling, construction area signs and temporary pavement delineation. • Miscellaneous Plans — The Contractor shall prepare any miscellaneous plans, including plans for NPDES Erosion Control and Dust Control, and utility relocations, as required. • Structure Plans--The Contractor shall prepare plans for the bridge widening. It is expected that the following plan sheets (34 total) will be required: • Title Levee Details(6) • Layout(2) - Bridge General Plan • Typical Sections Foundation Plan • Construction Details (4) • Deck Contours • Grading (2) • Abutment Layout • Utilities • Abutment Details • Signing & Striping (2) Bridge Typical Section • Traffic Handling (2) - Girder Layout • Survey Control - Girder Details • Quantities • Miscellaneous Details • Lighting Log of Test Borings Task 2.1 Utility Coordination — Contractor shall coordinate all modifications, changes, or relocations to existing utilities. Contractor shall make every effort to ensure that such changes are made prior to the start of construction. Contractor shall coordinate with utility owners to Exhibit"A" Page 16 of 20 EXHIBIT "A" SCOPE OF SERVICES determine the number and location of all future utilities. Contractor shall prepare schedules and progress reports for all utility coordination efforts. Contractor shall prepare and review all relocation cost estimates. Contractor shall show the disposition of each utility (existing and planned) on the project plans. Contractor shall determine prior rights of all impacted utilities. Utility coordination efforts shall be consistent with APWA Joint Utilities Coordination Committee Cities and Counties Utility Coordination Procedures. Specific tasks include: • Utility Contact List— Contractor shall coordinate with the City to develop a list of potential impacted utility owners. • Utility "A" Plans — Utility "A" plans shall be prepared and distributed to all potentially impacted utility owners. These plans shall include proposed project limits, right-of-way limits, proposed roadway geometry, and visible features. Response from the utility owner shall be requested within 15 days of receipt of the "A" plans. As-built utility information and planned utility information shall be obtained and provided to the City for their records. In addition, Contractor shall contact the utility owner directly to verify the request has been received. During the design phase, Contractor shall contact the utility owner to resolve any conflicts as soon as they become apparent. Contractor shall arrange coordination meetings with the utility owners, as needed. Potholing shall be performed, as needed. • Utility "B" Plans — Utility "B" plans shall be prepared and distributed to all impacted utility owners. These plans shall include 90% plans. In addition to the features shown in the "A" plans, the "B" plans shall include proposed right-of-way and all existing utilities. The "B" plans initiate any needed utility relocations. Utility owners shall be allowed 30 days to respond to the "B" plans on a standard response form that includes a description of utility conflicts and approximate relocation schedules. Utility owners shall be allowed 60 days after receipt of the "B" plans for the planning and engineering of any relocations. Contractor shall coordinate closely with the utility owners during this period. Utility coordination meetings shall be held, as needed. • Utility "C" Plans -- Utility "C" plans shall be prepared and distributed to all impacted utility owners. These plans shall include final plans showing proposed utilities, proposed relocations, and all features shown in the "A" and "B" plans. Utility owners shall respond within 10 days of receipt of the "C" plans, confirming their schedules for construction relocation. Task 2.2 35% Details — Contractor shall prepare 35% details which shall include: bridge general plan, roadway plan and profile, grading limits, typical sections, and signing and striping Plans- Consultant shall prepare a list of construction bid items and a preliminary construction estimate. Exhibit"A" Page 17 of 20 EXHIBIT "A" SCOPE OF SERVICES Task 2.3 60% Details — Consultant shall revise the 35% details and cost estimate per agency comments. The remaining plans sheets shall be completed. A detailed construction cost estimate shall be completed. Task 2.4 95% PS&E — Contractor shall revise the 60% details and construction cost estimate based on agency comments and shall prepare technical special provisions. Task 2.5 100% PS&E -- Contractor shall revise the 95% PS&E based on agency comments. Task 2.6 CLOMR/LOMR — Contractor shall prepare a Conditional Letter of Map Revision (CLOMR) application and submittal package for submittal to the Federal Emergency Management Agency (FEMA) in accordance with FEMA regulations. The CLOMR application and submittal package shall be submitted to and approved by FEMA prior to approval of 100% PS&E. Contractor shall prepare a Letter of Map Revision (LOMR) application and submittal package for submittal to the FEMA in accordance with FEMA regulations. The LOMR application and submittal package shall be submitted to FEMA following completion of construction of the project. TASK 3.0 ENVIRONMENTAL. PERMITTING -- The Contractor shall be responsible for obtaining all necessary environmental (regulatory) permits necessary for construction of the project. Contractor shall prepare and process applications for project permits required for compliance with Section 1602 of the California Fish and Game Code. Section 1602 permits are under the California Department of Fish and Game (CDFG). Permitting shall be accomplished with the following approach: Initial Coordination with Regulatory Agencies — The Contractor shall schedule, arrange, and prepare any necessary materials for a pre-application consultation with the involved agencies. The objectives of the meetings would be to describe the proposed project, discuss permitting approach, and identify potential mitigation options. Contractor shall arrange meetings with representatives of the EPA and CDFG. Contractor shall summarize and document the results of agency coordination in letter format. The letters will be submitted to the respective agencies and the City. Task 3.1 Permit Applications — Based on the outcome of the initial coordination with the regulatory agencies, Contractor shall then prepare and submit the necessary permit application materials. Task 3.1(a) Section 1602 Streambed Alteration Agreement — The Contractor shall submit the following materials to the CDFG: A standard CDFG Notification of Lake or Streambed Exhibit"A" Page 18 of 20 EXHIBIT "A" SCOPE, OF SERVICES Alteration; A CDFG Lake and Streambed Alteration Program B Project Questionnaire; A CDFG Wild and Scenic Rivers Evaluation Form; A copy of the report on the delineation of jurisdictional waters; A copy of the Section 404 application to the Corps; A copy of the Section 401 application to the RWQCB; A copy of the preliminary mitigation and monitoring plan prepared for the 404 application with a provision to submit the final plan upon its completion; A copy of the final environmental (CEQA) document for the project must be included; Appropriate plans, exhibits, and maps; Filing fees are to be paid by the City, based on currently proposed revisions to California Fish and Game Code the filing fee is estimated in the proposed budget. Task 4,0 Construction Bidding Phase Support—The Contractor shall provide support to the City during construction bidding. The City will administer and coordinate the bidding procedures for the project. END OF EXHIBIT "A" Exhibit"A" Page 19 of 20 EXHIBIT "B" SPECIAL REQUIREMENTS Add the following to Section 2.0, Compensation: Section 2.3, Cost Principles. The Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31 et seq., are the governing factors regarding allowable elements of cost. The administrative requirements set forth in 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments, is hereby included by reference. The provisions of this section shall apply to all subcontracts in excess of$25,000. Add the following to Section 2.0, Compensation, Section 2.4, Travel and Subsistence Costs. All travel and subsistence costs shall be considered as included in the contract fee, and shall be reimbursed in accordance with the Department of Personnel Administration (DPA) guidelines for non-exempt State employees. As specified in Section 5.1 (d), Additional Insurance, the following insurance policy shall be required: Professional Errors and Omissions Insurance. A policy of Professional Errors and Omissions Insurance in an amount not less than One Million Dollars ($1,000,000.00) per claim and in the aggregate with respect to loss arising from the actions of the Contractor performing professional services hereunder on behalf of the City. Section 5.3, Performance Bond, is deleted. Section 6.2, Records, shall be amended to add the words "and State and Federal representatives" after and at the locations where the word "Contract Officer' appears; and the first part of the last sentence shall be revised to read: "Such records shall be maintained for a period of three (3)years following the date of final payment,...". Section 7.7, Liguidated Damages, is waived. Add the following to Section 7.0, Enforcement of Agreement: Section 7.11, Subcontracts. Any subcontracts or contractual arrangements ("subcontracts") between the Contractor and other parties ("subcontractors") entered into in the performance of this Agreement to which the City is not named shall include all applicable provisions of this Agreement and the Contractor shall require that its subcontractors thereby comply with all such applicable provisions. Exhibit"B" Page 1 of 11 EXHIBIT "B" SPECIAL REQUIREMENTS Add the following to Section 9.0, Miscellaneous Provisions: Section 9.7, Covenant Against Contingent Fees. The Contractor warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the consultant; to solicit or secure this agreement; and that he/she has not paid or agreed to pay any company or person other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award, or formation of this agreement. For breach or violation of this warranty, the local agency shall have the right to annul this agreement without liability, or at its discretion; to deduct from the agreement price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Add the following to Section 9.0, Miscellaneous Provisions: Section 9.8, Documentation. The Contractor shall document the results of the work to the satisfaction of the City, and as applicable, state and FHWA, including preparation of progress and final reports, plans, specifications and estimates, or similar evidence of attainment of the objectives of this federal contract. Add the following to Section 9.0, Miscellaneous Provisions: Section 9.9, Patent Rights. This agreement includes herein by reference applicable patent rights provisions described in 41 CFR 1-9.1 regarding rights to inventions. Add the following to Section 9.0, Miscellaneous Provisions: Section 9.10, Endorsement. The responsible consultant/engineer shall sign all plans, specifications, estimates (PS&E) and engineering data furnished by him/her, and where appropriate, indicate his/her California registration number. Add the Following to Section 9.0, Miscellaneous Provisions: Section 9.11, Disadvantaged Business Enterprise (DBE) Requirements. 1. Terms as Used in this Document The term "Disadvantaged Business Enterprise" or "DBE" means a for-profit small business concern as defined in Title 49, Part 26.5, Code of Federal Regulations (CFR). The term "bidder" also means "proposer" or "offerer." The term "Agreement" also means "Contract." Exhibit"B" Page 2 of 11 EXHIBIT "B" SPECIAL REQUIREMENTS Agency also means the local entity entering into this contract with the Contractor or Consultant. The term "Small Business" or "SB" is as defined in 49 CFR 26.65. 2. Authority and Responsibility A. DBEs and other small businesses are strongly encouraged to participate in the performance of Agreements financed in whole or in part with federal funds (See 49 CFR 26, "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs"). The Contractor should ensure that DBEs and other small businesses have the opportunity to participate in the performance of the work that is the subject of this solicitation and should take all necessary and reasonable steps for this assurance. The bidder/proposer shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of subcontracts. B. Bidders/Proposers are encouraged to use services offered by financial institutions owned and controlled by DBEs. 3. Submission of DBE Information A. "Local Agency Proposer/Bidder-DBE (Consultant Contracts)-Information" form will be included in the Agreement documents to be executed by the successful bidder. The purpose or the form is to collect data required under 49 CFR 26. Even if no DBE participation will be reported, the successful bidder must execute and return the form. 4. DBE Participation General Information It is the bidder's responsibility to be fully informed regarding the requirements of 49 CFR, Part 26, and the Department's DBE program developed pursuant to the regulations. Particular attention is directed to the following.- A. A DBE must be a small business firm defined pursuant to 13 CFR 121 and be certified through the California Unified Certification Program (CUCP). B. A certified DBE may participate as a prime contractor, subcontractor, joint venture partner, as a vendor of material or supplies, or as a trucking company- C. A DBE joint venture partner must be responsible for specific contract items of work or clearly defined portions thereof. Responsibility means actually performing, managing and supervising the work with its own forces. The DBE joint venture partner must share in the capital contribution, control, management, risks and profits of the joint venture commensurate with its ownership interest. Exhibit"B" Page 3 of 11 EXHIBIT "B" SPECIAL REQUIREMENTS D. A DBE must perform a commercially useful function pursuant to 49 CFR 26.55; that is, a DBE firm must be responsible for the execution of a distinct element of the work and must carry out its responsibility by actually performing, managing and supervising the work- E. The bidder (prime contractor) shall list only one subcontractor for each portion of work as defined in their bid/proposal and all DBE subcontractors should be listed in the bid/cost proposal list of subcontractors. F. A prime contractor who is a certified DBE is eligible to claim all of the work in the Agreement toward the DBE participation except that portion of the work to be performed by non-DBE subcontractors- 5- Resources A. The CUCP database includes the certified DBEs from all certifying agencies participating in the CUCP. If you believe a firm is certified that cannot be located on the database, please contact the Caltrans Office of Certification toll free number 1-866-810-6346 for assistance. Bidder/Proposer may call (916) 440-0539 for web or download assistance- B. Access the CUCP database from the Department of Transportation, Civil Rights, Business Enterprise Program website at: http://www.dot.ca.gov/hq/bep/. • Click on the link in the left menu titled Find a Certified Firm • Click on Query Form link, located in the first sentence • Click on Certified DBE's (UCP) located on the first line in the center of the page • Click on Click To Access DBE Query Form • Searches can be performed by one or more criteria • Fallow instructions on the screen • "Start Search," "Requery," "Civil Rights Home," and "Caltrans Home" links are located at the bottom of the query form C. How to Obtain a List of Certified DBEs without Internet Access DBE Directory: If you do not have Internet access, Caltrans also publishes a directory of certified DBE firms extracted from the on-line database. A copy of the directory of certified DBEs may be ordered from the Caltrans Division of Procurement and Contracts/Material and Distribution Branch/Publication Unit, 1900 Royal Oaks Drive, Sacramento, CA 95815, Telephone: (916) 445-3520. 6. When Reporting DBE Participation, Material or Supplies purchased from DBEs May Count as Follows: A. If the materials or supplies are obtained from a DBE manufacturer, one hundred percent of the cost of the materials or supplies will count toward the DBE participation. A DBE Exhibit T" Page 4 of 11 EXHIBIT "B" SPECIAL REQUIREMENTS manufacturer is a firm that operates or maintains a factory, or establishment that produces on the premises, the materials, supplies, articles, or equipment required under the Agreement and of the general character described by the specifications. B. If the materials or supplies purchased from a DBE regular dealer, count sixty percent of the cost of the materials or supplies toward DBE participation. A DBE regular dealer is a firm that owns, operates or maintains a store, warehouse, or other establishment in which the materials, supplies, articles or equipment of the general character described by the specifications and required under the Agreement are bought, kept in stock, and regularly sold or leased to the public in the usual course of business. To be a DBE regular dealer, the firm must be an established, regular business that engages, as its principal business and under its own name, in the purchase and sale or lease of the products in question. A person may be a DBE regular dealer in such bulk items as petroleum products, steel, cement, gravel, stone or asphalt without owning, operating or maintaining a place of business provided in this section. C. If the person both owns and operates distribution equipment for the products, any supplementing of regular dealers' own distribution equipment shall be by a long-term lease agreement and not an ad hoc or Agreement-by -Agreement basis. Packagers, brokers, manufacturers' representatives, or other persons who arrange or expedite transactions are not DBE regular dealers within the meaning of this section. D. Materials or supplies purchased from a DBE, which is neither a manufacturer nor a regular dealer, will be limited to the entire amount of fees or commissions charged for assistance in the procurement of the materials and supplies, or fees or transportation charges for the delivery of materials or supplies required on the job site, provided the fees are reasonable and not excessive as compared with fees charged for similar services. 7. When Reporting DBE Participation, Participation of DBE Trucking Companies May Count as Follows: A. The DBE must be responsible for the management and supervision or the entire trucking operation for which it is responsible. B, The DBE must itself own and operate at least one fully licensed, insured and operational truck used on the Agreement- C. The DBE receives credit for the total value of the transportation services it provides on the Agreement using trucks it owns, insures, and operates using drivers it employs. D. The DBE may lease trucks from another DBE firm, including an owner-operator who is certified as a DBE. The DBE who leases trucks from another DBE receives credit for the total value of the transportation services the lessee DBE provides on the Agreement. Exhibit"B" Page 5 of 11 EXHIBIT "B" SPECIAL REQUIREMENTS E. The DBE may also lease trucks from a non-DBE firm, including an owner-operator. The DBE who leases trucks from a non-DBE is entitled to credit only for the fee or commission it receives as a result of the lease arrangement. The DBE does not receive credit for the total value of the transportation services provided by the lessee, since these services are not provided by the DBE. F. For the purposes of this Section, a lease must indicate that the DBE has exclusive use and control over the truck. This does not preclude the leased truck from working for others during the term of the lease with the consent of the DBE, as long as the lease gives the DBE absolute priority for use of the leased truck. Leased trucks must display the name and identificalion number of the DBE. The following provisions will be included in all consultant contracts with federal-aid funds. The selected Consultant shall ensure the following provisions are included in contracts entered into between the Consultant and any sub-consultants engaged in work included as part of the City's federally funded contract. Standard Agreement for Subcontractor/DBE Participation 1. Subcontractors A. Nothing contained in this Agreement or otherwise, shall create any contractual relation between the Agency and any subcontractors, and no subcontract shall relieve the Contractor of his/her responsibilities and obligations hereunder. The Contractor agrees to be as fully responsible to the Agency for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Contractor. The Contractor's obligation to pay its subcontractors is an independent obligation from the Agency's obligation to make payments to the Contractor. B. Any subcontract in excess of $25,000, entered into as a result of this Agreement, shall contain all the provisions stipulated in this Agreement to be applicable to subcontractors. C. Contractor shall pay its subcontractors within ten (10) calendar days from receipt of each payment made to the Contractor by the Agency. D. Any substitution of subcontractors must be approved in writing by the Agency's Contract Manager in advance of assigning work to a substitute subcontractor. 2. Disadvantaged Business Enterprise (DBE) Participation A. This Agreement is subject to 49 CFR, Part 26 entitled "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs." Exhibit"B" Page 6 of 11 EXHIBIT "B" SPECIAL. REQUIREMENTS Bidders who obtain DBE participation on this contract will assist Caltrans in meeting its federally mandated statewide overall DBE goal. B. DBE and other small businesses, as defined in 49 CFR, Part 26 are encouraged to participate in the performance of agreements financed in whole or in part with federal funds. The Contractor, subrecipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Agreement. The Contractor shall carry out applicable requirements of 49 CFR, Part 26 in the award and administration of US DOT- assisted agreements. Failure by the Contractor to carry out these requirements is a material breach of this Agreement, which may result in the termination of this Agreement or such other remedy as the recipient deems appropriate- C. Any subcontract entered into as a result of this Agreement shall contain all of the provisions of this section. 3. Performance of DBE Contractors and other DBE Subcontractors/Suppliers A. A DBE performs a commercially useful function when it is responsible for execution of the work of the Agreement and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a commercially useful function, the DBE must also be responsible with respect to materials and supplies used on the Agreement, for negotiating price, determining quality and quantity, ordering the material, and installing (where applicable) and paying for the material itself. To determine whether a DBE is performing a commercially useful function, evaluate the amount of work subcontracted, industry practices; whether the amount the firm is to be paid under the Agreement is commensurate with the work it is actually performing, and other relevant factors. B. A DBE does not perform a commercially useful function if its role is limited to that of an extra participant in a transaction, Agreement, or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate. C. If a DBE does not perform or exercise responsibility for at least thirty percent of the total cost of its Agreement with its own work force, or the DBE subcontracts a greater portion of the work of the Agreement than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a commercially useful function. 4. Prompt Payment of Funds Withheld to Subcontractors No retainage will be held by the Agency from progress payments due the prime contractor. Any retainage held by the prime contractors or subcontractors from progress payments due Exhibit"B" Page 7of11 EXHIBIT "B" SPECIAL REQUIREMENTS subcontractors shall be promptly paid in full to subcontractors within 30 days after the subcontractor's work is satisfactorily completed. Federal law (49CFR26.29) requires that any delay or postponement of payment over the 30 days may take place only for good cause and with the agency's prior written approval- Any violation of this provision shall subject the violating prime contractor or subcontractor to the penalties, sanctions and other remedies specified in Section 7108.5 of the Business and Professions Code. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise, available to the prime Contractor or subcontractor in the event of a dispute involving late payment or nonpayment by the prime contractor, deficient subcontract performance, or noncompliance by a subcontractor. This provision applies to both DBE and non-DBE prime contractors and subcontractors. Any subcontract entered into as a result of this Agreement shall contain all of the provisions of this section. 5. DBE Records A. The Contractor shall maintain records of materials purchased and/or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier. The records shall show the date of payment and the total dollar figure paid to all firms. DBE prime Contractors shall also show the date of work performed by their own forces along with the corresponding dollar value of the work- B. Upon completion of the Agreement, a summary of these records shall be prepared and submitted on the form entitled, "Final Report-Utilization of Disadvantaged Business Enterprises (DBE)," CEM-2402F (Exhibit 17-F in Chapter 17 of the LAP), certified correct by the Contractor or the Contractor's authorized representative and shall be furnished to the Contract Manager with the final invoice. Failure to provide the summary of DBE payments with the final invoice will result in twenty-five percent (25%) of the dollar value of the invoice being withheld from payment until the form is submitted. The amount will be returned to the Contractor when a satisfactory "Final Report Utilization of Disadvantaged Business Enterprises (DBE)"is submitted to the Contract Manager. (1) Prior to the fifteenth of each month, the Contractor shall submit documentation to the Agency's Contract Manager showing the amount paid to DBE trucking companies. The Contractor shall also obtain and submit documentation to the Agency's Contract Manager showing the amount paid by DBE trucking companies to all firms, including owner- operators, for the leasing of trucks- If the DBE leases trucks from a non-DBE, the Contractor may count only the fee or commission the DBE receives as a result of the lease arrangement. (2) The Contractor shall also submit to the Agency's Contract Manager documentation showing the truck number, name of owner, California Highway Patrol CA number, and if applicable, Exhibit"B" Page 8 of 11 EXHIBIT "B" SPECIAL REQUIREMENTS the DBE certification number of the truck owner for all trucks used during that month. This documentation shall be submitted on the Ca trans"Monthly DBE Trucking Verification, CEM-2404(F)form provided to the Contractor by the Agency's Contract Manager. 6. DBE Certification and De-certification Status If a DBE subcontractor is decertified during the life of the Agreement, the decertified subcontractor shall notify the Contractor in writing with the date of de-certification. If a subcontractor becomes a certified DBE during the life of the Agreement, the subcontractor shall notify the Contractor in writing with the date of certification. Any changes should be reported to the Agency's Contract Manager within 30 days. 7. When Reporting DBE Participation, Material or Supplies purchased from DBEs may count as follows: A. If the materials or supplies are obtained from a DBE manufacturer, 100 % of the cost of the materials or supplies will count toward the DBE participation. A DBE manufacturer is a firm that operates or maintains a factory or establishment that produces on the premises, the materials, supplies, articles, or equipment required under the Agreement and of the general character described by the specifications. B. If the materials or supplies purchased from a DBE regular dealer, count 60 % of the cost of the materials or supplies toward DBE goals. A DBE regular dealer is a firm that owns, operates or maintains a store, warehouse, or other establishment in which the materials, supplies, articles or equipment of the general character described by the specifications and required under the Agreement, are bought, kept in stock, and regularly sold or leased to the public in the usual course of business. To be a DBE regular dealer, the firm must be an established, regular business that engages, as its principal business and under its own name, in the purchase and sale or lease of the products in question. A person may be a DBE regular dealer in such bulk items as petroleum products, steel, cement, gravel, stone or asphalt without owning, operating or maintaining a place of business provided in this section. C. If the person both owns and operates distribution equipment for the products, any supplementing of regular dealers' own distribution equipment, shall be by a long-term lease agreement and not an ad hoc or Agreement-by-Agreement basis. Packagers, brokers, manufacturers' representatives, or other persons who arrange or expedite transactions are not DBE regular dealers within the meaning of this section- D. Materials or supplies purchased from a DBE, which is neither a manufacturer nor a regular dealer, will be limited to the entire amount of fees or commissions charged for assistance in the procurement of the materials and supplies, or fees or transportation charges for the delivery of materials or supplies required on the job site, provided the fees are reasonable and not excessive as compared with fees charged for similar services. Exhibit"B" Page 9 of 11 EXHIBIT "B" SPECIAL. REQUIREMENTS Add the Following to Section 9.0, Miscellaneous Provisions: Section 9.12, Non-Lobbying Certification for Federal-Aid Contracts. The Contractor certifies by signing and submitting this agreement to the best of his or her knowledge and belief that: (1) No federal appropriated funds have been paid or will be paid, by or on behalf of the Contractor, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. (2) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the Contractor shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower-tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Add the Following to Section 9.0, Miscellaneous Provisions: Section 9.13, Debarment and Suspension Certification. The Contractor, under penalty of perjury, certifies that, except as noted below, he/she or any other person associated therewith in the capacity of owner, partner, director, officer, and manager: • Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; • Has not been suspended, debarred, voluntarily excluded or determined ineligible by any federal agency within the past 3 years; • Does not have a proposed debarment pending; and Exhibit"B" Page 10 of 11 EXHIBIT "B" SPECIAL REQUIREMENTS • Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past 3 years. If there are any exceptions to this certification, insert the exceptions in the following space. END OF EXHIBIT "B" Exhibit"B" Page 11 of 11 EXHIBIT "C" SCHEDULE OF COMPENSATION Tasks listed below are identical to tasks identified in Exhibit A of this Agreement. Payments to Contractor shall be made no more frequently than monthly, and shall be based on lump sum costs per task item of work as indicated herein. Lump sum payments shall be made to Contractor based upon completion of tasks, or pro-rata portions thereof noted below, to a maximum of 75% of the lump sum task item fee until completion of such task item as determined by the Contract Officer. Each request for payment shall contain Contractor's statement of the work or tasks completed or portion performed, with supporting documentation. The determination of payment due shall be made based upon the reasonable judgment of the Contract Officer. Task Total Lump Sum PHASE 1 - PRELIMINARY ENGINEERING AND STUDIES Task 1.0, Project Management Task 1.1, Project Meetings $17,892.00 Task 1.2 Project Reports $2,080,00 Task 2.0, Planning and Project Development Task 2.1, Research and Data Gathering $3,136.00 Task 2.2, Surveys $25,248,00 Task 2.3. Hydraulic &Scour Report $12 240 00 Task 3.0, Preliminary and Concept Plans Task 3.1, Geometric Approval Drawings $7,680.00 Task 3.2, Right-of-Way Investigations $9,560.00 Task 3.3, Structure Type Selection $6,020.00 Task 3.3, Prniect Report $3,704.00 Task 4.0, Environmental Approval Task 4.1, Preliminary Environmental Study (PES) Form $7,096-00 Task 4.2(a), Biological Resources $10,440.00 Task 4.2(b), Cultural Resources $23,272.00 Task 4.2(c), Air Quality Report $10,112.00 Task 4.2(d), Noise Analysis $12,112.00 Task 4.2(e), Section 4f Analysis $6,568,00 Task 4.2(f), Initial Site Assessment(ISA) $7,236.00 Task 4.2(g), Water Quality Assessment $6,456.00 Task 4.2(h), Location Hydraulic Study $5,280.00 Task 4.2(i), Flcodplain Evaluation Report $20,560.00 Task 4.20), Biological Assessment(optional) $13,112.00 Task 4.2(k), Section 7 Consultation (optional) $11,696.00 Task 4.2(l)(1), Focused Survey - Casey's June Beetle (optional) $7,500.00 Task 4.2(I)(2), Focused Survey— Burrowing Owl (optional) $6,600.00 Task 4.2(I)(3), Focused Survey—Ground Squirrel (optional) $7,600.00 Task 4.2(m), Archaeological Phase 1.5 Testing (optional) $42,600.00 Task 4.3, Environmental Document Task 4.3(a), Draft Environmental Document $40,488.00 Task 4.3(b), Respond to Comments/Obtain Approval $6,336.00 Task 4.3(c), Mitigation Monitoring Plan $2,376.00 Task 4.3(d), Final Administrative Record $10 688_00 Phase 1 Subtotal $345,588.00 Exhibit"C" Page 1 of 2 EXHIBIT "C" SCHEDULE OF COMPENSATION Task Total Lump Sum PHASE 2 -CIVIL ENGINEERING DESIGN Task 1.0, Final Design Reports and Studies Task 1.1, Geotechnical Design Report $53,100.00 Task 1.1 Ri ht-of-Wa Services $35,000.00 Task 2.0, Plans, Specifications & Estimate (PS&E) Task 2.1, Utility Coordination $15,664.00 Task 22. 35% Details $68,900.00 Task 2.3, 60% Details $57,840.00 Task 2.4, 95% PS&E $64,950.00 Task 2,5, 100% PS&E $23,136.00 Task 2.6, CLOMR/LOMR $7,760.00 Task 3.0, Environmental Permitting Task 3.1a, Section 1602 Streambed Alteration Agreement $6,944.00 Task 4 Construction Bidding Phase Support $2,672.00 Phase 2 Subtotal $335,966.00 Grand Total of Contract $681,554.00 END OF EXHIBIT"C" Exhibit"C" Page 2 of 2 EXHIBIT "D" SCHEDULE OF PERFORMANCE, City and Contractor hereby mutually agree that the nature of the scope of services associated with this Contract, and the requirement to coordinate and obtain approvals by other agencies, including but nol. limited to, Caltrans and FHWA, may cause the term of this contract to exceed initial project schedule estimates. The term of this contract shall automatically extend until such time as required approvals are obtained and all services identified in Exhibit "A" are completed. Phase 1 shall be completed within a time frame required to obtain FHWA approval of an Environmental Document for the project (length undetermined). Phase 1, Task 1 shall be completed as required throughout the duration of Phase 1. Phase 1, Task 2 shall be completed within 50 working days of receipt of a Notice to Proceed for Phase 1 from City. Phase 1, Task 3 shall be completed within 225 working days of receipt of a Notice to Proceed for Phase 1 from City. Phase 1, Task 4 shall be completed within a time frame required to obtain FHWA approval of an Environmental Document for the project (length undetermined). Phase 2 shall be initiated upon receipt of a Notice to Proceed from the City following FHWA approval of an Environmental Document for the project. Phase 2, Task 1 shall be completed within 40 working days of completion of Phase 1, Task 3. Phase 2, Task 2 shall be completed within 140 working days of FHWA approval of an Environmental Document for the project. Phase 2, Task 3 shall be completed as required by the City and other regulatory agencies, as necessary to acquire necessary construction permits, and shall be completed prior to completion of Phase 2, Task 2. Exhibit..o„ Page 1 of 1 ACORO® CERTIFICATE OF LIABILITY INSURANCE GATE (MM pDIYYYY) 12/20/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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 endorsements . PRODUCER AssuredPartners Design Professionals Insurance Services , LLC 3697 Mt. Diablo Blvd., Suite 230 Lafayette CA 94549 CONTACT NAME: Nan Fenick : PHONNo Eti E 510-272.1400 FAX xoEJINL A REss: nancy.f6rrick@assuredpartners.com INSURERS AFFORDING COVERAGE NAICN INSURER A: XL Specialty, Insurance Company 37885 INSURED DOKKEENGI Engineering, Inc. Dok110 en Blue Ravine Rd., Suite 200 110 Blue INSURERS: Trumbull Insurance Company 27120 INSURER C: Sentinel Insurance Coma 11000 NSURERD: Folsom CA 95630 INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER: 1189763730 RFVIRION NUMRFR- 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. .6m TYPE OF INSURANCE EVER POLICYNUMBER POLICY EFF MOLICYEXP LIMITS C X COMMERCIALGENERALUABILRY CLNMSJUADE rx I OCCUR Y Y 84SBVM[4800 12/3WO22 12f312023 EACH OCCURRENCE S1,000,000 DAMAGE TO RENTED PREMISES Ea o mmoal $1,000,000 MED EXP (My one Verson) S 10,000 PERSONAL B ADV INJURY $1,000.000 GEWL AGGREGATE LIMIT APPLIES PER: POLICY EJ CT 1-1LOC GENERAL AGGREGATE $2,000,000 PRODUCTS -COMPIOP AGO $2.000,000 $ OTHER I B AUTOMOSILELIABILRY Y Y 04UEGBD3407 12/31/2022 12/31/2023 COMBINED SINGLE LIMIT Ea acekewd $1,000.000 X BODILY INJURY (Per parson) S ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY 1 S PROPERTY DAMAGE Pere klard f HIRED NON -OWNED AUTOS ONLY AUTOS ONLY f C X UMBRELLA UAS X OCCUR Y Y 94S8WBH800 12/312022 12/311=3 FACHOCCURRENCE $6,000.000 AGGREGATE $5,000,000 EXCEBS LMB CLAIMS -MADE DED RETENTIONS S B WORKERSCOMPENSATION ANDEMPLOYERS'UABILITY YIN ANYPROPRIETOR,PARTNEREXECUTNE OFFICERMEMBEREXCLUDEDY NIA Y 84WEGAU5C27 12/312022 12/312023 X I PER OTH- TATUTE R E.L E.L EACH ACCIDENT $ 1,000,000 E.L DISEASE- EA EMPLOYEE $1,000.000 (Mandatory In NH) If yes. describe under E.1- DISEASE -POLICY LIMIT S1,000,000 DESCRIPTION OF OPERATIONS telou, A Pmtesvonaf Uability DPR5006501 12/31/2022 12f312023 SZODD.WD per Claim f2,000,m0 Annual Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD tat, Additional Remarks Schedule, may Na attached If more space Is repuired) Umbrella is follow form to Underlying General Liability/Auto Liability/Employer's Liability. Ref: All Operations. The City of Palm Springs, its officers, employees and agents and Owner are additional insureds for General Liability per policy form wording. Insurance is primary and non Contributory per policy form. A Waiver of Subrogation applies to Workers' Compensation. CERTIFICATE HOLDER CANCELLATION 30 Dav Notice of Cancellation SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Palm Springs THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Engineering Department Attn: Kathie Hart 3200 E. Tahquitt Canyon Way Palm Springs CA 92262 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Policy # 84SBWBI48CO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PROVISIONS - CALIFORNIA This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM A. It is agreed that paragraph (2) of subsections 6.d. and 6.f. of Section C. - WHO IS AN INSURED is replaced by the following: (2) The insurance afforded by paragraph (1) above does not apply if your acts or omissions, or the acts or omissions of those acting on your behalf, that are alleged to have caused the "bodily injury", "property damage" or "personal and advertising injury", involve professional architectural, engineering or surveying services, including but not limited to: (a) The preparing, approving, editing of or failure to prepare or approve, shop drawings, maps, opinions, reports, surveys, change orders, field orders, designs, drawings, specifications, warnings, recommendations, permit applications payment requests, manuals or instructions; (b) Supervisory, inspection, quality control, architectural, engineering or surveying activities or services; (c) Maintenance of job site safety, construction administration, construction contracting, construction management, computer consulting or design software development or programming service, or selection of a contractor or programming service; (d) Monitoring, sampling, or testing service necessary to perform any of the services included in a. b. or c. above; (e) Supervision, hiring, employment, training or monitoring of others who are performing any of the services included in a., b. or c. above. 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 contract or agreement to provide for such additional insured. B. It is agreed that the following paragraphs are added to the end of subsections 1. and 8. of Section F - OPTIONAL ADDITIONAL INSURED COVERAGES; and it is agreed the following paragraphs replace section b. of subsection 9. of Section F. - OPTIONAL ADDITIONAL INSURED COVERAGES. These paragraphs do not attach or amend the language of any of the other subsections of Section F - OPTIONAL ADDITIONAL INSURED COVERAGES: The insurance afforded by this subsection does not apply if your acts or omissions, or the acts or omissions of those acting on your behalf, that are alleged to have caused the "bodily injury', "property damage" or "personal and advertising injury', involve professional architectural, engineering or surveying services, including but not limited to: (a) The preparing, approving, editing of or failure to prepare or approve, shop drawings, maps, opinions, reports, surveys, change orders, field orders, designs, drawings, specifications, warnings, recommendations, permit applications payment requests, manuals or instructions; (b) Supervisory, inspection, quality control, architectural, engineering or surveying activities or services; (c) Maintenance of job site safety, construction administration, construction contracting, construction management, computer consulting or design software development or programming service, or selection of a contractor or programming service; (d) Monitoring, sampling, or testing service necessary to perform any of the services included in a. b. or c. above; (a) Supervision, hiring, employment, training or monitoring of others who are performing any of the services included in a., b. or c. above. 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 contract or agreement to provide for such additional insured. Form SS 51 14 0417 Page 1 of 1 © 2017, The Hartford Policy # 84SBWB14800 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (f you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or forth the organization or the end of the policy period, whichever is earlier; and b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment Wth respect to "mobile equipment' registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. S. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM Policy# 84SBWB14800 contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed However, no such person or organization is an at the vendors premises in connection with the sale of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F. — Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property damage" arising out of the sole Any person(s) or organization(s) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (I) The exceptions contained in "property damage" included within the Subparagraphs (d) or (f); or "products -completed operations hazard". (it) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual This insurance does not apply to: course of business, in connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person from orgred reason of the assumption of whom You have acquired such products, cq such products, liability in a contract or agreement. or any ingredient, part container, This exclusion does not apply to nying or entering into, accompanying liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only with respect to their liability for "bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 Policy # 84SBNB148DO BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products - completed operations hazard". —� f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products - completed operations hazard", but only if (1) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM Policy # 84SBWBI4800 (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Oflnsurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit a. Damages because of "bodily injury" and "property damage" included in the .'products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. —> 6' b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Page 14 of 24 Form SS 00 08 04 05 Policy# 84S9w1314800 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit', the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit`, single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation, limit set forth in Paragraph 3. above. settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit", and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes d. Obligations At The Insured's Own Cost of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES insured will, except at that insured's own cost voluntarily make a payment,t, assume co GENERAL CONDITIONS any obligation, or incur any expense, other 1. Bankruptcy than for first aid, without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity. You or any additional insured must see to However, this provision does not apply to it that we are notified as soon as "occurrence" the extent that you have agreed in a practicable of an or an written contract, written agreement or offense which may result in a claim. To permit that this insurance is primary and the extent possible, notice should include: noncontributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence" or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or "suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM Policy #84SBW1314800 This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. �> 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner, (3) Tenant Liability That is insurance purchased by you 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; (4) Aircraft, Auto Or Watercraft 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 A. — Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. — Coverages. Page 16 of 24 Form SS 00 08 04 05 Policy # 84SBMI0 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or —� (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all 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. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, 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. This condition does not apply to Medical Expenses Coverage. —� b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 MUEG803 7 Gokken Engineenng. Inc. COMMERCIAL AUTOMOBILE HA 99 16 03 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is a partnership or joint venture, (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A. 1. - WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A. 1. - WHO IS AN INSURED - of Section 11 - Liability Coverage is amended to add: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor and (2) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. D. Additional Insured if Required by Contract (1) Paragraph A. 1. - WHO IS AN INSURED - of Section 11 - Liability Coverage is amended to add: f. When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 1 of 5 The insurance afforded to any such E. Primary and Non -Contributory if additional insured applies only if the Required by Contract "bodily injury" or "property damage" Only with respect to insurance provided to occurs: an additional insured in 1.D. - Additional (1) During the policy period, and Insured If Required by Contract, the (2) Subsequent to the execution of such following provisions apply: written contract, and (3) Primary Insurance When Required By (3) Prior to the expiration of the period Contract of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured. agreement that this insurance be (2) How Limits Apply primary. If other insurance is also primary, we will share with all that other If you have agreed in a written contract insurance by the method described in or written agreement that another Other Insurance S.d. person or organization be added as an additional insured on your policy, the (4) Primary And Non -Contributory To Other most we will pay on behalf of such Insurance When Required By Contract additional insured is the lesser of: If you have agreed in a written contract (a) The limits of insurance specified in or written agreement that this insurance the written contract or written is primary and non-contributory with the agreement; or additional insured's own insurance, this ( b) The Limits of Insurance shown in insurance is primary and we will not seek contribution from that other the Declarations. insurance. Such amount shall be a part of and not Paragraphs (3) and (4) do not apply to other in addition to Limits of Insurance shown insurance to which the additional insured in the Declarations and described in this has been added as an additional insured. Section. When this insurance is excess, we will have no (3) Additional Insureds Other Insurance duty to defend the insured against any "suit" if If we cover a claim or "suit" under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit". If no other insurer by other insurance available to an defends, we will undertake to do so, but we will additional insured, such additional be entitled to the insured's rights against all insured must submit such claim or "suit" those other insurers. to the other insurer for defense and When this insurance is excess over other indemnity. insurance, we will pay only our share of the However, this provision does not apply amount of the loss, if any, that exceeds the sum to the extent that you have agreed in a of: written contract or written agreement (1) The total amount that all such other that this insurance is primary and non- insurance would pay for the loss in the contributory with the additional insured's absence of this insurance; and own insurance. (2) The total of all deductible and self -insured (4) Duties in The Event Of Accident, Claim, amounts under all that other insurance. Suit or Loss We will share the remaining loss, if any, by the If you have agreed in a written contract method described in Other Insurance 5.d. or written agreement that another person or organization be added as an 2. AUTOS RENTED BY EMPLOYEES additional insured on your policy, the Any "auto" hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an "auto" you hire. CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT, CLAIM , SUIT by adding the following: OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 2 of 5 If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 3. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply if you have workers' compensation insurance in -force covering all of your "employees". Coverage is excess over any other collectible insurance. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. 5 PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 6. LOAN/LEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loan/ease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 7. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 8. ELECTRONIC EQUIPMENT - BROADENED COVERAGE a. The exceptions to Paragraphs BA - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto"; (2) Removable from a housing unit which is permanently installed in or upon the covered "auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or © 2011, The Hartford (Includes copyrighted material Form HA 99 16 0312 of ISO Properties, Inc., with its permission.) Page 3 of 5 (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. b.Section III — Version CA 00 01 03 10 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C.2 and Version CA 00 01 10 01 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C are each amended to add the following: $1,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 9. EXTRA EXPENSE - BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. 10. GLASS REPAIR -WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; (2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT,CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 14. HIRED AUTO - COVERAGE TERRITORY Paragraph e. of GENERAL CONDITIONS 7. - POLICY PERIOD, COVERAGE TERRITORY - of SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: e. For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. 15. WAIVER OF SUBROGATION TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS AUTO CONDITIONS is amended by adding the following: © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 4 of 5 We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 16. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V- DEFINITIONS is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 17. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. 18. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non -hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a. If the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,600, of the "non -hybrid" auto's actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," c. Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision, a.A "non -hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b.A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 19. VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 5 of 5 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 84WEGAU5C27 Endorsement Number: Effective Date:12/31/2022 Effective hour is the same as stated. on the Information Page of the policy. Named Insured and Address: Dokken Engineering, Inc. 110 Blue Ravine Rd., Suite 200 Folsom, CA 95630 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Policy Expiration Date: 12/31/2023