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Sterns, Conrad and Schmidt Consulting Engineers Inc; 2025-03-31; PSA25-3694ENV
PSA25-3694ENV City Attorney Approved Version 5/22/2024 Page 2 AGREEMENT FOR SOLID WASTE CONSULTANT SERVICES STERNS, CONRAD AND SCHMIDT CONSULTING ENGINEERS, INC. THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2025, by and between the City of Carlsbad, California, a municipal corporation ("City") and Sterns, Conrad and Schmidt Consulting Engineers, Inc. , a Virginia corporation ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in solid waste solid waste consulting services. B. Contractor has the necessary experience in providing professional services and advice related to solid waste consulting services. C. Carlsbad Municipal Code Section 3.28.100 (Cooperative Purchasing) provides that the purchasing officer may buy directly from a vendor at a price established by another public agency when the other agency has made their purchase in a competitive manner (i.e., piggyback). D. The City of Anaheim entered into an agreement with Contractor on June 13, 2023, which issued Request for Proposals dated March 9, 2023, for solid waste consultant services on an as-needed basis. E. Contractor has agreed to extend the same pricing in the City of Anaheim’s solid waste consultant services agreement, to the City of Carlsbad. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are described and delineated in the Agreement with the City of Anaheim provided in its entirety as Exhibit "A" and incorporated by this reference, and the Contractor’s proposal provided in as Exhibit “B.” To the extent that any of the terms in Exhibit “A”, including any exhibits, conflict with the terms of this Agreement, in whole or in part, the terms of this Agreement control. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective from the date first above written to March 31, 2026. The City Manager may amend the Agreement or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed Seventy-three thousand six hundred seventy-five ($73,675). No other compensation for the Services will Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 31st March PSA25-3694ENV City Attorney Approved Version 5/22/2024 Page 3 be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed Seventy-three thousand six hundred seventy-five ($73,675) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A." Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 5. CONSTRUCTION MANAGEMENT SOFTWARE Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. The Contractor is required to create a free web-based Procore user account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system. Unless the Engineer approves otherwise, the Contractor shall process all project documents through Procore because this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification- subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of the Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore. It is recommended that the Contractor provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on-site individual to provide real-time access to current posted drawings, specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve the contractor of any other requirements as may be specified in the contract documents. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 PSA25-3694ENV City Attorney Approved Version 5/22/2024 Page 4 7. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 8. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 8.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 8.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 8.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 PSA25-3694ENV City Attorney Approved Version 5/22/2024 Page 5 8.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 8.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 8.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 8.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 8.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 8.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City. 8.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 8.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 8.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 8.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 9. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 10. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 PSA25-3694ENV City Attorney Approved Version 5/22/2024 Page 6 11. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City For Contractor Name Avecita Jones Name Michelle Leonard Title Senior Program Manager Title Senior Vice President Department Public Works Address 438 S. Marengo Ave City of Carlsbad Pasadena, CA 91101 Address 1635 Faraday Ave Phone No. 626-315-8138 Carlsbad, CA 92008 Email mleonard@scsengineers.com Phone No. 442-339-2542 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 12. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ 13. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 14. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering Thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 PSA25-3694ENV City Attorney Approved Version 5/22/2024 Page 7 work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 15. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor 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 making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 16. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 17. JURISDICTION AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 18. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 19. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 20. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 PSA25-3694ENV City Attorney Approved Version 5/22/2024 Page 8 understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. 21. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. [signatures on following page] Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 PSA25-3694ENV City Attorney Approved Version 5/22/2024 Page 9 CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California STERNS, CONRAD AND SCHMIDT CONSULTING ENGINEERS, INC. , a Virginia corporation By: By: (sign here) Sheila Cobian, Assistant City Manager as authorized by the City Manager Michelle Leonard, Senior Vice President (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Deputy City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney By: _____________________________ Assistant City Attorney Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 PSA25-3694ENV; Exhibit "A" Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 p,C, rt-IL/ 17 7 AGREEMENT _,,,,, THIS AGREEMENT, dated for purposes of identification only this /Q__ day of , 2023, is made and entered into by and between the CITY OF ANAHEIM, a municipal corporation, hereinafter referred to as "ANAHEIM," A N D STEARNS, CONRAD AND SCHMIDT CONSULTING ENGINEERS, INC., a Virginia corporation, hereinafter referred to as "CONSULTANT." ANAHEIM and CONSULTANT are sometimes individually referred to herein as "Party" and collectively as "Parties." W IT NE S S ETH: WHEREAS, ANAHEIM is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City; and WHEREAS, ANAHEIM desires to obtain the services of a consulting firm to provide solid waste consultant services on an on-call, as-needed basis to support ANAHEIM'S Public Works Department; and WHEREAS, CONSULTANT has submitted a proposal dated March 31, 2023, to provide said services, the terms of which including compensation are acceptable to ANAHEIM, except as modified by this Agreement; and WHEREAS, ANAHEIM has reviewed the previous experience and evaluated the expertise of CONSULTANT, and desires to retain CONSULTANT to render professional services under the terms and conditions set forth in this Agreement, and WHEREAS, the public interest, economy, and general welfare will be served by this Agreement. NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS: PSA25-3694ENV; Exhibit "A" (cont'd) Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 1. SERVICES TO BE PROVIDED BY CONSULTANT I.I Scope of Work. CONSULTANT shall provide "On-Call" solid waste consulting services as described in the Request for Proposal (RFP) and Proposal for Consulting Services on an As- Needed Basis (Proposal) both of which are attached hereto as Exhibit "A" and incorporated herein by this reference. A. Request for Work Order Proposal. When Services estimated to cost in excess of Fifty Thousand Dollars and No Cents ($50,000.00) are required by ANAHEIM, ANAHEIM will issue a Request for Work Order Proposal (RFWOP) for the specific project, including a specific scope of work, schedule for completion of the Project, ANAHEIM's Project Manager's name, and other data specific to that RFWOP. If CONSULTANT elects not to submit a Proposal in response to the RFWOP, it shall so indicate in writing to ANAHEIM within the time stated in the RFWOP for response. If CONSULTANT elects to submit a Proposal, CONSULTANT shall submit, within the time stated in the RFWOP, an electronic Proposal setting forth the following: (i) a detailed description of the services to be provided; (ii) the position of each person to be assigned to perform the services, and the name of the individuals to be assigned, if available; (iii) the estimated number of hours and cost to complete the services; (iv) the time needed to finish the specific project; and (v) other information requested in that RFWOP. ANAHEIM will open the proposal(s) at the time and place stated in the RFWOP. Selection of the firm to complete the specific project requested in the RFWOP shall be based on the criteria set forth herein. Failure to promptly commence work and/or diligently pursue such work to completion may be grounds for termination of this Agreement. No services shall be provided pursuant to a Proposal until the Director of the Public Works Department, or her/his designee, has provided written acceptance of the Proposal. Once authorized to proceed, CONSULTANT shall diligently perform the duties in the approved Proposal. B. Request for Work Order Proposal. For general advice and small projects where the Services to be rendered by CONSULTANT are estimated to cost less than of Fifty Thousand Dollars and No Cents ($50,000.00), ANAHEIM's Director of Public Works, or his/her designee, may request/approve a proposal from CONSULTANT either orally or in writing. C. No Guarantee of Work. Nothing in this Agreement shall be construed or intended as promise or guarantee that CONSUL TANT will be assigned any amount of work or shall receive any 2 PSA25-3694ENV; Exhibit "A" (cont'd) Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 minimum compensation except as such work or services may be requested from CONSULTANT in the sole discretion of ANAHEIM. 1.2. Non-Exclusive Agreement. CONSULTANT acknowledges that ANAHEIM may enter into agreements similar to this Agreement with other consultants. It is understood and agreed that individual work orders will be awarded to the CONSULTANT most qualified in ANAHEIM's opinion to provide services to ANAHEIM, in accordance with the scheduled completion date, based upon the criteria set forth in Council Policy No. 4.1. 1.3 Familiarity with Work. By executing this Agreement and submitting a Proposal, CONSULTANT represents and warrants that CONSULT ANT: (i) will thoroughly investigate and consider the Services to be performed in the RFWOP; (ii) will carefully consider how the Services should be provided; and (iii) fully understands the facilities, difficulties and restrictions attending the provision of the Services under this Agreement. Should CONSULT ANT discover any latent or unknown conditions materially differing from those inherent in the provision of such Services or as represented by ANAHEIM, CONSULTANT shall immediately inform ANAHEIM of such fact and shall not proceed except at CONSULTANT's risk until written instructions are received from ANAHEIM. 1.4 Representatives of CONSULTANT. CONSUL TANT shall assign the appropriate key personnel in performing the Services under this Agreement and described in the RFP and Proposal. CONSULTANT shall give a minimum of thirty (30) days advance written notice and receive ANAHEIM's written approval prior to substitution of the representative(s) designated pursuant to this Section and in CONSULTANT's Proposal. 1.5 Conflicting Provisions. In the event of conflicting provisions, the provisions shall govern in the following order: (1) this Agreement; (2) the Request for Work Order Proposal (and any Addendums); (3) the Notice to Proceed; (4) the Proposal. 2. TERM The term of this Agreement shall commence on the date this Agreement is approved by the City Council of ANAHEM and shall terminate three (3) years thereafter, unless sooner terminated as provided herein ("Initial Term"). The Director is hereby authorized to renew this Agreement upon the same terms and conditions for no more than two (2) additional one year terms after the Initial Term ("Renewal Term"), unless CONSULTANT provides written notice of termination no less than thirty (30) days prior to completion of the term in progress; provided however, that compensation rates may be adjusted during the renewal of each subsequent term (hereinafter the phrases "Initial Term" and "Renewal Term," if any, shall be 3 PSA25-3694ENV; Exhibit "A" (cont'd) Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 collectively referred to as the "Term"). The Director of Public Works is authorized to extend the term of the Agreement for such time as is necessary for completion of outstanding Work Order Packages in progress at that time. In no event, however, shall such extension exceed six ( 6) months. 3. TIME OF PERFORMANCE 3 .1 Time is of the essence in the performance of this Agreement and the Services shall be performed to completion in a diligent and timely manner. The failure by CONSULTANT to perform the Services in a diligent and timely manner may result in termination of this Agreement by ANAHEIM. 3.2 The time period(s) specified 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 CONSULTANT, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, pestilence, and other natural catastrophes, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, civil disturbance or disobedience, sabotage, restraint by court order or public authority and action or non-action by or inability to obtain the necessary authorization or approvals from any governmental agency or authority, and/or acts of any governmental agency, including ANAHEIM, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence has been unable to overcome, if CONSULTANT shall within ten (10) days of the commencement of such delay notify the Project Administrator in writing of the causes of the delay. The Project Administrator shall ascertain the facts and the ·extent of delay, and may extend the time for performing the Services for the period of the enforced delay if, in the judgment of the Project Administrator, such delay is justified. The Project Administrator's determination shall be final and conclusive upon the Parties to this Agreement. In the event of delay, however caused, CONSULTANT's sole remedy shall be an extension of this Agreement pursuant to this Section and CONSULTANT shall not be entitled to recover damages against ANAHEIM. 4. COMPENSATION 4.1 ANAHEIM shall pay CONSULTANT for the Services satisfactorily rendered pursuant to this Agreement in accordance with the hourly rates set forth in the Proposal under "Consulting Fees", which is attached hereto as Exhibit A and incorporated herein by this reference. CONSULT ANT and ANAHEIM agree that no changes to the hourly rates set forth in Exhibit A shall be made during the Term of this Agreement without the prior written authorization of the Director of Public Works. It is understood by and agreed between the Parties to this Agreement that full and complete payment for all Services provided and expenses incurred during a Fiscal Year, shall not exceed the sum of One Million Dollars ($1,000,000.00) (hereinafter the "Contract Amount"). 4.2 Except as specifically provided herein, no additional services beyond the scope of this Agreement shall be rendered by CONSULT ANT unless previously authorized in writing by ANAHEIM. 4 PSA25-3694ENV; Exhibit "A" (cont'd) Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 4.3 CONSULTANT shall submit monthly invoices to ANAHEIM describing the work performed the preceding month. CONSULTANT's bills shall include the name of the person who performed the work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all work billed on an hourly basis, and a description of any reimbursable expenditures. ANAHEIM shall pay CONSULT ANT no later than thirty (30) days after approval of the monthly invoice by ANAHEIM staff. 4.4 All Parties recognize that the continuation of this Agreement after the close of any fiscal year of ANAHEIM, which fiscal year ends on June 30 of each year, shall be subject to budget approval providing for or covering such contract items as an expenditure in said budget. ANAHEIM does not represent that said budget item will be actually adopted, said determination being the determination of the City Council at the time of the adoption of the budget herein. No penalty shall accrue to ANAHEIM in the event this provision shall be exercised. Should termination be accomplished in accordance with this Section, a settlement shall be negotiated by the Parties based on items delivered, services provided, monies paid and monies due. 5. PROJECT MANAGER 5.1 CONSULTANT shall designate a Project Manager, who shall coordinate the Services. This Project Manager shall be available to ANAHEIM at all reasonable times during the Term of this Agreement. It is expressly understood that the experience, knowledge, capability and reputation of the Project Manager is a substantial inducement for ANAHEIM to enter into this Agreement. Therefore, the foregoing Project Manger shall be responsible during the Term of this Agreement for directing all activities of CONSULTANT and devoting sufficient time to personally supervise the provision of Services hereunder. The foregoing Project Manager may not be changed by CONSULTANT and no other personnel may be assigned to supervise the Services to be provided hereunder without the express written consent of ANAHEIM. 5.2 Any personnel or subconsultant, if any, who fail or refuse to perform the Services in a manner acceptable to ANAHEIM, or who are determined by ANAHEIM, in its sole discretion, to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, or a threat to the safety of persons or property, shall be promptly removed from the Project by CONSULTANT at the request of ANAHEIM. CONSULTANT warrants that it will continuously furnish the necessary personnel to complete the Services on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the Public Works Department. The employees of the Public Works Department shall be authorized to take the following actions pursuant to this Agreement: 5 PSA25-3694ENV; Exhibit "A" (cont'd) Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 (i) The Director of Public works is authorized to take any and all actions on behalf of ANAHEIM as set forth herein and to terminate services in accordance with Section 25 of this Agreement. (ii) The Project Administrator is authorized to take those specific actions set forth herein and review and approve all Services performed by CONSULT ANT under this Agreement. The Project Administrator shall not be authorized to approve Extra Work, change billing rates or terminate Services under this Agreement. 7. STANDARDOFCARE 7.1 CONSULTANT shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. CONSULTANT represents and maintains that it is skilled in the professional calling necessary to perform the Services. CONSULTANT warrants that all employees and subconsultants, if any, shall have sufficient skill and experience to perform the Services assigned to them. By delivery of completed work, CONSULTANT certifies that the work conforms to the requirements of this Agreement; all applicable federal, state and local laws; and the professional standard of care. 7.2 CONSULTANT represents and warrants to ANAHEIM that it has, shall obtain, and shall keep in full force in effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of CONSULT ANT to practice its profession. CONSULT ANT shall maintain a City of Anaheim business license during the term of this Agreement. 8. FAMILIARITY WITH WORK By executing this Agreement, CONSULT ANT represents and warrants that CONSULTANT: (i) has thoroughly investigated and considered the Services to be performed; (ii) has carefully considered how the Services should be provided; and (iii) fully understands the facilities, difficulties and restrictions attending the provision of the Services under this Agreement. Should CONSULTANT discover any latent or unknown conditions materially differing from those inherent in the provision of such Services or as represented by ANAHEIM, CONSULTANT shall immediately inform ANAHEIM of such fact and shall not proceed except at CONSULT ANT's risk until written instructions are received from ANAHEIM. 9. INDEPENDENT CONTRACTOR 9.1 Neither ANAHEIM nor any of its employees shall have any control over the manner, mode or means by which CONSULTANT, its agents or employees, perform the services required herein, except as otherwise set forth herein. Except as expressly provided herein, ANAHEIM shall have no voice in the selection, discharge, supervision or control of CONSULTANT's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. CONSULTANT shall perform all services required herein as an independent contractor of ANAHEIM and shall remain at all times as to ANAHEIM a wholly independent contractor with only such obligations as are consistent with that role. CONSULTANT shall not at any time or in any manner represent that it or any of its agents or 6 PSA25-3694ENV; Exhibit "A" (cont'd) Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 employees are agents or employees of ANAHEIM. ANAHEIM shall not in any way or for any purpose become or be deemed to be a partner of CONSULTANT in its business or otherwise or a joint venture or a member of any joint enterprise with CONSULTANT. 9.2 In consideration for the compensation paid to CONSULTANT by ANAHEIM, CONSULTANT agrees that ANAHEIM shall not be liable or responsible for any benefits, including, but not limited to, worker's compensation, disability, retirement, life, unemployment, health or any other benefits and CONSULTANT agrees that it shall not sue or file a claim, petition or application therefore against ANAHEIM or any of its officers, employees, agents, representatives or sureties. 10. INSURANCE 10.1 Without limiting ANAHEIM'S right to indemnification, it is agreed that CONSULTANT shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, insurance coverage as follows: .01 Workers' Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000,000 per occurrence/accident/illness/injury . . 02 Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, as well as Independent CONSULTANT'S Liability where appropriate, in an amount not less than $2,000,000 per occurrence, $4,000,000 annual aggregate, written on an occurrence form. Such insurance shall be written on a primary basis but may include a deductible or self-insured retention of more than $10,000 per occurrence, provided that such deductible or self-insured retention is disclosed to ANAHEIM, in writing, at the inception of this Agreement. .03 Commercial Automobile Liability Coverage including-as applicable-owned, non-owned, and hired autos, in an amount not less than $2,000,000 per occurrence, combined single limit, as required by California law . . 04 Professional Liability Insurance, inclusive of Cyber Liability Insurance, where required, in an amount not less than $2,000,000 per occurrence or per claim. Such insurance shall be written on a primary basis, but may include a deductible or self- insured retention of more than $10,000 per occurrence, provided that such deductible or self- insured retention is disclosed to ANAHEIM, in writing, at the inception of this Agreement. Any required coverage written with primary and excess layers to satisfy the minimum requirements of this Agreement must be submitted for approval by ANAHEIM's Risk Manager prior to the inception of the final Agreement. 10.2 CONSULTANT agrees that this insurance shall not be voluntarily cancelled by CONSULTANT or limited in scope or coverage by CONSULTANT until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 7 PSA25-3694ENV; Exhibit "A" (cont'd) Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 200 S. Anaheim Blvd., Anaheim, CA 92805. This does not apply to cancellation for non- payment of premium, which requires notice of not less than ten (10) days. 10.3 Each insurance policy required by this Agreement shall contain the following clause or shall otherwise provide for the following conditions: Each insurance policy required by this Agreement, except policies for Professional Liability and Workers' Compensation, shall contain the following clauses or shall otherwise provide for the following conditions: .01 "It is agreed that any insurance maintained by CONSULTANT pursuant to this Agreement shall be primary to, and not contribute with, any insurance or self- insurance maintained by the City of Anaheim." .02 "The City of Anaheim, its officers, agents, employees, representatives and ANAHEIM-designated volunteers are added as additional insured as respects the acts, omissions, operations and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim." 10.4 Prior to commencing any work under this Agreement, CONSULT ANT shall deliver to ANAHEIM insurance certificates confirming the existence of the insurance required under this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, CONSULTANT shall provide ANAHEIM (i) endorsements to the insurance policies that add to these policies the applicable clauses referenced above, or (ii) in lieu of said endorsements, documentation acceptable to ANAHEIM evidencing that the coverage, terms, and conditions set forth in the above-referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with insurers (i) admitted to write insurance in California, (ii) possessing an A. M Best's rating of A VII or higher, or (iii) otherwise acceptable to ANAHEIM, with prior written permission from ANAHEIM. In the event that a claim or other legal action is filed against ANAHEIM, and if ANAHEIM, in its good faith opinion, believes it may have coverage under any of the insurance required herein, then ANAHEIM has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; provided, however, that this provision shall not apply if the parties agree that CONSULTANT shall fully defend, hold harmless, and indemnify ANAHEIM against any such claim or other legal action. 10.5 In addition to other remedies ANAHEIM may have if CONSULTANT fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, ANAHEIM may, at its sole option: .01 Order CONSULTANT to stop work under this Agreement and/or withhold any payment(s) that become due to CONSULTANT hereunder until CONSULTANT demonstrates compliance with the requirements hereof; or .02 Terminate this Agreement. 8 PSA25-3694ENV; Exhibit "A" (cont'd) Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 Exercise of any of the above remedies, however, is an alternative to other remedies ANAHEIM may have and is not the exclusive remedy for CONSULTANT'S failure to maintain insurance or secure appropriate endorsements. 10.6 Nothing herein contained shall be construed in any way as limiting the extent that a CONSULTANT may be held responsible for payments of damages to persons or property resulting from CONSULTANT'S, (or CONSULTANT'S AGENT or SUB-AGENT, if any) performance of the work covered under this Agreement. I 0. 7 In the event CONSULTANT hires other persons or firms to perform some of the work related to this Agreement, CONSULTANT shall ensure (i) that the acts or omissions of such persons or firms are covered under the above-referenced liability insurance, or (ii) that such firms maintain insurance equal to or better than, and subject to the same limits, terms and conditions as, the insurance required of CONSULT ANT under this Agreement ( except for firms that are not performing professional services-such firms shall not be required to carry the above-referenced professional liability insurance); and in either instance, CONSULTANT shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to ANAHEIM. 10.8 ANAHEIM'S Risk Manager is hereby authorized to amend the requirements set forth herein in the event that such reduction is in ANAHEIM'S best interest. I I. INDEMNIFICATION 11.1 As respects acts, errors or omissions in the performance of professional services, CONSULTANT agrees to indemnify and hold harmless ANAHEIM, its officials, officers, and employees from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature, directly arising out of the negligent acts, errors or omissions of the CONSULTANT or any SUB-AGENT in the performance of professional services under this Agreement. 11.2 As respects all acts, errors or om1ss1ons that do not arise directly out of the performance of professional services, including but not limited to those acts, errors or omissions typically covered by general and automobile liability insurance, CONSULTANT agrees to indemnify, defend (at ANAHEIM'S option), and hold harmless ANAHEIM, its officials, officers, employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature ( collectively referred to hereinafter as "Claims"), arising out of or in connection with CONSULTANT'S (or CONSULTANT'S AGENT or SUB-AGENT, if any) acts, errors, omissions, or work, relative to this Agreement; except for those Claims that arise out of the sole negligence or willful misconduct of ANAHEIM. 11.3 The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether or not ANAHEIM, CONSULTANT, or any other person maintains, or fails to maintain, insurance coverage, or a self-insurance program, for any such Claims; and (ii) shall survive the termination of this Agreement. 12. PREVAILING WAGES 9 PSA25-3694ENV; Exhibit "A" (cont'd) Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 Where required pursuant to the provisions of the State of California Labor Code or the Davis Bacon Act, not less than the general prevailing rate of per diem wages including legal holidays, and overtime work for each craft or type of workman needed to execute the work contemplated under this Agreement, shall be paid to all workmen employed on the work to be done according to this contract by CONSUL TANT or any approved Subcontractor, and shall be deemed to include employer payments for health and welfare, pension, vacation and similar purposes. If both the Davis-Bacon Act and State of California prevailing wage laws apply and the federal and state prevailing rate of per diem wages differ, CONSULTANT and Subcontractor, if any, shall pay the higher of the two rates. Said prevailing rate of per diem wages are on file at the City of Anaheim, Office of the City Clerk, 200 South Anaheim Boulevard, Anaheim, California 92805, and are available to any interested party on request. 13. PROGRESS CONSULTANT is responsible for keeping the Project Administrator and/or his/her duly authorized designee informed on a regular basis regarding the status and progress of the Services, activities performed and planned, and any meetings that have been scheduled or are desired. 14. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS The Parties recognize that a substantial inducement to ANAHEIM for entering into this Agreement is the professional reputation, experience and competence of CONSULTANT. Neither the whole nor any interest in, nor any of the rights or privileges granted under this Agreement shall be assigned, transferred or encumbered in any way without the prior written consent of ANAHEIM. Any such purported assignment, transfer, encumbrance, pledge, subuse, or permission given without such consent shall be void as to ANAHEIM. If ANAHEIM approves an assignment or transfer, this Agreement and the covenants and conditions contained herein shall be binding upon and inure to the benefit of and shall apply to the permitted successors and assigns of CONSULTANT. 15. SUBCONTRACTING Except for those subcontractors set forth in the Scope of Services, if any, CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of ANAHEIM. CONSULTANT shall be fully responsible to ANAHEIM for all acts and omissions of any approved subcontractor. Nothing in this Agreement shall create any contractual relationship between ANAHEIM and subcontractor nor shall it create any obligation on the part of ANAHEIM to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. ANAHEIM is an intended beneficiary of any work performed by any subcontractor for purposes of establishing a duty of care between the subcontractor and ANAHEIM pursuant to this Agreement. 16. USE AND OWNERSHIP OF DOCUMENTS AND DATA 16.1 ANAHEIM shall furnish to CONSULTANT such documents and materials as may be relevant and pertinent to the provision of services hereunder as ANAHEIM may possess or acquire. 10 PSA25-3694ENV; Exhibit "A" (cont'd) Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 16.2 All documents and materials furnished by ANAHEIM to CONSULT ANT pursuant to Section 16.1 shall remain the property of ANAHEIM and shall be returned to ANAHEIM upon termination of this Agreement, for any reason. All documents or material prepared or caused to be prepared by CONSULTANT, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of ANAHEIM, and ANAHEIM shall have the sole right to use such materials in its discretion without further compensation to CONSULTANT or any other party. CONSULTANT shall, at CONSULTANT's sole cost and expense, provide such documents and material to ANAHEIM upon prior written request. Documents and material prepared by CONSULTANT pursuant to this Agreement are not intended or represented to be suitable for reuse by ANAHEIM or others on any other project. Any use of completed documents for other projects and any use of incomplete documents without specific written authorization from CONSULTANT will be at ANAHEIM's sole risk and without liability to CONSULTANT. Further, any and all liability arising out of changes made to CONSULTANT's deliverables under this Agreement by ANAHEIM or persons other than CONSULTANT, is waived against CONSULTANT and ANAHEIM assumes full responsibility for such changes unless ANAHEIM has given CONSULTANT prior notice and has received from CONSULTANT written consent for such changes. 17. CONFIDENTIALITY All documents, including drafts, preliminary drawings or plans, notes, ideas and communications that result from the Services provided under this Agreement, shall be kept confidential by CONSULTANT unless ANAHEIM authorizes, in writing, the release of said information. 18. INTELLECTUAL PROPERTY INDEMNITY CONSULTANT shall defend and indemnify ANAHEIM, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by CONSULTANT to ANAHEIM pursuant to this Agreement. 19. RECORDS CONSULTANT shall keep records and invoices in connection with the work to be performed under this Agreement. CONSULT ANT shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to ANAHEIM, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to CONSULT ANT under this Agreement. All such records and invoices shall be clearly identifiable. CONSULTANT shall allow a representative of ANAHEIM to examine, audit and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. CONSULT ANT shall allow inspection of all work, data, Documents, proceedings and 11 PSA25-3694ENV; Exhibit "A" (cont'd) Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 activities related to this Agreement for a period of three (3) years from the date of final payment to CONSULT ANT under this Agreement. 20. WITHHOLDINGS ANAHEIM may withhold payment to CONSULT ANT of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. CONSULTANT shall not discontinue work as a result of such withholding. CONSULTANT shall have an immediate right to appeal to the City Manager or his Designee with respect to such disputed sums and his/her decision shall be final. CONSULT ANT shall be entitled to receive interest on any withheld sums at the rate of return that ANAHEIM earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 21. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of CONSULTANT which result in expense to ANAHEIM greater than what would have resulted if there were not errors or omissions in the work accomplished by CONSULTANT, the additional cost and expense shall be borne by CONSULTANT. Nothing in this paragraph is intended to limit ANAHEIM's rights under the law or any other sections of this Agreement. 22. ANAHEIM'S RIGHT TO EMPLOY OTHER CONSULTANTS CONSULTANT acknowledges and agrees that this Agreement and the provision of services hereunder are nonexclusive and that ANAHEIM may enter into similar agreements with other entities for the provision of similar services. 23. CONFLICTS OF INTEREST The CONSULTANT or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which: (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement; and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, CONSULTANT shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by ANAHEIM. CONSULTANT shall indemnify and hold harmless ANAHEIM for any and all claims for damages resulting from CONSULTANT's violation of this Section. 12 PSA25-3694ENV; Exhibit "A" (cont'd) Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 24. NOTICES All notices, demands or other writings to be made, given or sent hereunder, or which may be so given or made or sent by either ANAHEIM or CONSULTANT to the other shall be deemed to have been given when in writing and personally delivered or if mailed on the third (3rd) day after being deposited in the United States mail, certified or registered, postage prepaid, and addressed to the respective Parties at the following addresses: If to ANAHEIM: With copies to: To CONSULTANT: City Clerk City of Anaheim 200 S. Anaheim Boulevard, 2nd Floor Anaheim, California 92805 FAX No. (714) 765-4105 City of Anaheim Public Works Department, Operations Division 400 E. Vermont Avenue Anaheim, California 92805 FAX No. (714) 765-6842 SCS Engineers Attention: Vita Quinn, MBA 438 S. Marengo Avenue Pasadena, California 91101 Telephone: (626) 792-9593 25. ENFORCEMENT OF AGREEMENT 25.1 Events of Default. .01 For purposes of this Section 25, the word "Default" shall mean the failure of CONSULTANT to perform any of CONSULTANT's duties or obligations or the breach by CONSULTANT of any of the terms and conditions set forth in this Agreement. In addition, CONSULTANT shall be deemed to be in Default upon CONSULTANT's (i) application for, consent to, or suffering of, the appointment of a receiver, trustee or liquidator for all or a substantial portion of its assets; (ii) making a general assignment for the benefit of creditors; (iii) being adjudged bankrupt; (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing); or (v) suffering or permitting to continue unstayed and in effect for fifteen (15) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of CONSULTANT's assets or of CONSULT ANT's interests hereunder . . 02 ANAHEIM shall not be deemed to be in Default in the performance of any obligation required to be performed by ANAHEIM hereunder unless and 13 PSA25-3694ENV; Exhibit "A" (cont'd) Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 until ANAHEIM has failed to perform such obligation for a period of thirty (30) days after receipt of written notice from CONSULTANT specifying in reasonable detail the nature and extent of any such failure; provided, however, that if the nature of ANAHEIM's obligation is such that more than thirty (30) days are required for its performance, then ANAHEIM shall not be deemed to be in Default if ANAHEIM shall commence to cure such performance within such thirty (30) day period and thereafter diligently prosecute the same to completion. 25.2 Immediate Termination for CONSULTANT's Default. In the event of any Default by CONSULTANT, ANAHEIM may immediately terminate this Agreement. Such termination shall be effective immediately upon receipt by CONSULTANT of written notice from ANAHEIM. In such event, CONSULTANT shall have no further rights hereunder, and ANAHEIM shall have all other rights and remedies as provided by law. 25.3 Termination without Cause. ANAHEIM may terminate this Agreement at any time without the necessity of cause or Default by giving seven (7) days notice in writing to CONSULTANT. In such event, the Parties shall have no further rights hereunder, except that CONSULTANT shall be paid for all services adequately rendered prior to such termination. CONSULT ANT may not terminate this Agreement except for cause. 26. COMPLIANCE WITH ALL LAWS CONSULTANT shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by CONSULT ANT shall conform to applicable local, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator. 27. WAIVER A waiver by either Party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28. INTEGRATED CONTRACT This Agreement and the exhibits hereto contain the entire agreement of ANAHEIM and CONSULTANT with respect to the matters covered hereby, and no agreement, statement or promise made by either ANAHEIM or CONSULTANT which is not contained herein, shall be valid or binding. No prior agreement, understanding or representation pertaining to any such matter shall be effective for any purpose. 29. CONFLICTS OR INCONSISTENCIES In the event there are any conflicts or inconsistencies between this Agreement and the Exhibits or any other attachments attached hereto, the terms of this Agreement shall govern. 30. INTERPRETATION 14 PSA25-3694ENV; Exhibit "A" (cont'd) Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 Each Party acknowledges that he / she / it has had the benefit of advice of competent legal counsel with respect to its decision to enter this Agreement. The provisions of this Agreement shall be interpreted to give effect to their fair meaning and shall be construed as prepared by both Parties. 31. AMENDMENTS This Agreement may be modified or amended only by a written document executed by both CONSULTANT and ANAHEIM and approved as to form by the City Attorney. 32. SEVERABILITY If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of its terms and provisions to persons and circumstances other than those to which it has .been held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 33. REMEDIES CUMULATIVE The remedies given to ANAHEIM and CONSULTANT herein shall be cumulative and are given without impairing any other rights given ANAHEIM or CONSULT ANT by statute or law now existing or hereafter enacted and the exercise on any one (1) remedy by ANAHEIM or CONSULTANT shall not exclude the exercise of any other remedy. 34. NO THIRD PARTY BENEFICIARIES The Parties intend that no rights nor remedies be granted to any third party as a beneficiary of this Agreement or of any covenant, duty, obligation or undertaking established herein. 35. CONTROLLING LAW AND VENUE The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 36. DISCRIMINATION CONSULT ANT agrees not to discriminate against any person or class of persons by reason of sex, color, race, creed, religion, marital status, handicap, ancestry, national origin or other prohibited basis in its provision of Services or hiring of subcontractors or employees. To the extent this Agreement provides that CONSULT ANT offer accommodations or services to the 15 PSA25-3694ENV; Exhibit "A" (cont'd) Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 public, such accommodations or services shall be offered by CONSULT ANT to the public on fair and reasonable terms. 37. AUTHORITY Each individual executing this Agreement on behalf of a corporation, nonprofit corporation, partnership or other entity or organization, represents and warrants the he or she is duly authorized to execute and deliver this Agreement on behalf of such entity or organization and that this Agreement is binding upon the same in accordance with its terms. CONSULTANT shall, at ANAHEIM's request, deliver a certified copy of it governing board's resolution or certificate authorizing or evidencing such execution. 38. EFFECTIVE DATE This Agreement shall be effective on the date on which this Agreement is approved by the City Council of ANAHEIM ("Effective Date"). [Remainder of page intentionally left blank; signatures on next page] 16 PSA25-3694ENV; Exhibit "A" (cont'd) Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 IN WITNESS WHEREOF, the Patties hereto have caused this Agreement to be executed on the dates hereinafter respectively set forth . Date: &/J5/z 3 --------<------''--'------- APPROVED AS TO FORM: ROBERT FABELA, CITY ATTORNEY Attachments: Exhibit A 148850 17 CITY OF ANAHEIM A municipal corporation "'ANAHEIM'' STEARNS, CONRAD AND SCHMIDT CONSUL TING ENGINEERS, INC., a Virginia corporation By~~ Title: &~...c \l,c .. A .. Qr.u,~-\- Printed Name: ""-\t./Ylt:\\J!: ~, Le:::n "-'Mi) "'CONSUL TANT" PSA25-3694ENV; Exhibit "A" (cont'd) Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 EXHIBIT A -GENERAL SCOPE OF WORK The services to be perfonned for the Projects and Programs may include but are not to be limited to the following: TASKS RELATED TO SOLID WASTE PROGRAMS Contract Management and Oversight Assistance • Recycling and Solid Waste Contract Management and Negotiations • Mandated Compliance and Diversion Program Implementation • Monitor, review, and analyze monthly tonnage and customer count reports submitted by the contractor • Disposal Report Reconciliation • Performance Monitoring Financial Analysis and Studies • Solid Waste Impact Fee Reviews • Solid Waste, Recycling, and Organics Rate Analysis • Audits • Rate Development and Validation • Financial Analysis and Forecasting • Prop Forma Financial Statements Educational Programs and Public Outreach • Strategic/Public Relations Marketing • Public Outreach and Educational Programs • Evaluate and plan future program needs Solid Waste and Recycling Legislation • Sustainability, Planning, Implementation and Monitoring • Track solid waste legislation, regulations, CalRecycle policy decisions and other solid waste issues • Revise municipal codes for consistency with new legislation and services • Assist with legislative and grant reporting 1 PSA25-3694ENV; Exhibit "A" (cont'd) Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 General Support • Provide additional support to Public Works staff as may be necessary • Recycling and Solid Waste Management and Operational Reviews • General advice on various waste management-related inquires and miscellaneous tasks • Prepare memos, staff reports, and general correspondence • Prepare and present materials in presentation form to City staff and City officials Attend Meetings • Attendance of month, bi-monthly, or quarterly meetings with City and Waste Hauler as needed 2 February 18, 2025 Avecita Jones Senior Program Manager, Sustainable Materials Management City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 Subject: Proposal to Conduct Hauler Rate Analysis – Year 4 Cost Based Price Increase Proposal Dear Ms. Jones: The City of Carlsbad (City) franchises its collections to Republic Services (Republic or Hauler). Every fourth year, per the franchise agreement, a cost-based methodology is used to determine rates for the subsequent year. Per your request, we have prepared a scope of services and fee estimate to review the rates submitted by Republic Services to verify that the rate application is complete and complies with the terms of your franchise agreement. SCS performs the full range of consulting services for municipal clients, developing financial sustainability solutions, including revenue sufficiency analysis, rate studies, cost allocation, assessment development, benchmarking, and fee analysis. I, Vita Quinn, lead SCS’ Management Services team and am SCS’ National Expert on Rate Studies. My expertise is in providing economic, financial, and management consulting services to local governments. I will be your Project Manager and point of contact and perform the majority of project work. Additionally, a team of financial and data analysts who specialize in consulting and ratemaking for utilities and municipal governments will support me in this effort. We propose to complete the scope of services (Attachment A) described herein for a fixed fee of $73,675. Thank you for this opportunity, and we look forward to working with you. Should you have any questions, please contact me at (386) 546-7719 or vquinn@scsengineers.com. Sincerely, Vita Quinn, MBA Michelle Leonard Director of Management Services Senior Vice President SCS Engineers SCS Engineers vquinn@scsengineers.com mleonard@scsengineers.com 386-546-7719 602-826-9398 PSA25-3694ENV; Exhibit "B" Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 ATTACHMENT A SCOPE OF SERVICES WORK PLAN AND COST ESTIMATE Our work plan below details the fee study components, meetings with City staff and stakeholders, and final deliverables that will be included in this study. This proposal is fixed fee and includes all our anticipated time and expenses to complete the tasks described below. To the extent the City wishes to engage SCS for meetings or other services not defined herein, we are happy to provide the City an additional quote for those services. SCS will perform the following activities: Project Initiation and Data Review We will begin our study by scheduling a kickoff meeting with our team and your staff to discuss key issues to address in the rate setting and any considerations to be addressed in the review. At this meeting we will also distribute our data request, discuss the items required for our analysis, and the platform we will use for data transfer. We will establish who will be involved in the process, the members of our team, contact persons at Republic Services, and your key staff. We will discuss the project schedule for interactive work sessions meetings with your Council, and final deliverables Review of Rate Application Once we start to receive the data, we will begin an in-depth review of Republic Services’ historical and requested expenses, personnel hours and costs, vehicle/equipment information, number of accounts served, tonnage data, debt service schedules, capital spending, regulatory and policy restrictions, and the current rate and fee structures. We will also review any other data provided by the hauler and/or your staff and remain in contact if we need clarification on the data prior to our first interactive work session. Once we have reviewed the rate application for accuracy of information and calculations, we will review compliance with the terms of the franchise agreement as well as identify recommendations for future rate updates. We will also refine the forms for the rate application, as you require, to improve the ease and accuracy of inputting information and calculating revenue requirements. Certain transport and disposal costs are considered to be “pass-through” costs, as they are paid by the hauler and passed directly on to the City. We will verify the costs and totals are correct for these costs as well. Every fourth year, per the franchise agreement, a cost-based methodology is used to determine rates for the subsequent year. Not entirely dissimilar to index-based years, much of the same data will be reviewed. However, in a cost-based year, a more thorough inspection is performed, and the initial review will be of prior year expenditures. We will analyze prior year costs, PSA25-3694ENV; Exhibit "B" (cont'd) Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 tonnages, operating statistics, pass-through costs, and miscellaneous costs such as attorney’s fees and General and Administrative expenses. Next, it is necessary to review negotiated cost increases for the current year. These increases include items such as labor costs increases or disposal and processing cost increases due to rate/fee increases at the facilities accepting waste from the City. These cost increases are applied to the relevant allowed costs, such as number of full-time equivalent employees (FTEs) or disposal tonnage by waste type. The submitted costs are examined to verify that they comply with the terms of the franchise agreement regarding allowable and non-allowable costs. Items such as depreciation are specifically defined within the agreement. Others are defined as a maximum percentage; such as bad debt expense, which is defined as a maximum of 2.0% of annual Rate revenues. Certain expenses are non-allowable within the agreement. This includes items such as fines, penalties, or political donations. Presentation of Results Once all of the analyses are complete, we will provide the City with detailed schedules containing all of the revenue requirements, escalation factors, apportionment factors, and detailed notes used in developing the analysis. The schedules will also be included in the draft technical memorandum distributed to your key staff for thorough review and comment. Once comments are received, we will adjust our analysis and/or memorandum as required and distribute the final schedules and memorandum. Meeting with Decision Makers We will attend one in-person meeting or workshop with City Administration and/or your Council to present the findings of our analysis and recommendations in a PowerPoint presentation. At this meeting, the models used to develop the analysis will be available if there are any questions regarding the data or assumptions used. Prior to the meeting, we will provide the presentation for review by City staff. TOTAL FIXED FEE $73,675 PSA25-3694ENV; Exhibit "B" (cont'd) Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 City of Anaheim - Proposal for Solid www.scsengineers.com Waste Consultant Services on an As-Needed Basis 36 COMPENSATION FOR SERVICES Fee Schedule (Effective 2023-2027) Rate/Hour Clerical .................................................................................................................................. 100 Administrative/Secretarial ..................................................................................................... 110 Technician ............................................................................................................................. 130 CAD Drafter .......................................................................................................................... 135 Senior Engineering Technician ............................................................................................. 140 Technical Associate I ............................................................................................................ 145 Technical Associate II ........................................................................................................... 155 Assistant Office Services Manager/Project Administrator ..................................................... 155 Office Services Manager/Senior Project Administrator ......................................................... 160 Associate Staff Professional ................................................................................................. 165 Project Analyst ...................................................................................................................... 175 CAD Designer ....................................................................................................................... 175 Staff Professional I ................................................................................................................ 185 Staff Professional II ............................................................................................................... 190 Senior Office Services Manager ........................................................................................... 190 Staff Professional III .............................................................................................................. 200 Project Professional I ............................................................................................................ 205 Project Professional II ........................................................................................................... 215 Project Professional III .......................................................................................................... 220 Senior Project Professional I ................................................................................................. 235 Senior Project Professional II ................................................................................................ 245 Senior Project Professional III ............................................................................................... 255 Industrial Hygienist/Safety Professional ................................................................................ 260 Project Manager I .................................................................................................................. 275 Project Manager II ................................................................................................................. 290 Senior Certified Industrial Hygienist/Safety Professional ...................................................... 295 Project Manager III ................................................................................................................ 300 Project Manager IV ............................................................................................................... 310 Senior Project/Technical Manager ........................................................................................ 325 Senior Project Advisor…………… ........................................................................................ 340 Project Director I ................................................................................................................... 355 Project Director II .................................................................................................................. 365 Principals and Executives ......................................................................................... See Note 7 PSA25-3694ENV Exhibit "B"(cont'd) Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 ACORD® CERTIFICATE OF LIABILITY INSURANCE 3/31/20251 DATE (MM/DD/YYYY) ~ 03/14/2024 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 endorsement(s). PRODUCER Lockton Insurance Brokers,LLC ~~~~~"' CA License #OB99399 ~AH,.QNJ_ c ..... 1:-~ u-.. 777 S. Figueroa Street, 52nd fl. E-MAIL Los Angeles CA 90017 annnc~~. 213-689-0065 INSURERISI AFFORDING COVERAGE NAIC# INSURER A: Zurich American Insurance Company 16535 INSURED Stearns, Conrad & Schmidt, Consulting INSURER B: Steadfast Insurance Company 26387 1506758 Engineers, Inc. INSURERC: 3900 Kilroy Airport Way, Ste 100 INSURERD: Long Beach, CA 90806-6816 INSURERE: INSURERF: COVERAGES SCSEN01 CERTIFICATE NUMBER· 18260299 REVISION NUMBER· XXXXXXX 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. INSR ADDL SUB~ POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER IMM/DD/YYYY1 IMM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY GLO 0112778-09 03/31/202~ 03/31/202~ EACH OCCURRENCE $ 5 000 000 I CLAIMS-MADE [K] OCCUR u",v,"1.:n:: I U """ t:U $ 1000000 X X,C,U Included y N MED EXP (Anv one oersonl $ 25 000 X Contractual Liab PERSONAL & ADV INJURY $ 2 000 000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 10 000 000 ~ POLICY~ PRO-~LOG PRODUCTS -COMP/OP AGG $ 10 000 000 JECT OTHER: $ A AUTOMOBILE LIABILITY BAP 0112780-09 04/01/2024 04/01/202!: COMBINED SINGLE LIMIT $ 2 000 000 (Ea accident) x ANY AUTO BODILY INJURY (Per person) $ xxxxxxx --OWNED SCHEDULED N N BODILY INJURY (Per accident) $ xxxxxxx -AUTOS ONLY -AUTOS HIRED NON-OWNED 1P~9~t:d~NAMAGE $ xxxxxxx -AUTOS ONLY -AUTOS ONLY $ xxxxxxx -UMBRELLA LIAB H:OCCUR NOT APPLICABLE EACH OCCURRENCE $ xxxxxxx EXCESS LIAB CLAIMS-MADE AGGREGATE $ xxxxxxx OED I I RETENTION $ $ WORKERS COMPENSATION X l~~~T1m: I 1uJ~-A AND EMPLOYERS' LIABILITY Y/N WC0112779-09 04/01/2024 04/01/202 .. /WY PROPRIETOR/PARTNER/EXECUTIVE cm N/A y E.L. EACH ACCIDENT $ 1000000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE· EA EMPLOYEE $1,000,000 If yes, describe under $ 1000000 DESCRIPTION OF OPERATIONS below E.L. DISEASE· POLICY LIMIT B Env Prof (E&O)-Prof Liab PEC 0112862-09 03/31/2024 03/31/202!: Per Claim: $1,000,000 -Claims Made N N Aggregate: $1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Carlsbad is included as additional insured in accordance with the policy provisions of the Commercial General Liability policy. Waiver of Subrogation is included in favor of the City of Carlsbad in accordance with the policy provisions of the Workers' Compensation policy. Policies include 30 days notice of cancellation (except 1 O days for non-payment). CERTIFICATE HOLDER CANCELLATION see Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 18260299 AUTHORIZED REPRESENTATIVE City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 -ECM #35050 New York, NY 10163-4668 ACORD 25 (2016/03) ~~- © 1988-2015 Al.iUmJ 1.,uRPORATluN. All rights reserved The ACORD name and logo are registered marks of ACORD Named Insured:Stearns, Conrad & Schmidt, Consulting City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050 New York,, NY 10163-4668 To whom it may concern: In our continuing effort to provide timely certificate delivery, Lockton Companies is transitioning to of Certificates of Insurance, thus this is your final hard-copy delivery. To ensure electronic delivery for future renewals of this certificate, we need your email address. Please contact us via one of the methods below, referencing Certificate ID 18260299 Email: LACertseDelivery@lockton.com Phone: (213) 334- 4669 If you received this certificate through an internet link where the current certificate is viewable, we have your email and no further action is needed. In the event your mailing address has changed, will change in the future, or you no longer require this certificate, please let us know using one of the methods above. Thank you for your cooperation and willingness in reducing our environmental footprint. Lockton Companies Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 Attachment Code : D568466 Certificate ID : 18260299 Iii Iii paperless delivery 0 LOCXTOtr The above inbox and phone number is for automating electronic delivery of certificates only. Please do NOT send future certificate requests to this inbox or contact the phone number below with email updates. Lockton Companies 777 South Figueroa Street Los Angeles, CA 90017 Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 Attachment Code : D568466 Certificate ID : 18260299 – – Additional Insured Automatic Owners, Lessees Or Contractors THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. GLO 0112778-09 Effective Date: 03/31/2024 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section II – Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured under a written contract or written agreement executed by you, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" and subject to the following: 1. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements: a. The Insurance Services Office (ISO) ISO CG 20 10 (10/01 edition); or b. The ISO CG 20 37 (10/01 edition), such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent that "bodily injury", "property damage" or "personal and advertising injury" arises out of: (1) Your ongoing operations, with respect to Paragraph 1.a. above; or (2) "Your work", with respect to Paragraph 1.b. above, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 1., insurance afforded to such additional insured: (a) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (b) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products-completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 2. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements: a. The Insurance Services Office (ISO) ISO CG 20 10 (07/04 edition); or b. The ISO CG 20 37 (07/04 edition), such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent that "bodily injury", "property damage" or "personal and advertising injury" is caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, U-GL-2162-A CW (02/19) Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 Attachment Code : D603900 Certificate ID : 18260299 II in the performance of: (a) Your ongoing operations, with respect to Paragraph 2.a. above; or (b) "Your work" and included in the "products-completed operations hazard", with respect to Paragraph 2.b. above, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 2., insurance afforded to such additional insured: (i) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (ii) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products-completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 3.If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured: a. Under the ISO CG 20 10 (04/13 edition, any subsequent edition or if no edition date is specified); or b. With respect to ongoing operations (if no form is specified), such person or organization is then an additional insured only to the extent that "bodily injury", "property damage" or "personal and advertising injury" is caused, in whole or in part by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, in the performance of your ongoing operations, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 3., insurance afforded to such additional insured: (a) Only applies to the extent permitted by law; (b) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; and (c) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement. 4.If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured: a. Under the ISO CG 20 37 (04/13 edition, any subsequent edition or if no edition date is specified); or b. With respect to the "products-completed operations hazard" (if no form is specified), such person or organization is then an additional insured only to the extent that "bodily injury" or "property damage" is caused, in whole or in part by "your work" and included in the "products-completed operations hazard", which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 4., insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; (2) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; (3) Only applies if the "bodily injury" or "property damage" occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (4) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products-completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. U-GL-2162-A CW (02/19) Page 2 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 Attachment Code : D603900 Certificate ID : 18260299 B. Solely with respect to the insurance afforded to any additional insured referenced in Section A. of this endorsement, 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 failure to render, any professional architectural, engineering or surveying services including: 1. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. C. Solely with respect to the coverage provided by this endorsement, the following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV – Commercial General Liability Conditions: The additional insured must see to it that: (1) We are notified as soon as practicable of an "occurrence" or offense that may result in a claim; (2) We receive written notice of a claim or "suit" as soon as practicable; and (3) A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. Solely with respect to the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV – Commercial General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition under Section IV – Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primary and noncontributory basis. E. This endorsement does not apply to an additional insured which has been added to this Coverage Part by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. F. Solely with respect to the insurance afforded to an additional insured under Paragraph A.3. or Paragraph A.4. of this endorsement, the following is added to Section III – Limits Of Insurance: Additional Insured – Automatic – Owners, Lessees Or Contractors Limit The most we will pay on behalf of the additional insured is the amount of insurance: U-GL-2162-A CW (02/19) Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 Attachment Code : D603900 Certificate ID : 18260299 1. Required by the written contract or written agreement referenced in Section A. of this endorsement; or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms, conditions, provisions and exclusions of this policy remain the same. U-GL-2162-A CW (02/19) Page 4 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 Attachment Code : D603900 Certificate ID : 18260299 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 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.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: 04/01/2024 Endorsement No. Policy No. WC0112779-09 Insured: Stearns, Conrad and Schmidt, Consulting Engineers, Inc.Premium $ Insurance Company: Zurich American Insurance Company WC124 (4-84)Page 1 of 1 Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 Attachment Code: D603914 Certificate ID: 18260299 WC 00 03 13 Copyright 1983 National Council on Compensation Insurance, Inc.Uniform FormsTM Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 Attachment Code: D603914 Certificate ID: 18260299 ZURICH Policy No.Eff. Date of Pol.Exp. Date of Pol.Eff. Date of End.Producer No.Add'!. Prem Return Prem. GLO 0112778-09 03/31/2024 03/31/2025 03/31/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. If we cancel or non-renew this Coverage Part by written notice to the first Named Insured, we will mail or deliver notification that such Coverage Part has been cancelled or non-renewed to each person or organization shown in a list provided to us by the first Named Insured if you are required by written contact or written agreement to provide such notification. However, such notification will not be mailed or delivered if a conditional notice of renewal has been sent to the first Named Insured. Such list: 1. Must be provided to us prior to cancellation or non-renewal; 2. Must contain the names and addresses of only the persons or organizations requiring notification that such Coverage Part has been cancelled or non-renewed; and 3. Must be in an electronic format that is acceptable to us. B. Our notification as described in Paragraph A. of this endorsement will be based on the most recent list in our records as of the date the notice of cancellation or non-renewal is mailed or delivered to the first Named Insured. We will or deliver such notification to each person or organization shown in the list: 1. Within seven days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or 2. At least 30 days prior to the effective date of: a. Cancellation, if cancelled for any reason other than nonpayment of premium; or b. Non-renewal, but not including conditional notice of renewal. C. Our mailing or delivery of notification described in Paragraphs A. and B. of this endorsement is intended as a courtesy only. Our failure to provide such mailing or delivery will 1. Extend the Coverage Part cancellation or non-renewal date; 2. Negate the cancellation or non-renewal; or 3. Provide any additional insurance that would not have been provided in the absence of this endorsement. D. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided to us as described in Paragraphs A. and B. of this endorsement. All other terms and conditions of this policy remain unchanged. U-GL-1521-A CW (10/12) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Blanket Notification to Others of Cancellation or Non-Renewal Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 Attachment Code: 0603904 Certificate ID: 18260299 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 43 BLANKET NOTIFICATION TO OTHERS OF CANCELLATION OR NONRENEWAL ENDORSEMENT This endorsement adds the following to Part Six of the policy. PART SIX CONDITIONS Blanket Notification to Others of Cancellation or Nonrenewal 1. If we cancel or non-renew this policy by written notice to you, we will mail or deliver notification that such policy has been cancelled or non-renewed to each person or organization shown in a list provided to us by you if you are required by written contract or written agreement to provide such notification. However, such notification will not be mailed or delivered if a conditional notice of renewal has been sent to you. Such list: a. Must be provided to us prior to cancellation or non-renewal; b. Must contain the names and addresses of only the persons or organizations requiring notification that such policy has been cancelled or non-renewed; and c. Must be in an electronic format that is acceptable to us. 2. Our notification as described in Paragraph 1. above will be based on the most recent list in our records as of the date the notice of cancellation or non-renewal is mailed or delivered to you. We will mail or deliver such notification to each person or organization shown in the list: a. Within seven days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or b. At least 30 days prior to the effective date of: (1) Cancellation, if cancelled for any reason other than nonpayment of premium; or (2) Non-renewal, but not including conditional notice of renewal. 3. Our mailing or delivery of notification described in Paragraphs 1. and 2. above is intended as a courtesy only. Our failure to provide such mailing or delivery will not: a. Extend the policy cancellation or non-renewal date; b. Negate the cancellation or non-renewal; or c. Provide any additional insurance that would not have been provided in the absence of this endorsement. 4. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided to us as described in Paragraphs 1. and 2. above. All other terms and conditions of this policy remain unchanged. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 04/01/2024 Policy No. WC0112779-09 Endorsement No. Insured: Stearns, Conrad and Schmidt, Consulting Engineers, Inc.Premium $ Insurance Company Zurich American Insurance Company WC 99 06 43 Page 1 of 1 (Ed. 01-13) Includes copyright material of the National Council on Compensation Insurance, Inc. used with its perm ission. 2012 Copyright National Council on Compensation Insurance, Inc. All Rights Reser ved. Docusign Envelope ID: B2DF9520-FA9D-4873-A81F-87B9D8016D39 Attachment Code: D603906 Certificate ID: 18260299 ©