Loading...
HomeMy WebLinkAboutIMEG Consultants Corp; 2024-10-28; PSA25-3606TRANPSA25-3606TRAN City Attorney Approved Version 5/22/2024 Page 1 AGREEMENT FOR BARRIO LIGHTING PHASE II SERVICES IMEG CONSULTANTS CORP. THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2024, by and between the City of Carlsbad, California, a municipal corporation (“City”) and IMEG Consultants Corp., a New York corporation (“Contractor”). RECITALS A. City requires the professional services of a consultant that is experienced in pedestrian lighting along sidewalk. B. Contractor has the necessary experience in providing professional services and advice related to pedestrian lighting along sidewalk. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. 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 defined in attached Exhibit “A”, which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 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 for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional year(s) 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. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed twenty-nine thousand two hundred dollars ($29,200). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. 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”. Docusign Envelope ID: DFF55F84-7100-48DB-B0D2-13D93F01F38A 28th October PSA25-3606TRAN City Attorney Approved Version 5/22/2024 Page 2 6. 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. 7. 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. 8. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind Docusign Envelope ID: DFF55F84-7100-48DB-B0D2-13D93F01F38A PSA25-3606TRAN City Attorney Approved Version 5/22/2024 Page 3 every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 9. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 10. 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. 11. 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. 11.1 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. Docusign Envelope ID: DFF55F84-7100-48DB-B0D2-13D93F01F38A PSA25-3606TRAN City Attorney Approved Version 5/22/2024 Page 4 11.1.1 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. 11.1.2 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. 11.1.3 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. 11.1.4 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. 11.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 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. 11.2.4 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. 11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 11.4 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. 11.5 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. 12. 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. Docusign Envelope ID: DFF55F84-7100-48DB-B0D2-13D93F01F38A PSA25-3606TRAN City Attorney Approved Version 5/22/2024 Page 5 13. 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. 14. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 15. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 16. 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 Eric Zielke Name Matt Samar Title Senior Engineer Title Project Executive Department Public Works Address 13400 Sabre Springs Pkwy, Ste. 225 City of Carlsbad San Diego, CA 92128 Address 1635 Faraday Ave. Phone No. 858-368-3400 Carlsbad, CA 92008 Email Matt.M.Samar@imegcorp.com Phone No. 442.339.2230 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. 17. 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 ☒ Docusign Envelope ID: DFF55F84-7100-48DB-B0D2-13D93F01F38A PSA25-3606TRAN City Attorney Approved Version 5/22/2024 Page 6 18. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 19. 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. 20. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 21. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 22. 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 30 (thirty) 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 Docusign Envelope ID: DFF55F84-7100-48DB-B0D2-13D93F01F38A PSA25-3606TRAN City Attorney Approved Version 5/22/2024 Page 7 product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for 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. 23. 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. 24. 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. 25. 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. 26. 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. 27. 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. Docusign Envelope ID: DFF55F84-7100-48DB-B0D2-13D93F01F38A PSA25-3606TRAN City Attorney Approved Version 5/22/2024 Page 8 28. 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 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. 29. 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: DFF55F84-7100-48DB-B0D2-13D93F01F38A PSA25-3606TRAN City Attorney Approved Version 5/22/2024 Page 9 CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California IMEG CONSULTANTS CORP., a New York corporation By: By: (sign here) Bob A. Winter, PE Director of Hospitality / Client Executive PAZ GOMEZ, Deputy City Manager, Public Works, as authorized by the City Manager (print name/title) ATTEST: SHERRY FREISINGER, City Clerk By: By: (sign here) 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: DFF55F84-7100-48DB-B0D2-13D93F01F38A PSA25-3606TRAN City Attorney Approved Version 5/22/2024 Page 10 EXHIBIT A SCOPE OF SERVICES AND FEE Docusign Envelope ID: DFF55F84-7100-48DB-B0D2-13D93F01F38A PSA25-3606TRAN Exhibit "A" Page 1 of 5 Docusign Envelope ID: DFF55F84-7100-48DB-B0D2-13D93F01F38A September 18, 2024 Eric Zielke City of Carlsbad, CA Via Email eric.zielke@carlsbadca.gov Re: Proposal for Services City of San Diego, CA Carlsbad Lighting Phase 2 Carlsbad, California IMEG Proposal#: 2224111.PP Dear Eric, <➔IMEG Thank you for the opportunity to submit a Proposal for the following services for the Carlsbad Lighting Phase 2, design continuation. A detailed scope of services, assumptions, compensation, additional services, and terms and conditions are included in the attached Proposal for Services. We propose to provide these services for a fee of $29,200.00 as detailed in the Compensation section in the Proposal for Services. We look forward to working with you on this project and appreciate the opportunity to be of service. Please contact me at matt.m.samar@imegcorp.com if you have any questions. Thank you. MattSamar Project Executive PSA25-3606TRAN Exhibit "A" (Cont.) Page 2 of 5 Docusign Envelope ID: DFF55F84-7100-48DB-B0D2-13D93F01F38A Proposal for Services PROJECT DESCRIPTION IMEG will provide electrical and structural engineering services for the City of Carlsbad Phase 2 Barrio Pedestrian Lighting Design continuation . IMEG will continue to finish the design and work with SDG&E for locating the power pedestal. Project Timeline -SDG&E coordination-Two(2) months from NTP. -100% CD -Two (2) weeks after receiving the comments. -City Review -Three (3) weeks. -Final submittal-Two (2) weeks after receiving the comments. 1. DESIGN PHASE SERVICES Design of electrical systems including: -Perform on-site field investigation with SDG&E to locate the power for light fixtures. -Provide lighting plan -Provide load calculation. -Provide applicable Title 24 electrical compliance forms. -Provide structural calculation for pole foundation. -Attend one community outreach. Prepare applicable electrical specifications. Prepare contract documents that are suitable for pricing and construction purposes. Project design meetings: -Participate in approximately six (6) project conference calls/ web conferences as required. -Attend approximately four (4) design coordination meetings with SDG&E. 2. ASSUMPTIONS The project will be designed by Contractor using AutoCAD. Modeling of existing conditions will be limited to the extent required to produce specifications and 2D contract documents. Documents prepared by the Engineer will be prepared based upon reasonable assumptions derived from existing information provided by the City and from limited observation of accessible and visible existing conditions by the Engineer without the benefit of extensive field measurements and investigation prohibited by expense and inconvenience to the City. It is understood and agreed that unforeseen conditions uncovered during the progress of the project may require changes in the project, resulting in additional cost and delay. Survey and civil work is not part of the scope. Identification, testing, and/ or removal of hazardous materials will be by others. PSA25-3606TRAN Exhibit "A" (Cont.) Page 3 of 5 Docusign Envelope ID: DFF55F84-7100-48DB-B0D2-13D93F01F38A General Documents prepared by the Engineer will be prepared based upon reasonable assumptions derived from existing information provided by the Owner and from limited observation of accessible and visible existing conditions by the Engineer without the benefit of extensive field measurements and investigation prohibited by expense and inconvenience to the Owner. It is understood and agreed that unforeseen conditions uncovered during the progress of the project may require changes in the project, resulting in additional cost and delay. The project will be designed by IMEG using Building Information Modeling (BIM) software with Autodesk Revit® as the platform. The BIM deliverable will be no greater than Level of Development (LOD) 300 as defined in AIA Document E202. A Revit® model including architectural and structural components or AutoCAD® files suitable for use as backgrounds for building and site will be provided to IMEG. Extensive modification of Revit® model or AutoCAD® backgrounds will be considered additional services. An independent cost estimator will be engaged by the Owner or Client. Opinions or comments made by IMEG related to the independent cost estimator's work shall not create or be interpreted as a warranty, express or implied, that the bids or the negotiated cost of the work will not vary from the cost estimator's valuation. IMEG assumes the selected General Contractor / Construction Manager will be using a web-based project software site, at their cost, for the purpose of hosting and managing project communication and documentation. The project will be awarded as a single prime contract for construction. Phased design and/ or issue of early documents are not required. 3. COMPENSATION We propose to provide the services described above on a time and material basis using our standard hourly billing rates (attached), with an not-to-exceed fee of $29,200. Should we anticipate exceeding the estimated fee amount during the course of the project, we will notify you and await direction before proceeding. Description Fee Perform On-Site Field Investigation with SDG&E $10,500 Coordination Meeting $1,200 Provide Updated lighting Plan $11 ,500 Provide Load Calculation $1,500 Provide Applicable Title 24 Electrical Compliance Forms $2,500 Provide Structural Calculation for Pole Foundation $1,500 PSA25-3606TRAN Exhibit "A" (Cont.) Page 4 of 5 Docusign Envelope ID: DFF55F84-7100-48DB-B0D2-13D93F01F38A Attend One Community Outreach $500 4. PROJECT EXPENSES The following reimbursable expenses are not included in the above fee and will be invoiced with a 1.1 multiplier of actual cost: -Payment of plan review fees, permit fees, filing fees, or other imposed governmental agency fees. -Necessary consultants as approved by Client. -Project specific insurance coverage riders or amendments necessary to comply with required insurance requirements above current IMEG limits and conditions. -Postage and delivery charges. -Travel expense: Automobile mileage will be invoiced at the IRS rate in effect at the time of travel. We estimate project expenses will be $500. 5. ADDITIONAL SERVICES IMEG can include the following as additional services. Additional services will be performed on a time and material basis using IMEG' s standard hourly rates in effect at the time the service is performed, or for a negotiated fee, and only after approved in writing. General Invasive field takeoff to determine existing conditions that are not readily accessible or visible. Assistance with grants and other related funding applications. Revising IMEG design documents as a result of equipment lead times or supply chain delays. Additional effort to support expedited, segmented, and/ or express building permit process. Value engineering or negotiating construction cost/scope/alternates with contractors and related document revisions after Design Development documents are complete. Continuous updates to the design drawings throughout the construction administration period based on RFis, box walk changes, Authority Having Jurisdiction/building inspector field comments, and other field changes. Preparing as-built and/or record documents from markups or files provided by contractors or verifying the accuracy and completeness of same. SMEPT Audit or field takeoff of existing or new furniture, fixtures, and equipment (FF&E) and associated utilities. Revising equipment layout and connections, and floor plan modifications, after IMEG's Design Development documents are complete. PSA25-3606TRAN Exhibit "A" (Cont.) Page 5 of 5 Docusign Envelope ID: DFF55F84-7100-48DB-B0D2-13D93F01F38A Performing a confirmation site observation after the final job site observation has been completed. Field testing, adjusting, balancing, or field time to assist installation contractor. Initial startup is the responsibility of the various contractors and/ or subcontractors. Systems commissioning and special inspections. Please be advised that commissioning and/ or special inspections may be required by some building/ energy codes, even though it is excluded from this Proposal. If commissioning or engineering-related special inspections are required, IMEG can provide a proposal for additional services, or these services may be conducted by a third party. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location And Description Of Completed Operations Name of Additional Insured Person(s) or Organization(s): Any persons or organizations as required in a written contract or agreement to provide additional insured status except where such requirement is prohibited by law. Location(s) of Covered Operations: All locations as required by written contract, agreement or permit to provide additional insured coverage for completed operations. Docusign Envelope ID: DFF55F84-7100-48DB-B0D2-13D93F01 F38A Attachment Code: D558268 Master ID: 1457432, Certificate ID: 15802486 POLICY NUMBER: TB7-Z91-469988 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 Additional Insured -OWNERS, LESSEES or CONTRACTORS -COMPLETED OPERA TIO NS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II-Who Is An Insured is amended to include as an additional insured the person(s) or organization( s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". CG 20 37 07 04 © ISO Properties, Inc., 2004 Name of Additional Insured Person(s) or Organization(s): Any persons or organizations as required in a written contract or agreement to provide additional insured status except where such requirement is prohibited by law Location(s) of Covered Operations: All locations as required by written contract, agreement or permit Docusign Envelope ID: DFF55F84-7100-48DB-B0D2-13D93F01 F38A Attachment Code: D558270 Master ID: 1457432, Certificate ID: 15802486 POLICY NUMBER: TB7-Z91-469988 COMMERCIAL GENERAL LIABILITY CG 2010 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Oraanization{s): Location(s) Of Covered Operations entered into prior to an "occurrence" or offense. Information reauired to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" 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 for the additional insured(s) at the location(s) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Docusign Envelope ID: DFF55F84-7100-48DB-B0D2-13D93F01 F38A Attachment Code: D558271 Master ID: 1457432, Certificate ID: 15802486 POLICY NUMBER: TB?-291-469988 COMMERCIAL GENERAL LIABILITY CG 24 041219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV-Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. Schedule Name Of Person(s) Or Organization(s): Any person(s) or organizations(s) where required by written contractor or agreement Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CG 24 041219 © Insurance Services Office, Inc., 2018 Page 1 of Docusign Envelope ID: DFF55F84-7100-48DB-B0D2-13D93F01 F38A Attachment Code: D558278 Master ID: 1457432, Certificate ID: 15802486 POLICY NUMBER: AS2-Z91-469988 COMMERCIAL AUTO CA 04441013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US {WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. SCHEDULE Name(s) Of Person(s) Or Organization(s): Where required by written contract. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 44 10 13 © Insurance Services Office, Inc. Page 1 of 1 Docusign Envelope ID: DFF55F84-7100-48DB-B0D2-13D93F01 F38A Attachment Code: D558279 Master ID: 1457432, Certificate ID: 15802486 POLICY NUMBER: AS2-Z91-469988 COMMERCIAL AUTO CA20481013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. SCHEDULE Name of Person(s} or Organization(s}: Any person or organization you have agreed in writing through a written contract or agreement to add as an additional insured. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Paragraph A.1. of Section II -Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I -Covered Autos Coverages of the Auto Dealers Coverage Form. CA20481013 Docusign Envelope ID: DFF55F84-7100-48DB-B0D2-13D93F01 F38A Attachment Code: D558483 Certificate ID: 15802486 Policy No: WC7Z91469988 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY 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 agreementfrom us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule WHERE REQUIRED BY CONTRACT OR WRITTEN AGREEMENT PRIOR TO LOSS AND ALLOWED BYLAW. 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.) WC 00 0313