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HomeMy WebLinkAboutItem 4.08 - 1901 Amendments to Consulting Service Agreements Page 1 of 3 STAFF REPORT CITY COUNCIL DATE: March 20, 2018 TO: Honorable Mayor and City Councilmembers FROM: Christopher L. Foss, City Manager SUBJECT: Amendments to Agreements for On-Call Engineering Services Prepared by: Nancy McDonnell, Management Analyst EXECUTIVE SUMMARY: The City Council will consider approving amendments to the agreements for on -call engineering services to include or increase not -to-exceed amounts and will also consider a term extension for the agreement with Omni-Means. STAFF RECOMMENDATION: Adopt the Resolution Approving Amendments to Consulting Services Agreements with Associated Engineering Consultants, Inc.; Cal Engineering & Geology; Consolidated Engineering Laboratories; Cotton, Shires & Associates; CSG Consultant s, Inc., Caltrop; ENGEO; Geosphere; Hill International; Omni-Means, LTD.; and Swinerton Management & Consulting. FINANCIAL IMPACT: Approval of the proposed amendments to on -call service agreements would not change the amount budgeted for these services but would add a compensation limit to the total cost of services. Staff anticipates spending a total of approximately $8 million for these services, funded by specific Capital Improvement Program project budgets, developer deposits, or department operating budgets. DESCRIPTION: The Public Works Department utilizes consultants on Capital Improvement Program (CIP) projects, private development projects, and for on -call services as needed. Services provided assist Staff in specific areas of technical and professional expertise. Consultants are solicited through an open and competitive request for qualifications (RFQ) process. For the subject agreements, Staff issued RFQs and City Council approved agreements in the service categories shown in the following table: Page 2 of 3 Service Category/Consulting Services Providers and Last City Council Approval Date Construction Management & Inspection • Swinerton Management and Consulting, 9/5/2017 • Associated Engineering Consultants, Inc., 6/21/16 • Caltrop, 6/21/16 • Hill International, 6/21/16 Construction Inspection & Materials Testing • ENGEO*, 6/21/16 Geology & Geotechnical • Cal Engineering & Geology, 6/21/16 • Cotton, Shires & Associates, 6/21/16 • ENGEO*, 6/21/16 • Geosphere, 6/21/16 Traffic Engineering • Omni-Means, Ltd., 6/7/16 * Indicates firm provides more than one service category under their Agreement. Compensation Limit Staff is proposing that existing agreements for on -call consultant services be amended to include a limit on compensation paid to the consultant through th e term of the agreement. This proposed change would be consistent with updated contracting practices. The “not to exceed” limit on compensation is consistent with agreements approved for Building Inspections, Building Code Enforcement, and Plan Checking services, as well as previously amended agreements for various Engineering Services. The agreement with Swinerton Management and Consulting was previously amended with a not-to-exceed amount on September 5, 2017. At this time, Staff is proposing this be increased further to provide additional funds for development review and inspection services for both private development and capital projects. Extension of Term The agreement with Omni-Means, LTD. was previously termed July 1, 2014 through June 30, 2016 and amended on June 7, 2016 to extend the term through June 30, 2018. At this time, Staff is proposing this be extended further, through December 31, 2018 to complete work on an ongoing task order issued for traffic engineering services. NOTICING REQUIREMENTS/PUBLIC OUTREACH: None. ATTACHMENTS: 1. Resolution Approving Amendments to Consulting Services Agreements Page 3 of 3 2. Exhibit A to Resolution - Agreement Amendments 3. Current Agreements RESOLUTION NO. XX- 18 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ********* APPROVING AMENDMENTS TO CONSULTING SERVICES AGREEMENTS WITH ASSOCIATED ENGINEERING CONSULTANTS, INC; CAL ENGINEERING & GEOLOGY; CONSOLIDATED ENGINEERING LABORATORIES; COTTON, SHIRES & ASSOCIATES; CSG CONSULTANTS, INC; CALTROP; ENGEO; GEOSPHERE; HILL INTERNATIONAL; OMNI-MEANS; AND SWINERTON MANAGEMENT & CONSULTING. WHEREAS, Staff prepared and initiated a Request for Qualifications (RFQ) for on-call engineering services; and WHEREAS, Staff reviewed and selected the most qualified firms to provide certain engineering services on an as-needed basis; and WHEREAS, the City entered into Consulting Services Agreements with the selected firms; and NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the Amendments to the Consulting Services Agreements with Associated Engineering Consultants, Inc.; Cal Engineering & Ge ology; Consolidated Engineering Laboratories; Cotton, Shires & Associates; CSG Consultants, Inc.; Caltrop; Engeo; Geosphere; Hill International’ Omni-Means; and Swinerton Management & Consulting; as attached hereto as Exhibit A to this Resolution; and BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Amendments. PASSED, APPROVED AND ADOPTED this 20th day of March, 2018, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ________________________________ Mayor ATTEST: _______________________________________ City Clerk AMENDMENT #1 TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND ASSOCIATED ENGINEERING CONSULTANTS WHEREAS, on July 1, 2016, the City of Dublin (hereinafter referred to as "City") and Associated Engineering Consultants (hereinafter referred to as "Consultant”) entered into a Consulting Services Agreement for Construction Management and Inspection services (hereinafter referred to as the “Agreement”); and WHEREAS, the City and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $1,000,000., notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 2) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk ASSOCIATED ENGINEERING CONSULTANTS Dated: By: _____________________________ Mark Burlew, Principal in Charge AMENDMENT #1 TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND CAL ENGINEERING AND GEOLOGY WHEREAS, on July 1, 2016, the City of Dublin (hereinafter referred to as "City") and Cal Engineering and Geology (hereinafter referred to as "Consultant”) entered into a Consulting Services Agreement for Geology & Geotechnical services (hereinafter referred to as the “Agreement”); and WHEREAS, the City and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $500,000., notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 2) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk Cal Engineering and Geology Dated: By: _____________________________ Phil Gregory, Principal-in-Charge AMENDMENT #1 TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND CALTROP CORPORATION WHEREAS, on July 1, 2016, the City of Dublin (hereinafter referred to as "City") and CALTROP Corporation (hereinafter referred to as "Consultant”) entered into a Consulting Services Agreement for Construction Management and Inspection services (hereinafter referred to as the “Agreement”); and WHEREAS, the City and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $500,000., notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 2) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk CALTROP Corporation Dated: By: _____________________________ Javad Rassouli, COO AMENDMENT #1 TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND COTTON, SHIRES AND ASSOCIATES, INC. WHEREAS, on July 1, 2016, the City of Dublin (hereinafter referred to as "City") and Cotton, Shires and Associates, Inc. (hereinafter referred to as "Consultant”) entered into a Consulting Services Agreement for Geology & Geotechnical services (hereinafter referred to as the “Agreement”); and WHEREAS, the City and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $500,000., notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 2) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk Cotton, Shires and Associates, Inc. Dated: By: _____________________________ Ted Sayre, Principal Engineering Geologist AMENDMENT #1 TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND CSG CONSULTING, INC. WHEREAS, on July 1, 2016, the City of Dublin (hereinafter referred to as "City") and CSG Consulting, Inc. (hereinafter referred to as "Consultant”) entered into a Consulting Services Agreement for Construction Management and Inspection services (hereinafter referred to as the “Agreement”); and WHEREAS, the City and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $1,000,000., notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 2) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk CSG Consulting, Inc. Dated: By: _____________________________ Cyrus Kianpour, President AMENDMENT #1 TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND ENGEO INCORPORATED WHEREAS, on July 1, 2016, the City of Dublin (hereinafter referred to as "City") and ENGEO Incorporated (hereinafter referred to as "Consultant”) entered into a Consulting Services Agreement for Construction Inspection and Materials Testing services (hereinafter referred to as the “Agreement”); and WHEREAS, the City and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $500,000., notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 2) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk ENGEO Incorporated Dated: By: _____________________________ Josef Tootle, Principal AMENDMENT #1 TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND ENGEO INCORPORATED WHEREAS, on July 1, 2016, the City of Dublin (hereinafter referred to as "City") and ENGEO Incorporated (hereinafter referred to as "Consultant”) entered into a Consulting Services Agreement for Geology & Geotechnical services (hereinafter referred to as the “Agreement”); and WHEREAS, the City and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $500,000., notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 2) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk ENGEO Incorporated Dated: By: _____________________________ Josef Tootle, Principal AMENDMENT #1 TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND GEOSPHERE CONSULTING, INC. WHEREAS, on July 1, 2016, the City of Dublin (hereinafter referred to as "City") and Geosphere Consulting, Inc. (hereinafter referred to as "Consultant”) entered into a Consulting Services Agreement for Geology & Geotechnical services (hereinafter referred to as the “Agreement”); and WHEREAS, the City and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $500,000., notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 2) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk Geosphere Consulting, Inc. Dated: By: _____________________________ Eric J. Swenson Principal Geotechnical Engineer AMENDMENT #1 TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND HILL INTERNATIONAL, INC. WHEREAS, on July 1, 2016, the City of Dublin (hereinafter referred to as "City") and Hill International, Inc. (hereinafter referred to as "Consultant”) entered into a Consulting Services Agreement for Construction Management and Inspection services (hereinafter referred to as the “Agreement”); and WHEREAS, the City and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $500,000., notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 2) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk Hill International, Inc. Dated: By: _____________________________ Anthony Marraro, Principal in Charge AMENDMENT #2 TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND OMNI MEANS, LTD. WHEREAS, on July 1, 2014, the City of Dublin (hereinafter referred to as "City") and Omni-Means, LTD. (hereinafter referred to as "Consultant”) entered into a Consulting Services Agreement for Traffic Engineering services (hereinafter referred to as the “Agreement”); and WHEREAS, on June 7, 2016 the City Amended the Agreement to extend the term through June 30, 2018; and WHEREAS, the City and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $100,000., notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 2) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk Omni-Means, LTD. Dated: By: _____________________________ Ronald G. Boyle, P.E. AMENDMENT #1 TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND SWINERTON MANAGEMENT AND CONSULTING WHEREAS, on July 1, 2016, the City of Dublin (hereinafter referred to as "City") and Swinerton Management and Consulting (hereinafter referred to as "Consultant”) entered into a Consulting Services Agreement for Construction Management and Inspection services (hereinafter referred to as the “Agreement”); and WHEREAS, the City and Consultant now wish to amend the Agreement to include a limit on the total compensation payable to the Consultant under the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended as follows: 1) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety and replaced with the following: Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. The total sum paid to Consultant shall not exceed $3,000,000., notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. 2) Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date written below. CITY OF DUBLIN Dated: ___________ __ By: __________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk Swinerton Management and Consulting Dated: By: _____________________________ Jeffrey S. Gee, Vice President CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND ENGEO INCORPORATED This Agreement is made and entered into between the City of Dublin("City")and ENGEO Incorporated ("Consultant") as of July 1, 2016(the"Effective Date"). In consideration of their mutual covenants,the parties hereto agree as follows: Section 1.SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A,the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2019, and Consultant shall complete the work described in Exhibit A as assigned by Task Order prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in conformance with standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion,at any time during the term of this Agreement,desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2.COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently,the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees,agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,etc.; The beginning and ending dates of the billing period; A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects, all hours must also be logged by project assignment o A brief description of the work,and each reimbursable expense A Task Summary containing the original contract amount,the amount of prior billings,the total due this period,the balance available under the Agreement, and the percentage of completion; The total number of hours of work performed under the Agreement by Consultant and each employee, agent,and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received,for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra,further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not exceed 3,000). Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Document Reproduction Postage 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3.FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section,and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks,filing cabinets,and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location,quantity,and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges,vehicles,and reproduction facilities. Section 4.INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure"occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s)and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore,the requirements for coverage and limits shall be(1)the minimum coverage and limits specified in this Agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured;whichever is greater. The additional insured coverage under the Consultant's policy shall be"primary and non-contributory"and will not seek contribution from City's insurance or self- insurance and shall be at least as broad as CG 20 01 04 12. In the event Consultant fails to maintain coverage as required by this Agreement, City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled,changed, or allowed to lapse without at least thirty(30)days' prior written notice to City of such cancellation,change,or lapse. 4.1 Workers'Compensation. Consultant shall,at its sole cost and expense, maintain Statutory Workers'Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers'Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00)per accident. In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided,or the Consultant, if a program of self- insurance is provided,shall waive all rights of subrogation against the City and its officers,officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a.City and its officers, employees,agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied,or used by Consultant;and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers,employees, agents,or volunteers. b.The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c.An endorsement must state that coverage is primary insurance with respect to the City and its officers,officials,employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d.Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e.An endorsement shall state that coverage shall not be canceled except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant,at its own cost and expense,shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended,voided,canceled by either party, reduced in coverage or in limits,except after thirty(30)days'prior written notice by certified mail, return receipt requested,has been given to the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a.The retroactive date of the policy must be shown and must be before the date of the Agreement. b.Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work,so long as commercially available at reasonable rates. c.If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise,at the Consultant's sole cost and expense,any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests'rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete,certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages,scope, limits, and forms of such insurance are either not commercially available,or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. All self-insured retentions(SIR)and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City(if agreed to in a written contract or agreement) before City's own insurance or self-insurance shall be called upon to protect City as a named insured. 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited,or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies,which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder,or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof;and/or Terminate this Agreement. Section 5.INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. To the maximum extent allowed by law, Consultant shall indemnify, keep and save harmless the City, and City Councilmembers, officers, agents and employees against any and all suits,claims or actions arising out of any injury to persons or property, including death,that may occur,or that may be alleged to have occurred, in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees,subcontractors or agents. Consultant further agrees to defend any and all such actions,suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action, Consultant shall, at its expense,satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by,the insurance obligations contained in this Agreement. In the event that Consultant or any employee,agent,or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System PERS)to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify,defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents,or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6.STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City,state,or federal policy, rule, regulation, law,or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to,any compensation, benefit,or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS)as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied,to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7.LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits,qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents,any subcontractors shall,at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the basis of a person's race, religion,color,national origin, age, physical or mental handicap or disability, medical condition, marital status,sex,or sexual orientation, against any employee, applicant for employment,subcontractor, bidder for a subcontract,or participant in, recipient of,or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal,state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment,contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8.TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon 30 days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs,computer software,video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension,City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications,drawings, reports,design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9.KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps, models,charts, studies,surveys, photographs, memoranda, plans,studies,specifications, records,files,or any other documents or materials, in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City,all data, plans,specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices,vouchers,canceled checks,and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years, or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection,audit,and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00),the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three(3)years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief,to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable,the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location,would place Consultant in a conflict of interest,"as that term is defined in the Political Reform Act,codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve(12) months, an employee, agent, appointee,or official of the City. If Consultant was an employee,agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code§1090 et seq.,the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code§1090 and, if applicable,will be disqualified from holding public office in the State of California. Principals and those performing work for City of Dublin may be required to submit a California Fair Political Practices Commission(FPPC) Form 700: Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at http://www.fppc.ca.gov/Form700.html. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting,focus group,or interview related to this Agreement,either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the City Manager("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: ENGEO Inc. Josef Tootle, Principal 2010 Crow Canyon Place, Ste.250 San Ramon,CA 94583 Any written notice to City shall be sent to: The City of Dublin Attn: Gary Huisingh 100 Civic Plaza Dublin,CA 94568 10.11 Integration. This Agreement, including Exhibits A, B and C, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations,or agreements, either written or oral. IN WITNESS HEREOF,the parties have caused their authorized representatives to execute this Agreement on the day of 20 . CITY OF I-BLIN CONSULTANT 7 7 Christopher L. Foss, City Man.ger Josef Tootl /Princip.l Attest: C4.44) es,§ i Caroline Soto, City Clerk Approved as to Form: Jo • :a er, City Attorney EXHIBIT A SCOPE OF SERVICES Construction Inspection and Materials Testing Services Services may include construction inspection of Capital Improvement Program projects and/or improvements associated with private land development; Special Inspection (Concrete Placement, ACI or ICC, Electrical, Mechanical, Welding, Rebar, Conduit, Cables, etc.), and Public Works Inspection. Special Inspection firms shall be on the City of Dublin's Building Department's "Recognized Special Inspection & Testing Agency" list. Materials testing services may include Field and Laboratory Compaction Testing using Caltrans and ASTM methods, asphalt or concrete batch plant inspection. In addition, Consultant may be asked to perform other tasks as assigned and directed by the City Engineer. EXHIBIT B COMPENSATION SCHEDULE GE GlO I E CIINIC AL ENVIRONMENTALTAI. WATER RE SOURCE 5 COSIREC[ION SERVICES PREFERRED CLIENT FEE SCHEDULE PROFESSIONAL SERVICES Effective April 2016 President 305.00 per hour Principal Engineer/Geologist 250.00 per hour Associate Engineer/Geologist 225.00 per hour Senior Engineer/Geologist S200.00 per hour Project Engineer/Gcologisl/Manager 180.00 per hour Environmental Scientist 175.00 per hour Staff Engineer/Geologist 160.00 per hour Assistant Engineer 135.00 per hour Construction Services Manager 158.00 per hour Senior Field Representative II 143.00 per hour*/** Senior Field Representative 1 128.00 per hour•/•• Field Representative 118.00 per hour*/*• Environmental Technician 125.00 per hour*/•• Senior Laboratory Technician 145.00 per hour Laboratory Technician 130.00 per hour CAD/GIS Specialist 128.00 per hour Network Administrator 195.00 per hour Project Assistant 113.00 per hour Two-hour minimum portal to portal.Travel time,pick-up and delivery will be billed based on normal hourly rates,portal to portal. OVERTIME RATES:Rates increased by factor of 1.5 for all hours worked in excess of eight(8)Monday through Friday,and the first eight(8)hours worked on Saturday.Rates increased by factor of 2.0 for all hours worked in excess of twelve(12)Monday through Friday, all hours worked in excess of eight(8)on Saturday and all hours worked on Sunday and holidays. For Prevailing Wage projects,increase the hourly rate by$15. Rates increased by factor of 1.25 for night shift hours(hours commencing after 4:00 p.m.or before 4:00 a.m.);rates increased by factor of 1.875(an additional factor of 1.5)for all night shift hours in excess of eight(8). Deposition, Mediation, Arbitration, or Court Appearance: $2,000.00 half day, $4,000.00 full day EQUIPMENT AND MATERIALS CHARGES Description Cost Per Unit(S) Unit Air Content Meter 7.00 hour Bailers(Disposable) 8.00 each Concrete Crack Monitor 20.00 each Coring Machine 25.00 hour Electronic Water Level Indicator 5.00 hour Engineering Analysis Software 20.00 hour Equipment Transport(er) 100.00 hour Exploration Equipment(Percussion Penetrometer) 50.00 hour Floor Flatness/Floor Level Equipment 20.00 hour Generator 15.00 hour GIS Website Portal Maintenance 100.00 month GPS Hand Held(Garmin) 5.00 hour GPS Survey Grade(Trimble) 90.00 hour Hand Auger and Soil Sampler 15.00 hour Hydraulic Pull-Test Equipment 15.00 hour Interface Probe 2.00 hour Magnetic Particle Test Equipment 8.00 hour Moisture Content Test Equipment 6.00 hour Multi-Parameter Water Meter 15.00 hour pH Meter/Turbidity Meter 10.00 hour Photo Ionization Detector 15.00 hour R Meter(Pachometer) 15.00 hour Sampling Tubes 10.00 each Sand Cone Equipment and Material 5.00 hour Schmidt Hammer 20.00 hour Skidmore Wilhelm Bolt Tension Calib. 10.00 hour Slope Inclinometer/Settlement Indicator/VW Readout 50.00 hour Torque Wrench 12.00 hour Transfer Pump 3.00 hour Ultrasonic Equipment 25.00 hour Vapor Emission Test Kit 25.00 kit Vector Conversion 60.00 conversion Vehicle,mileage,nuclear gauge,misc.equipment,wireless communication 22.00 hour Vehicle,mileage,misc.equipment,wireless communication 13.00 hour Water Sampling Pumps 20.00 hour Bridge Toll actual actual Mileage 78 mile Parking actual actual Trailer 15.00 hour AutoCAD,Terramodel,GIS,Drone 20.00 hour Photocopies Black&White 0.25 each Photocopies Color 11 x 17 1.50 each Photocopies Color 816 x 11 1.00 each Plot-Black&White 3.00 square foot Plot-Color 4.00 square foot Postage actual actual Scan-Black&White 1.50 each Scan-Color 175 each Telephone 0.50 minute April 1.2016 NS w_cngul.corn REIMBURSABLES AND RATE INCREASES: Rates are all-inclusive of overhead, equipment,travel within the San Francisco Metropolitan Bay Area, office supplies, etc. Reimbursable items, if any, are invoiced at cost to our Clients. Rates are good through December 31, 2017. Consultant may submit a new rate schedule which shall not exceed 3%, and shall be based on the San Francisco Bay Area Consumer Price Index CPI for that period of time and this shall be submitted to the Public Works Director,or their designee, prior to taking effect. Remit Invoice to: City of Dublin Public Works Department 100 Civic Plaza Dublin, CA 94568 Pursuant to California Labor Code section 1771.1, Consultant shall be registered with the Department of Industrial Relations. Prevailing Wage Pursuant to California Labor Code Section 1771, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in the California Labor Code must be paid to all workers engaged in performing the Work. Pursuant to California Labor Code Section 1770 and following, the Director of Industrial Relations has determined the general prevailing wage per diem rates for the locality in which the Work is to be performed. Pursuant to California Labor Code Section 1773, the City has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in the locality in which the Work is to be performed for each craft, classification or type of worker needed to perform the project. Pursuant to California Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at the City Public Works Department and will be made available on request. Throughout the performance of the Work the Contractor must comply with all provisions of the Contract Documents and all applicable laws and regulations that apply to wages earned in performance of the Work. The Contractor is subject to prevailing wage rate compliance monitoring and enforcement by the California Department of Industrial Relations. The contractor or subcontractor(s) shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to California Labor Code Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to California Labor Code Section 1725.5 at the time the contract is awarded. EXHIBIT C Public Contract Code PRIME PROPOSER AND SUBCONSULTANTS MUST SUBMIT A SIGNED PUBLIC CONTRACT CODE STATEMENT*** Public Contract Code Section 10285.1 Statement In accordance with Public Contract Code Section 10285.1(Chapter 376,Stats.1985),the proposer hereby declares under penalty of perjury under the laws of the State of California that the proposer has_,has not X (mark one) been convicted within the preceding three years of any offenses referred to in that section,including any charge of fraud, bribery,collusion,conspiracy,or any other act in violation of any state or Federal antitrust law in connection with the bidding upon,award of,or performance of,any public works contract,as defined in Public Contract Code Section 1101,with any public entity,as defined in Public Contract Code Section 1100,including the Regents of the University of California or the Trustees of the California State University.The term"proposer"is understood to include any partner,member,officer,director, responsible managing officer,or responsible managing employee thereof,as referred to in Section 10285.1. Note: The proposer must place a check mark after"has"or"has not"in one of the blank spaces provided.The above Statement is part of the Proposal.Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement.Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. Public Contract Code Section 10162 Questionnaire In accordance with Public Contract Code Section 10162,the Proposer shall complete,under penalty of perjury,the following questionnaire: Has the proposer,any officer of the proposer,or any employee of the proposer who has a proprietary interest in the proposer, ever been disqualified,removed,or otherwise prevented from bidding on,or completing a federal,state,or local government project because of a violation of law or a safety regulation? Yes No X If the answer is yes,explain the circumstances in the following space. Public Contract Code 10232 Statement In accordance with Public Contract Code Section 10232,the PROPOSER,hereby states under penalty of perjury,that no more than one final unappealable finding of contempt of court by a federal court has been issued against the PROPOSER within the immediately preceding two year period because of the PROPOSER's failure to comply with an order of a federal court which orders the PROPOSER to comply with an order of the National Labor Relations Board. Note: The above Statement and Questionnaire are part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement and Questionnaire. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. By my signature on this proposal I certify, under penalty of perjury under the laws of the State of California,that the foregoing questionnaire and statements of the Public Contract Code Sections 10162, 10232 and 10285.1 are true and correct and that the proposer has complied with the requirements of Section 8103 of the Fair Employment and Housing Commission Regulations (Chapter 5,Title 2 of the California Administrative Code.) By my signature on this proposal I further certify, under penalty of perjury under the laws of the State of California and the United States of America,that the Noncollusion Affidavit required under Title 23 United States Code, Section 112 and Public Contract Code Section 7106; and the Title 49 Code of Federal Regulations, Part 29 Debarment and Suspension Certification are true and correct. March 17, 2016 1 DATE AUTHORIZED SIGNATURE) Josef Tootle NAME AND TITLE) ENGEO COMPANY NAME) 2010 Crow Canyon Place, San Ramon, CA 94583 COMPANY ADDRESS) DATE(MM/DD/YYYY) A o CERTIFICATE OF LIABILITY INSURANCE 6/17/2016 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 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). CONT PRODUCER NAMEACT Kim Coleman Berger Edgewood Partners Insurance Center PHONE 916-576-1534 FAX 916-583-7619 License No OB29370 A/C No Fet). A/C,Not: PO Box 13847 E-MAIL Kim.Coleman_Berger @epicbrokers.com Sacramento CA 95853 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Travelers Property Casualty 36161 INSURED ENGEO-1 INSURER B:Travelers Indemnity Company 25658 ENGEO Incorporated INSURER C:Lloyd's 85202 2010 Crow Canyon Place#250 INSURER D: San Ramon CA 94583-4634 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:630426752 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DD/YYYY) (MM/DD/YYYY); LIMITS A x COMMERCIAL GENERAL LIABILITY Y Y 6608899N880 9/1/2015 9/1/2016 EACH OCCURRENCE 1,000,000 DAMAGE TO RENTED I CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $300,000 X • Deductible NIL MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY j $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $2,000,000 I PRO PRODUCTS-COMP/OPAGG $2,000,000XPRO-POLICY I P LOC OTHER: B AUTOMOBILE LIABILITY Y Y 8108899N880 9/1/2015 9/1/2016 (Ea CO aBINEDtSINGLE LIMIT $ 1,000,000 X 1 ANY AUTO BODILY INJURY(Per person) 1 $ ALL OS ED SCHEDULED BODILY INJURY(Per accident) $ AUTOS x NON-OWNED ROacERTYDAMAGE rHIREDAUTOSAUTOS A X 1 UMBRELLA LIAB I X OCCUR CUP9331B367 9/1/2015 9/1/2016 EACH OCCURRENCE 1 $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE 5,000,000 DED X RETENTION$NIL WORKERS COMPENSATION UB8669N078 9/1/2015 9/1/2016AY X STATUTE I EERH AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT ; $1,000,000 OFFICER/MEMBER EXCLUDED? Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L,DISEASE-POLICY LIMIT S1,000,000 C Errors&Omissions B0702BN301420J 9/1/2015 1 9/1/2016 Per Claim 1,000,000 Claims Made Aggregate 1,000,000 Retro Active Date 03/08/89 Retention 150,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re: All Contracts/Written Agreements between the Certificate Holder and the Insured.Additional Insured: The City of Dublin and its officers, employees, agents, and volunteers. When required by written contract, Additional Insured status with primary coverage applies to General Liability and Automobile Liability and Waiver of Subrogation applies to General Liability,Automobile Liability, and Workers'Compensation, all per the attached endorsements. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The City of Dublin THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Gary Huisingh ACCORDANCE WITH THE POLICY PROVISIONS. 100 Civic Plaza Dublin CA 94568 AUTHORIZED REPRESENTATIVE 4 rte- i 64% Z,--- 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 6608899N880 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - ALL PROJECTS SUBJECT TO A WRAP-UP INSURANCE PROGRAM WITH LIMITED EXCEPTIONS FOR CERTAIN ONGOING OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS 1. The following exclusion is added to Paragraph 2., The exceptions in this exclusion do not apply to Exclusions, of SECTION I — COVERAGES — bodily injury" or "property damage" included in COVERAGE A BODILY INJURY AND PROP- the "products-completed operations hazard" even ERTY DAMAGE LIABILITY: if you are required to provide such coverage for Wrap-up Insurance Programs an additional insured by a written contract or agreement. Bodily injury" or"property damage" arising out of any project that is or was subject to a "wrap-up 2. The following is added to the DEFINITIONS Sec- insurance program". lion: This exclusion does not apply to "bodily injury" or Wrap-up insurance program" means any agree- ment or arrangement, including any contractor-propertyproperty damage arising out of your ongoing operations that: controlled, owner-controlled or similar insurance program, under which: 1) Are being performed at any location owned by, or rented to, you that is outside the project a. Some or all of the contractors working on a site for that project and is not covered by the specific project, or specific projects, are re- wrap-up insurance program" for that project; quired to enroll in a program to obtain ins - or ance that: 2) Are punch list or warranty work, if coverage 1) Includes the same or similar insurance as was available to the insured under the "wrap- that provided by this Coverage Part; and up insurance program" for "bodily injury" and 2) Is issued specifically for injury or damage property damage"arising out of your ongoing arising out of such project or projects; and operations and the "bodily injury" or "property b. You are or were enrolled or allowed to enroll. damage" occurs after the expiration of all such coverage. CG D3 91 08 13 2013 The Travelers Indemnity Company.All rights reserved.Page 1 of 1 Policy#6608899N880 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II - WHO IS plies only to such "bodily injury" or "property AN INSURED: damage"that occurs before the end of the pe- Any person or organization that you agree in a hod of time for which the "written contract re- written contract requiring insurance"to include as quiring insurance" requires you to provide an additional insured on this Coverage Part, but: such coverage or the end of the policy period, whichever is earlier. a. Only with respect to liability for "bodily injury", property damage"or"personal injury";and 2. The following is added to Paragraph 4.a. of SEC- TION IV - COMMERCIAL GENERAL LIABILITY b. If, and only to the extent that, the injury or CONDITIONS: damage is caused by acts or omissions of you or your subcontractor in the performance The insurance provided to the additional insured of "your work" to which the "written contract is excess over any valid and collectible "other in requiring insurance" applies. The person or surance", whether primary, excess, contingent or organization does not qualify as an additional on any other basis, that is available to the addi- insured with respect to the independent acts tional insured for a loss we cover. However, if you or omissions of such person or organization, specifically agree in the "written contract requiring insurance" that this insurance provided to the ad- The insurance provided to such additional insured ditional insured under this Coverage Part must is limited as follows:apply on a primary basis or a primary and non- c. In the event that the Limits of Insurance of contributory basis, this insurance is primary to this Coverage Part shown in the Declarations other insurance" available to the additional in- exceed the limits of liability required by the sured which covers that person or organization as written contract requiring insurance", the in- a named insured for such loss, and we will not surance provided to the additional insured share with that "other insurance". But this insur- shall be limited to the limits of liability required ance provided to the additional insured still is ex- by that "written contract requiring insurance". cess over any valid and collectible "other insur- This endorsement shall not increase the limits ance", whether primary, excess, contingent or on of insurance described in Section III - Limits any other basis, that is available to the additional Of Insurance. insured when that person or organization is an d. This insurance does not apply to the render- additional insured under any "other insurance". ing of or failure to render any "professional 3. The following is added to SECTION IV - COM- services" or construction management errors MERCIAL GENERAL LIABILITY CONDITIONS: or omissions. Duties Of An Additional Insured e. This insurance does not apply to "bodily in- As a condition of coverage provided to the addi- jury" or "property damage" caused by "your tional insured: work" and included in the "products- completed operations hazard" unless the a. The additional insured must give us written written contract requiring insurance" specifi-notice as soon as practicable of an "occur- cally requires you to provide such coverage rence" or an offense which may result in a for that additional insured, and then the insur-claim. To the extent possible, such notice ance provided to the additional insured ap-should include: CG D4 14 04 08 O 2008 The Travelers Companies,Inc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY i. How, when and where the "occurrence"any provider of other insurance which would or offense took place; cover the additional insured for a loss we ii. The names and addresses of any injured cover. However, this condition does not affect persons and witnesses; and whether this insurance provided to the addi- iii. The nature and location of any injury or tional insured is primary to that other insur- ancearisingoutofthe "occurrence"or available to the additional insured which offense. covers that person or organization as a b. If a claim is made or "suit" is brought against named insured. the additional insured, the additional insured 4. The following is added to the DEFINITIONS Sec- must: lion: i. Immediately record the specifics of the Written contract requiring insurance" means that claim or"suit"and the date received;and part of any written contract or agreement under or-ii. Notify us as soon as practicable. which you are required to include a person or or- ganization as an additional insured on this Cover- The additional insured must see to it that we age Part, provided that the "bodily injury" and receive written notice of the claim or "suit" as property damage" occurs and the "personal in- soon as practicable. jury" is caused by an offense committed: c. The additional insured must immediately send a. After the signing and execution of the contract us copies of all legal papers received in con-or agreement by you; nection with the claim or"suit", cooperate with b. While that part of the contract or agreement is us in the investigation or settlement of the in effect; and claim or defense against the "suit", and oth- erwise comply with all policy conditions. c. Before the end of the policy period. d. The additional insured must tender the de- fense and indemnity of any claim or "suit" to Page 2 of 2 2008 The Travelers Companies, Inc. CG D4 14 04 08 POLICY NUMBER: 6608899N880 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS b. The"personal injury" or"advertising injury"for COMMERCIAL GENERAL LIABILITY CONDITIONS which coverage is sought arises out of an of- Section IV), Paragraph 4. (Other Insurance), is fense committed amended as follows: subsequent to the signing and execution of that 1. The following is added to Paragraph a. Primary contract or agreement by you. Insurance: 2. The first Subparagraph (2) of Paragraph b. Ex- However, if you specifically agree in a written con cess Insurance regarding any other primary in- tract or written agreement that the insurance pro- surance available to you is deleted. vided to an additional insured under this 3. The following is added to Paragraph b. Excess Coverage Part must apply on a primary basis, or Insurance, as an additional subparagraph under a primary and non-contributory basis, this insur- Subparagraph(1): ance is primary to other insurance that is avail- That is available to the insured when the insured able,to such additional insured which covers such is added as an additional insured under any otheradditionalinsuredasanamedinsured, and we policy, including any umbrella or excess policy.will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs; and CG DO 37 04 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved.Page 1 of 1 Policy Number 6608899N880 COMMERCIAL GENERAL LIABILITY 2) The total of all deductible and Insurance shown on the Declarations of self-insured amounts under that this Coverage Part. other insurance". R. UNINTENTIONAL OMISSION We will share the remaining loss, if 1. The following is added to Paragraph 6. Rep-any,with any "other insurance"that is resentations of SECTION IV — COMMER- not described in this Excess Insur- CIAL GENERAL LIABILITY CONDITIONS:ance provision. c. Method Of Sharing The unintentional omission of, or uninten- tional error in, any information provided byIfallofthe "other insurance" permits you which we relied upon in issuing this policy contribution by equal shares, we will shall not prejudice your rights under this in- follow this method also. Under this surance. approach each provider of insurance contributes equal amounts until it has 2. This Provision R. does not affect our right to paid its applicable limit of insurance collect additional premium or to exercise our or none of the loss remains, which-right of cancellation or nonrenewal in accor- ever conies first. dance with applicable insurance laws or regu- If any of the "other insurance" does lations. not permit contribution by equal S. WAIVER OF TRANSFER OF RIGHTS OF RE- shares, we will contribute by limits. COVERY AGAINST OTHERS TO US WHEN Under this method, the share of each REQUIRED BY CONTRACT provider of insurance is based on the The following is added to Paragraph 8. Transferratioofitsapplicablelimitofinsur- of Rights of Recovery Against Others to Us ofancetothetotalapplicablelimitsof SECTION IV — COMMERCIAL GENERAL LI-insurance of all providers of insur- ABILITY CONDITIONS:ance. 2. The following definition is added to SECTION We waive any rights of recovery we may have V— DEFINITIONS: against any person or organization because of Other insurance": payments we make fo- "bodily injury", "property" personal, personal injury' or "advertising injury" a. Means insurance, or the funding of arising out of: losses, that is provided by, through or on 1. Premises owned by you, temporarily occu-behalf of: pied by you with permission of the owner, or 1) Another insurance company; leased or rented to you; 2) Us or any of our affiliated insurance 2. Ongoing operations performed by you, or on companies, except when the Non your behalf, under a contract or agreement cumulation of Each Occurrence Limit with that person or organization; section of Paragraph 5. of LIMITS OF INSURANCE (Section III) or the Non 3. "Your work"; or cumulation of Personal and Advertis- 4. "Your products". ing Injury limit sections of Paragraph We waive these rights only where you have4. of LIMITS OF INSURANCE (Sec- agreed to do so as part of a "written contract re-tion III) applies; quiring insurance" entered into by you before, and 3) Any risk retention group; in effect when, the "bodily injury' or "property 4) Any self-insurance method or pro- damage" occurs, or the "personal injury" offense gram, other than any funded by you or"advertising injury"offense is committed. and over which this Coverage Part T. AMENDED BODILY INJURY DEFINITION applies; or The following replaces the definition of "bodily5) Any similar risk transfer or risk man- injury"in the DEFINITIONS Section:agement method. b. Does not include umbrella insurance, or Bodily injury" means bodily injury, mental an- excess insurance, that you bought spe- guish, mental injury, shock, fright, disability, hu- cifically to apply in excess of the Limits of miliation, sickness or disease sustained by a per- CG D4 15 05 08(Rev.10-08) 2008 The Travelers Companies, Inc. COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 660-8899N880 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY DESIGNATED PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Project Designated Project(s): General Aggregate(s): EACH "PROJECT" FOR WHICH YOU HAVE AGREED, IN 2,000,000 A WRITTEN CONTRACT WHICH IS IN EFFECT DURING THIS POLICY PERIOD, TO PROVIDE A SEPARATE GENERAL AGGREGATE LIMIT, PROVIDED THAT THE CONTRACT IS SIGNED AND EXECUTED BY YOU BEFORE THE "BODILY INJURY" OR "PROPERTY DAMAGE" OCCURS. A. For all sums which the insured becomes legally 3. Any payments made under COVERAGE A. obligated to pay as damages caused by "occur-for damages or under COVERAGE C. for rences" under COVERAGE A. (SECTION I), and medical expenses shall reduce the Desig- for all medical expenses caused by accidents un-nated Project General Aggregate Limit for der COVERAGE C (SECTION I), which can be that designated "project". Such payments attributed only to operations at a single desig-shall not reduce the General Aggregate Limit nated "project"shown in the Schedule above: shown in the Declarations nor shall they re- 1. A separate Designated Project General Ag-duce any other Designated Project General gregate Limit applies to each designated "pro-Aggregate Limit for any other designated ject", and that limit is equal to the amount of project shown in the Schedule above. the General Aggregate Limit shown in the 4. The limits shown in the Declarations for Each Declarations, unless separate Designated Occurrence, Damage To Premises Rented Project General Aggregate(s) are sched-To You and Medical Expense continue to uled above. apply. However, instead of being subject to 2. The Designated Project General Aggregate the General Aggregate Limit shown in the Limit is the most we will pay for the sum of all Declarations, such limits will be subject to the damages under COVERAGE A., except applicable Designated Project General Ag- damages because of "bodily injury" or "prop- gregate Limit. erty damage" included in the "products- B. For all sums which the insured becomes legally completed operations hazard", and for medi- obligated to pay as damages caused by "occur- cal expenses under COVERAGE C, regard- rences" under COVERAGE A. (SECTION I), and less of the number of: for all medical expenses caused by accidents un- a. Insureds; der COVERAGE C. (SECTION I), which cannot be attributed only to operations at a single desig-b. Claims made or"suits" brought; or nated "project"shown in the Schedule above: c. Persons or organizations making claims or bringing"suits". CG D2 11 01 04 Copyright, The Travelers Indemnity Company, 2004 Page 1 of 2 COMMERCIAL GENERAL LIABILITY 1. Any payments made under COVERAGE A. vided, any payments for damages because of for damages or under COVERAGE C. for bodily injury" or "property damage" included in medical expenses shall reduce the amount the "products-completed operations hazard" will available under the General Aggregate Limit reduce the Products-Completed Operations Ag- or the Products-Completed Operations Ag- gregate Limit, and not reduce the General Aggre- gregate Limit,whichever is applicable; and gate Limit nor the Designated Project General 2. Such payments shall not reduce any Desig- Aggregate Limit. nated Project General Aggregate Limit. E. For the purposes of this endorsement the Defini- C. Part 2.of SECTION III— LIMITS OF INSURANCE tions Section is amended by the addition of the is deleted and replaced by the following: following definition: 2. The General Aggregate Limit is the most we Project" means an area away from premises will pay for the sum of:owned by or rented to you at which you are per- formingDamagesunderCoverageB; and forming operations pursuant to a contract or agreement. For the purposes of determining the b. Damages from "occurrences" under applicable aggregate limit of insurance, each COVERAGE A (SECTION I) and for all project" that includes premises involving the medical expenses caused by accidents same or connecting lots, or premises whose con- under COVERAGE C (SECTION I) which nection is interrupted only by a street, roadway, cannot be attributed only to operations at waterway or right-of-way of a railroad shall be a single designated "project" shown in the considered a single "project". SCHEDULE above. F. The provisions of SECTION III — LIMITS OF D. When coverage for liability arising out of the INSURANCE not otherwise modified by this en- products-completed operations hazard" is pro- dorsement shall continue to apply as stipulated. Page 2 of 2 Copyright, The Travelers Indemnity Company, 2004 CG D2 11 01 04 Policy Number: 8108899N880 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF B. BLANKET ADDITIONAL INSURED USE—INCREASED LIMIT C. EMPLOYEE HIRED AUTO I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS — INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO — LIMITED WORLDWIDE COV- LOSS ERAGE—INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE—GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that The following is added to Paragraph Al., Who Is person or organization qualifies as an "insured" An Insured, of SECTION II—COVERED AUTOS under the Who is An Insured provision contained LIABILITY COVERAGE: in Section II. Any organization you newly acquire or form dur C. EMPLOYEE HIRED AUTO ing the policy period over which you maintain 1. The following is added to Paragraph A.1., 50% or more ownership interest and that is not Who Is An Insured, of SECTION II — COV- separately insured for Business Auto Coverage. ERED AUTOS LIABILITY COVERAGE: Coverage under this provision is afforded only un-An "employee" of yours is an "insured" while til the 180th day after you acquire or form the or-operating an "auto" hired or rented under a ganization or the end of the policy period, which-contract or agreement in an "employee's" ever is earlier. name, with your permission, while performing duties related to the conduct of your busi- B. BLANKET ADDITIONAL INSURED ness. The following is added to Paragraph c. in Al., 2. The following replaces Paragraph b. in B.5., Who Is An Insured, of SECTION II — COVERED Other Insurance, of SECTION IV — BUSI- AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS: Any person or organization who is required under b. For Hired Auto Physical Damage Cover- a written contract or agreement between you and age, the following are deemed to be cov- that person or organization, that is signed and ered "autos"you own: executed by you before the "bodily injury" or 1) Any covered "auto" you lease, hire, property damage" occurs and that is in effect rent or borrow; and during the policy period, to be named as an addi- 2) Any covered "auto" hired or rented by tional insured is an "insured" for Covered Autos your "employee" under a contract in Liability Coverage, but only for damages to which an "employee's" name, with your CA T3 53 02 15 2015 The Travelers Indemnity Company.All rights reserved,Page 1 of 4 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO permission, while performing duties a) With respect to any claim made or "suit" related to the conduct of your busi- brought outside the United States of ness. America, the territories and possessions However, any "auto"that is leased, hired, of the United States of America, Puerto rented or borrowed with a driver is not a Rico and Canada: covered "auto". i) You must arrange to defend the "in- D. EMPLOYEES AS INSURED sured" against, and investigate or set- tle any such claim or "suit" and keepThefollowingisaddedtoParagraphA.1., Who Is us advised of all proceedings and ac- An Insured, of SECTION II —COVERED AUTOS tions. LIABILITY COVERAGE: ii) Neither you nor any other involvedAny "employee" of yours is an "insured" while us- insured" will make any settlementingacovered "auto"you don't own, hire or borrow without our consent. in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS — INCREASED iii) We may, at our discretion, participate in defending the "insured" against, orLIMITSinthesettlementof, any claim or 1. The following replaces Paragraph A.2.a.(2), suit". of SECTION II —COVERED AUTOS LIABIL- iv) We will reimburse the "insured" for ITY COVERAGE: sums that the "insured" legally must 2) Up to $3,000 for cost of bail bonds (in- pay as damages because of "bodily cluding bonds for related traffic law viola- injury" or "property damage" to which tions) required because of an "accident" this insurance applies, that the "in- we cover. We do not have to furnish sured" pays with our consent, but these bonds. only up to the limit described in Para- 2. The following replaces Paragraph A.2.a.(4), graph C., Limits Of Insurance, of of SECTION II —COVERED AUTOS LIABIL- SECTION II — COVERED AUTOS ITY COVERAGE: LIABILITY COVERAGE. 4) All reasonable expenses incurred by the v) We will reimburse the "insured" for insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $500 a day be- with our consent for your investiga- cause of time off from work. tion of such claims and your defense of the "insured" against any suchF. HIRED AUTO — LIMITED WORLDWIDE COV- suit", but only up to and includedERAGE—INDEMNITY BASIS within the limit described in Para- The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of graph B.7., Policy Period, Coverage Territory, SECTION II — COVERED AUTOS of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to 5) Anywhere in the world, except any country or make such payments ends when we jurisdiction while any trade sanction, em- have used up the applicable limit of bargo, or similar regulation imposed by the insurance in payments for damages, United States of America applies to and pro—settlements or defense expenses. hibits the transaction of business with or b) This insurance is excess over any valid within such country or jurisdiction, for Coy- and collectible other insurance available ered Autos Liability Coverage for any covered to the "insured" whether primary, excess, auto" that you lease, hire, rent or borrow contingent or on any other basis. without a driver for a period of 30 days or less c) This insurance is not a substitute for re- and that is not an "auto" you lease, hire, rent quired or compulsory insurance in anyorborrowfromanyofyour "employees", country outside the United States, its ter- partners (if you are a partnership), members ritories and possessions, Puerto Rico and if you are a limited liability company) or Canada. members of their households. Page 2 of 4 2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO You agree to maintain all required or 2) In or on your covered "auto". compulsory insurance in any such coun- This coverage applies only in the event of a total try up to the minimum limits required by theft of your covered "auto". local law. Your failure to comply with No deductibles apply to this Personal Propertycompulsoryinsurancerequirementswill not invalidate the coverage afforded by coverage. this policy, but we will only be liable to the K. AIRBAGS same extent we would have been liable The following is added to Paragraph B.3., Exclu- had you complied with the compulsory in- sions, of SECTION III — PHYSICAL DAMAGE surance requirements. COVERAGE: d) It is understood that we are not an admit- Exclusion 3.a. does not apply to "loss" to one or ted or authorized insurer outside the more airbags in a covered "auto" you own that in- United States of America, its territories late due to a cause other than a cause of "loss" and possessions, Puerto Rico and Can- set forth in Paragraphs A.1.b. and A.1.c., but ada. We assume no responsibility for the only: furnishing of certificates of insurance, or a. If that "auto" is a covered "auto" for Compre- for compliance in any way with the laws hensive Coverage under this policy; of other countries relating to insurance. b. The airbags are not covered under any war- G. WAIVER OF DEDUCTIBLE—GLASS ranty; and The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated. ble, of SECTION III — PHYSICAL DAMAGE We will pay up to a maximum of $1,000 for anyCOVERAGE:one "loss". No deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than LOSS replaced. The following is added to Paragraph A.2.a., of H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF SECTION IV—BUSINESS AUTO CONDITIONS: USE—INCREASED LIMIT Your duty to give us or our authorized representa- The following replaces the last sentence of Para- tive prompt notice of the "accident" or "loss" ap- graph A.4.b., Loss Of Use Expenses, of SEC- plies only when the "accident" or "loss" is known TION III—PHYSICAL DAMAGE COVERAGE: to: However, the most we will pay for any expenses a) You (if you are an individual); for loss of use is $65 per day, to a maximum of b) A partner(if you are a partnership); 750 for any one "accident". I. PHYSICAL DAMAGE — TRANSPORTATION c) pant'); ( if you are a limited liability com- l. EXPENSES—INCREASED LIMIT d) An executive officer, director or insurance The following replaces the first sentence in Para-manager (if you are a corporation or other or- graph A.4.a., Transportation Expenses, of ganization); or SECTION III — PHYSICAL DAMAGE COVER- e) Any "employee" authorized by you to give no- AGE: lice of the "accident" or"loss", We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION 1,500 for temporary transportation expense in- The following replaces Paragraph A.5., Transfer curred by you because of the total theft of a coy- Of Rights Of Recovery Against Others To Us,ered "auto" of the private passenger type. of SECTION IV — BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS: The following is added to Paragraph A.4., Cover- 5. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III — PHYSICAL Others To Us DAMAGE COVERAGE:We waive any right of recovery we may have Personal Property against any person or organization to the ex- tent required of you by a written contractWewillpayupto $400 for "loss" to wearing ap-signed and executed prior to any "accident" parel and other personal property which is: or"loss", provided that the "accident" or"loss" 1) Owned by an "insured"; and arises out of operations contemplated by CA T3 53 02 15 2015 The Travelers Indemnity Company.All rights reserved.Page 3 of 4 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not contract. prejudice your rights under this insurance. How- N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col- The following is added to Paragraph B.2., Con- lect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non-renewal. SECTION IV—BUSINESS AUTO CONDITIONS: Page 4 of 4 Q 2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Policy Number: 8108899N880 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2. The following is added to Paragraph B.5., Other 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV — BUSINESS AUTO Is An Insured, of SECTION II — COVERED CONDITIONS: AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and Any person or organization who is required under paragraph d. of this part 5. Other Insurance, this a written contract or agreement between you and insurance is primary to and non-contributory with that person or organization, that is signed and applicable other insurance under which an addi- executed by you before the "bodily injury" or tional insured person or organization is the first property damage" occurs and that is in effect named insured when the written contract or during the policy period, to be named as an addi- agreement between you and that person or or- tional insured is an "insured" for Covered Autos ganization, that is signed and executed by youLiabilityCoverage, but only for damages to which before the "bodily injury" or "property damage"this insurance applies and only to the extent that person or organization qualifies as an "insured" occurs and that is in effect during the policy pe-person the Who Is An Insured provision contained rind, requires this insurance to be primary and in SECTION II. non-contributory. CA T4 74 02 15 2015 The Travelers Indemnity Company.All rights reserved.Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. TRAVELERSS WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 ( A) — POLICY NUMBER: UB8669N078 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. The additional premium for this endorsement shall be of the California workers' compensation pre- mium. Schedule Person or Organization Job Description Any person or organization for which the named As required by Written Contract insured has agreed by written contract executed prior to loss to furnish this waiver. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 9/1/15 Policy No. UB8669N078 Endorsement No. Insured Engeo Inc. Premium Insurance Company Travelers Property Casualty Countersigned by DATE OF ISSUE: ST ASSIGN: CA Page 1 of 1