Loading...
2020/11/02 C Below, Inc. CIP21-214 Ash Dale Way Drain Improvement DocuSign Envelope ID:0991831A-92D7-4987-B260-11315D2899EF0 MENIFEE CITY OF MENIFEE Agreement/contract coversheet DATE: November 3, 2020 DS TO: Armando G.Villa,City Manager CC: Department Date I ' ' Is Jeff B. Wyman, Assistant City Manager 1/5/2020 y3wanq Wendy Preece, Deputy Finance Director s Rochelle Clayton, Deputy City Manager 1111012020 Jeffrey T. Melching, City Attorney 1111012020 S Sarah A. Manwaring, City Clerk 1/17/2020 SaM(,6 Agreement Routed to City Attorney: 11/3/2020(Via email,attached) Insurance Requirements: ® General Liability (Expiration Date: 12/18/2021) (Attached) ®Automobile Liability (Expiration Date: 12/18/2021) ®Worker's Compensation (Expiration Date: 12/18/2021) ® Other-Professional Liability (Expiration Date: 12/18/2021) DS FROM: Carlos Geronimo, Principal Engin SCUP Diego Guillen, Associate Enginee DS Margarita Cornejo, Financial Services Manage 11t5/lL SUBJECT: Professional Services Agreement between the City of Menifee and C Below, Inc. for Subsurface Utilities Investigation Services for CIP 21-14 Ash Dale Way Drainage Improvements. IS THE AGREEMENT/CONTRACT WITHIN THE CITY MANAGER'S SIGNATURE AUTHORITY? ®Yes—❑ Purchase of Commodities under$50,000 ® Professional Services under$25,000 ❑ Change Order under$25,000 or less than 10%of original contract(supplies, equipment,services or construction contracts) ❑ Public Works Contract for$45,000 or less ❑ No—City Council authorized City Manager to sign (Council action attached) WHY IS THIS AGREEMENT/CONTRACT NEEDED? The agreement between the City of Menifee and C Below, Inc. provides subsurface utilities investigation services for CIP 21-14 Ash Dale Way Drainage Improvements.C Below will perform subsurface utility investigation of an existing 6"water line that could potentially be indirect conflicting with the proposed storm drain improvements. The intent of the professional service agreement is to identify the exact location of the water line, so staff can do necessary adjustments in design avoiding change orders during the construction project. WHAT IS THE TOTAL LENGTH OF THE AGREEMENT/CONTRACT? The term of the agreement will cover the period of November 2,2020 through December 31,2021. WHAT IS THE TOTAL DOLLAR AMOUNT OF THE AGREEMENT/CONTRACT? $3,725(Not-to-Exceed Amount) HOW WAS THE VENDOR/CONSULTANT/CONTRACTOR DECIDED ON? Staff has procured this vendor by soliciting a quote from the vendor and evaluating for cost reasonability. *Please attached a second page for additional information to support this agreement. DocuSign Envelope ID:0991831A-92D7-4987-B260-1B15D2899EF0 Supplies/Equipment/Maintenance/Construction Prior Contract/Experience with the City ❑ $5,000-$49,000—Three Written Quotes ® Yes ❑ Over$50,000—Competitive Bidding and Formal Proposals Public Works Proiects Professional Services ❑ Under$45,000—Purchase Order,Contract(Prudent Judgement) ® Under$25,000—City Manager ❑ $45,000-$174,999—Informal Bidding Process ❑ Over$25,000—City Council Approval ❑ Over$175,000—Formal Bidding Required WHERE ARE THE FUNDS COMING FROM? FY 20/21 Project budget WHAT GENERAL LEDGER ACCOUNT NUMBER SHOULD BE USED FOR THE PURCHASE ORDER? 460-4554-58112 (Ash Dale Way Drainage Improvements) IS THERE SUFFICIENT BUDGET? WHAT IS THE AVAILABLE BUDGET? Yes, as of 11/3/2020 Account#460-4554-58112 has a balance of$146,400 (See attached Eden Report). ATTACHMENTS - CONTRACT/AMENDMENT - CERTIFICATES OF INSURANCE - EMAIL TO CITY ATTORNEY FOR REVIEW/APPROVAL - EXPENDITURE STATUS REPORT (AVAILABILITY OF FUNDS) 2 DocuSign Envelope ID:0991831A-92D7-4987-B260-1B15D2899EF0 CITY OF MENIFEE PROFESSIONAL SERVICES AGREEMENT CIP 21-14 (ASH DALE WAY DRAINAGE IMPROVEMENTS) SUBSURFACE UTILITIES INVESTIGATION SERVICES THIS PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and effective this 17th day of Novemb 2020 ("Effective Date") by and between the CITY OF MENIFEE, a California municipal'-corporation,("City")and C BELOW,INC., a S Corporation("Consultant"). City and Consultant may sometimes herein be referred to individually as a"Party"and collectively as the "Parties." 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 Services, attached hereto as Exhibit A and incorporated herein by this reference (the "Services"). Consultant will perform subsequent task orders as requested by the Contract Administrator (as defined below), in accordance with the Scope of Services. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, this Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on November 2, 2020 and shall end on December 31,2021 unless the term of this 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 City's right to terminate this Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant represents and warrants that Consultant is a provider of first class work and services and Consultant is experienced in performing the Services contemplated herein and, in light of such status and experience, Consultant shall perform the 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 and to the sole satisfaction of the Contract Administrator. 1.3 Assigm-nent of Personnel. Consultant shall assign only competent personnel to perform the Services pursuant to 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 the Services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant's obligations hereunder. 2671/031858-0001 7630376.2 a09/14/20 DocuSign Envelope ID:0991831A-92D7-4987-B260-1B15D2899EF0 1.5 Authorization to Perform Services. Consultant is not authorized to perform any of the Services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. SECTION 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed THREE THOUSAND SEVEN HUNDRED TWENTY FIVE DOLLARS AND ZERO CENTS ($3,725.00) not withstanding any contrary indications that may be contained in Consultant's proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant for the 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 the Services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person. 2.1 Invoices. Consultant shall submit invoices monthly during the term of this Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; b. The beginning and ending dates of the billing period; C. A "Task Summary" containing the original contract amount, the amount of prior billings,the total due this period,the balance available under this Agreement, and the percentage of completion; d. At City's option, for each item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person performing the Services, the hours spent by each person, a brief description of the Services, and each reimbursable expense; e. The total number of hours of work performed under this Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing the Services hereunder necessary to complete the Services described in Exhibit A; f. Receipts for expenses to be reimbursed; g. The Consultant Representative's signature. Invoices shall be submitted to: City of Menifee Attn: Accounts Payable 2671/031858-0001 7630376.2 a09/14/20 -2- DocuSign Envelope ID:0991831A-92D7-4987-B260-1B15D2899EF0 29844 Haun Road Menifee, CA 92586 2.2 Monthly Pam. City shall make monthly payments,based on invoices received, for the Services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last ten percent(10%) of the total amount due pursuant to this Agreement within sixty (60) days after completion of the Services and submittal to City of a final invoice, if all of the Services required have been satisfactorily performed. 2.4 Total Pam. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering the 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 entirety of the Services performed pursuant to this Agreement,unless this Agreement is modified in writing prior to the submission of such an invoice. 2.5 Hourly. Fees for the Services performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule included with Exhibit A. 2.6 Reimbursable Expenses. Reimbursable expenses are included within the maximum amount of this Agreement. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes. 2.8 Payment upon Termination. In the event that City or Consultant terminates this Agreement pursuant to Section 8, City shall compensate Consultant for all outstanding costs and reimbursable expenses incurred for Services satisfactorily completed and for reimbursable expenses as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs and reimbursable expenses incurred to that date. SECTION 3. FACILITIES AND EQUIPMENT. Except as otherwise provided, Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. City shall make available to Consultant only 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 City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be required 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. 2671/031858-0001 7630376.2 a09/14/20 -3- DocuSign Envelope ID:0991831A-92D7-4987-B260-1B15D2899EF0 SECTION 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of insurance checked below and provide Certificates of Insurance, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section and which is satisfactory, in all respects, to 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 Consultant's compensation. Consultant shall not allow any subcontractor, consultant or other agent 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. Consultant acknowledges the insurance policy must cover inter-insured suits between City and other Insureds. 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 pursuant to the provisions of the California Labor Code. 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,ONE MILLION DOLLARS ($1,000,000.00)disease per employee, and ONE MILLION DOLLARS ($1,000,000.00) disease per policy. 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 California Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising from the Services performed under this Agreement. 4.2 Commercial General and Automobile Liability Insurance. a. 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 Services contemplated by this Agreement,TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Services 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 the Services contemplated under this Agreement, including the use of hired, owned, and non-owned automobiles. b. Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. 2671/031858-0001 7630376.2 a09/14/20 -4- DocuSign Envelope ID:0991831A-92D7-4987-B260-1B15D2899EF0 Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage. C. Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers,employees,agents, and volunteers. 4.3 Professional Liability Insurance. a. General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing the Services pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. Any deductible or self-insured retention shall be shown on the Certificate. If the deductible or self-insured retention exceeds TWENTY-FIVE THOUSAND DOLLARS ($25,000), it must be approved by City. b. Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be no later than the commencement of the Services. b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after the expiration or termination of this Agreement or completion of the Services, 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 Effective Date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after the expiration or termination of this Agreement or the completion of the Services. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3)replacement insurance with a retroactive date no later than the commencement of the Services under this Agreement. City shall have the right to exercise, at Consultant's sole cost and expense, any extended reporting provisions of the policy, if Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to City prior to the commencement of the Services under this Agreement. 2671/031858-0001 7630376.2 a09/14/20 -5- DocuSign Envelope ID:0991831A-92D7-4987-B260-1B15D2899EF0 4.4 All Policies Requirements. a. 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 and admitted in California. b. Verification of coverage. Prior to beginning the Services under this Agreement, Consultant shall furnish City with Certificates of Insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The Certificate of Insurance must include the following reference: CIP 21-14 (ASH DALE WAY DRAINAGE IMPROVEMENTS) SUBSURFACE UTILITIES INVESTIGATION SERVICES. The name and address for Additional Insured endorsements, Certificates of Insurance and Notice of Cancellation is: City of Menifee, 29844 Haun Road, Menifee, CA 92586. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Consultant. C. Notice of Reduction in or Cancellation of Coverage. Consultant shall provide written notice to City within ten (10) working days if. (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or(3)the deductible or self-insured retention is increased. d. Additional insured; primary insurance. City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of the Services performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents,or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue for one (1) year after the expiration or termination of this Agreement or completion of the Services. A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to City and its officers, officials, employees, and volunteers, and that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage. e. Deductibles and Self-insured Retentions. Consultant shall obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the Services. During the term of this Agreement, only upon the prior express written authorization of the Contract Administrator, Consultant may increase such deductibles or self- insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured 2671/031858-0001 7630376.2 a09/14/20 -6- DocuSign Envelope ID:0991831A-92D7-4987-B260-1B15D2899EF0 retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. f. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. g. Variation. The Contract Administrator may,but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that City's interests are otherwise fully protected. 4.5 Remedies. In addition to any other remedies at law or equity City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the following remedies,which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment,until Consultant demonstrates compliance with the requirements hereof; and/or C. Terminate this Agreement. SECTION 5. INDEMNIFICATION. 5.1 Indemnification for Professional Liability. Where the law establishes a professional standard of care for performance of the Services, to the fullest extent permitted by law,Consultant shall indemnify,protect,defend(with counsel selected by City),and hold harmless City and any and all of its officers, employees, officials, volunteers, and agents from and against any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action (whether in tort, contract, under statute, at law, in equity, or otherwise) charges, awards, assessments, fines, or penalties of any kind (including reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and nature and, if Consultant fails to provide a defense for City, the legal costs of counsel retained by City) and any judgment (collectively, "Claims")to the extent same are caused in whole or in part by any negligent or wrongful act, error, or omission of Consultant, its officers, agents, employees, or subcontractors (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement. 5.2 Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City, and any and 2671/031858-0001 7630376.2 a09/14/20 -7- DocuSign Envelope ID:0991831A-92D7-4987-B260-1B15D2899EF0 all of its officers, employees,officials,volunteers, and agents from and against any and all Claims, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subcontractors of Consultant. 5.3 Limitation of Indemnification for Design Professionals. Notwithstanding any provision of this Section 5 to the contrary, design professionals are required to defend and indemnify City only to the extent permitted by Civil Code Section 2782.8. The term "design professional" as defined in Section 2782.8, is limited to licensed architects, licensed landscape architects,registered professional engineers,professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code. 5.4 Limitation of Indemnification. The provisions of this Section 5 do not apply to claims occurring as a result of City's sole or active negligence. The provisions of this Section 5 shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officers, officials, employees, and agents acting in an official capacity. 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 the 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 the Services rendered pursuant to this Agreement. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents is in any manner officers, officials, employees,or agents of City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Consultant as provided in this Agreement, City shall not pay salaries,wages,or other compensation to Consultant for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services hereunder. 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 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. SECTION 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 2671/031858-0001 7630376.2 a09/14/20 -g' DocuSign Envelope ID:0991831A-92D7-4987-B260-1B15D2899EF0 7.2 Compliance with Applicable Laws. Consultant and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the work hereunder. Consultant shall not hire or employ any person to perform work within City or allow any person to perform the Services required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Any and all work subject to prevailing wages, as determined by the Director of Industrial Relations of the State of California, will be the minimum paid to all laborers, including Consultant's employee and subcontractors. It is understood that it is the responsibility of Consultant to determine the correct scale. The State Prevailing Wage Rates may be obtained from the California Department of Industrial Relations ("DIR") pursuant to California Public Utilities Code, Sections 465, 466, and 467 by calling 415-703-4774. Appropriate records demonstrating compliance with such requirement shall be maintained in a safe and secure location at all times, and readily available at City's request. Consultant shall indemnify, defend, and hold City and its elected and appointed boards, members, officials, officers, agents, representatives, employees, and volunteers harmless from and against any liability, loss, damage, cost or expenses (including but not limited to reasonable attorneys' fees, expert witness fees, court costs, and costs incurred related to any inquiries or proceedings) arising from or related to (i) the noncompliance by Consultant or any party performing the Services of any applicable local, state, and/or federal law, including,without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages and hire apprentices); (ii)the implementation of Section 1781 of the Labor Code, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Consultant or any party performing the Services to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other similar law. It is agreed by the Parties that, in connection with performance of the Services, including, without limitation, any and all public works (as defined by applicable law), Consultant shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Consultant shall require the same of all subcontractors. 7.3 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, and 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. SECTION 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. 8.2 Termination by Consultant. Consultant may cancel this Agreement upon 30 days' written notice to City. 2671/031858-0001 7630376.2 a09/14/20 -9- DocuSign Envelope ID:0991831A-92D7-4987-B260-1B15D2899EF0 8.3 Consequences of Termination. In the event of termination, Consultant shall be entitled to compensation for the Services performed up to the 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 City in connection with this Agreement. 8.4 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. 8.5 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties. 8.6 Assigm-nent 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 Consultant's proposal, without prior written approval of the Contract Administrator. In the event that key personnel leave Consultant's employ, Consultant shall notify City immediately. 8.7 Survival. All obligations arising prior to the expiration or termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the expiration or termination of this Agreement. 8.8 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the following: a. Immediately terminate this Agreement; b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; C. Retain a different consultant to complete the Services described in Exhibit A; and/or d. Charge Consultant the difference between the cost to complete the Services 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 Services. 2671/031858-0001 7630376.2 a09/14/20 -1 0' DocuSign Envelope ID:0991831A-92D7-4987-B260-1B15D2899EF0 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 City. Consultant hereby agrees to deliver those documents to City upon the expiration or termination of this 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 City and are not necessarily suitable for any future or other use. Any use of such documents for other projects by City shall be without liability to Consultant. City and Consultant agree that,until final approval by City, all data,plans, specifications,reports, and other documents are confidential and will not be released to third parties without prior written consent of both Parties unless required by law. 9.2 Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy,use,modify,reuse,or sublicense any and all copyrights,designs, rights of reproduction, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally,magnetically, or in any other medium,which are prepared or caused to be prepared by Consultant under this Agreement ("Documents and Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non- exclusive and perpetual license for any Documents and Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents and Data. Consultant makes no such representation and warranty in regard to Documents and Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 9.3 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 the Services or expenditures and disbursements charged to 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 Consultant under this Agreement. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. 9.4 Inspection and Audit of Records. Any records or documents that Section 9.3 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 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), this 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 City, for a period of three (3)years after final payment under this Agreement. 2671/031858-0001 7630376.2 a09/14/20 -1 1- DocuSign Envelope ID:0991831A-92D7-4987-B260-1B15D2899EF0 SECTION 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If either 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 and expenses including costs, in addition to any other relief to which that Party may be entitled; provided, however, that the attorneys' fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing Party in the conduct of the litigation. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Applicable Law; Venue. The internal laws of the State of California shall govern the interpretation and enforcement of this Agreement. In the event that either Parry brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in Riverside County. 10.3 Severability. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect. 10.4 Section Headings and Subheadings. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. 10.5 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. 10.6 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. 10.7 Consultant Representative. All matters under this Agreement shall be handled for Consultant by Jentsen Cadacio("Consultant's Representative"). The Consultant's Representative shall have full authority to represent and act on behalf of Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 10.8 City Contract Administration. This Agreement shall be administered by a City employee, Diego Guillen, Associate Engineer ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his designee. The Contract Administrator shall have the power to act on behalf of City for all purposes under this Agreement. Unless otherwise provided in this Agreement, Consultant shall not accept direction or orders from any person other than the Contract Administrator or his designee. 10.9 Notices. Any written notice to Consultant shall be sent to: 2671/031858-0001 7630376.2 a09/14/20 -12- DocuSign Envelope ID:0991831A-92D7-4987-B260-1B15D2899EF0 C BELOW, INC. Attn: Jentsen Cadacio 14280 Euclid Ave Chino, CA 91710 Any written notice to City shall be sent to the Contract Administrator at: City of Menifee 29844 Haun Road Menifee, CA 92586 Attn: Diego Guillen, Associate Engineer with a copy to: City Clerk City of Menifee 29844 Haun Road Menifee, CA 92586 10.10 Professional Seal. Where applicable in the determination of the Contract Administrator,the first page of a technical report, first page of design specifications,and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled"Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.11 Rights and Remedies. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 10.12 Integration. This Agreement, including the scope of services attached hereto and incorporated herein as Exhibit A,represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 2671/031858-0001 7630376.2 a09/14/20 -13- DocuSign Envelope ID:0991831A-92D7-4987-B260-1B15D2899EF0 10.14 Execution of Contract. The persons executing this Agreement on behalf of each of the Parties hereto represent and warrant that(i) such Party is duly organized and existing, (ii)they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii)by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv)that entering into this Agreement does not violate any provision of any other Agreement to which said Party is bound. 10.15 Nondiscrimination. Consultant covenants that,by and for itself,its heirs,executors, assigns, and all persons claiming under or through them,that in the performance of this Agreement there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry. 10.16 No Third Party Beneficiaries. With the exception of the specific provisions set forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. 10.17 Nonliability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 10.18 No Undue Influence. Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of City in connection with the award,terms or implementation of this Agreement, including any method of coercion,confidential financial arrangement, or financial inducement. No officer or employee of City shall receive compensation, directly or indirectly, from Consultant, or from any officer, employee, or agent of Consultant,in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. 10.19 No Benefit to Arise to City Employees. No member, officer, or employee of City, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to this Agreement during his/her tenure or for one (1)year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for the Services to be performed under this Agreement. [Signatures on Following Page] 2671/031858-0001 7630376.2 a09/14/20 -14- DocuSign Envelope ID:0991831A-92D7-4987-B260-1B15D2899EF0 IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date. CITY OF MENIFEE CONSULTANT DocuSigned by: DocuSigned by: Qs 5c�,w"' Via, rmsi" eF orwafi6vus Armando G. Villa, City Manager As ey alvino, Vice President of Operations DI Aigned by: DocuSigned by: F�,viS Sara A. manwaring, City Clerk Chris Loera, Chief Executive Officer WY,r.db;4s to Form: 17q Jeffrey T. Melching, City Attorney [Corporation must have two signatures] 2671/031858-0001 7630376.2 a09/14/20 -15- DocuSign Envelope ID:0991831A-92D7-4987-B260-1B15D2899EF0 EXHIBIT A SCOPE OF SERVICES Comprehensive Utilities Investigation Services in the amount not to exceed THREE THOUSAND SEVEN HUNDRED TWENTY FIVE DOLLARS AND ZERO CENTS ($3,725.00) for CIP 21-14 as further detailed in the following pages. 2671/031858-0001 7630376.2 a09/14/20 EXHIBIT A DocuSign Envelope ID:0991831A-92D7-4987-B260-11315D2899EF0 C 14280 Euclid Avenue Chino,CA 91710 BELOW Potholing Scope of Work C Selow will perform two(2)potholes os indicoted in the client provided potholing exhibit.A standard pothole is 12 in x 12 in, performed to the top of pipe or encasement with sand backfill and a permanent surface patch. Additional casts:Potholes outside of our standard will be billed based on actual depth or conditions.Limitations on work hours may cause additional mobilization or traffic control charges.Permitting fees will be adjusted to actual costs. If C Below is not hired to mark the locations of the potholes,they will be performed off of the utility providers marks under the client's direction. Utility providers typically do not mark out sewer or storm drain lines. Dry holes are considered billable. Locating is a separated line item that will be represented on your estimate. Client will be provided a detailed potholing report at the conclusion of the investigation. SERVICE INCLUDES Permitting(No Fee) Vacuum Excavation to top of utility,encasement or stop depth Standard Traffic Control(WATCN) Permanent Cold Patch Sand Backfill Removal of Debris Pothole Report Flagging fo r Traffic CD n trol SER VICE DUES NOT INCLUDE Not Patching Slurry 8ackfill Engineered Traffic Control Plans Extensive Traffic Control C Below 1$oCel 11.368.99-BELOW I www.cbelow.com I R-10243 2671/031858-0001 7630376.2 a09/14/20 -2- DocuSign Envelope ID:0991831A-92D7-4987-B260-1B15D2899EF0 Estimate Job No. 20-2593 Quot e No. 410243 BELOW SUBSURFACE IMAGING Expiresa on: 11/27/202012:00:00 AM PaymentTerms: Net 30 Prevailing Wage Product Line Items Product Quantity Sales Price Total Price Admin 1 $0.00 $0'OD Mobilization I Potholing Crew 2 $150.00 $300A0 Pothole Report 1 $250,00 $250.00 Project Coordinator 1 $0.00 $0'00 Permitting No Fee 1 $0.00 $0.0D Potholing Hourly 4 $535,00 $2,140.00 Traffic Control I Flagger 4 $140.00 $560.00 Traffic Control 1 25-55 MPH I Half Day 1 $475.00 $475.00 Total USD $3,725.00 Product Descriptions Product Item Description Admin Administration Mobilization I Potholing Crew Mobilization for Potholing Crew Plus Equipment Pothole Report Pothole Report.Per day of Potholing. Project Coordinator Permitting No Fee Permitting Fee.Subject to Change based on actual agency prices. Potholing Hourly Pot hol i ng Services Includes surface breaking,sand backfiII and Permanent Cold Patch repair. 2 Man Crew Traffic Control I Flagger Single Technician Traffic Control 1 25-55 MPH I Half Traffic Control setup for 25-55 MPH zones.Subject to Change based on Day Approved Agency. C Below soCal 11-368.99-BELOW I www.cbebw.com I Q-10243 2671/031858-0001 7630376.2 a09/14/20 -3- DocuSign Envelope ID:0991831A-92D7-4987-B260-1B15D2899EF0 xhll3it A Legend 29626 Ash Dale Way i.. Area of hvestigation .y 4 � •r.v' s r i • w N e e■ `. - r 2671/031858-0001 7630376.2 a09/14/20 '4— DocuSign Envelope ID:0991831A-92D7-4987-B260-11315D2899EF0 7DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 1/08/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLYAND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Sue LUSIc NAME: Cornerstone Specialty Insurance Services,Inc. PHONE (714)731-7700 FAX (714)731-7750 A/C No Etrt: A,No 14252 Culver Drive,A299 E- AIL sue@cornerstonespecialty com ADDRESS: INSURERIS)AFFORDING COVERAGE NAIC N Irvine CA 92604 INSURERA: Travelers Property Casualty Co 25674 INSURED INSURER B: Travelers Indemnity Co of Conn 25682 C BELOW,INC. INSURER C: Continental Casualty Company 20443 14280 Euclid Avenue INSURER D: INSURER E Chino CA 91710 INSURER F: COVERAGES CERTIFICATE NUMBER: 19/20 COVERAGES 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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 INPOLICY EFF POLICY EXP LTR TYPE OF INSURANCE IN SD WvD POLICYNUMBER MMIDDIYYYY MMIDD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCRREN UCE $ 2,000.000 �/ A CLAIMS-MADE /� OCCUR PREMISES Ea occurrence $ 1,000,000 X ADDTL INSRD/P&INC MED EXP(Any one person) $ 10,000 A x BLNKT WVR OF SUBRO 580-51-1559891 12/18/2019 12/18/2020 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY PP LOC PRODUCTS-COMP/OPAGG $ 4,000,000 OTHER $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000.000 Ea aW ni ANY AUTO BODILY INJURY(Per person) $ B OWNED SCHEDULED BA-7D687122 12/18/2019 12/18/2020 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Peraccidenl X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 A EXCESS LIAB CLAIMS-MADE CUP-4181T634 12/18/2019 12/18/2020 AGGREGATE $ X DED I I RETENTION$ 0 $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER A ANY PROPRIETOR/PARTNER/EXECUTIVE NIA XJUB-BJ675252 12/18/2019 12/18/2020 EL EACHACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E L DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L DISEASE-POLICY LIMIT $ Professional Liability Each Claim $2,000,000 C Claims Made MCH288306745 12/18/2019 12/18/2020 Annual Aggregate $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Evidence of coverage in force Contractual insurance requirements will be addressed at the time the contract is awarded CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN FOR PROPOSAL PURPOSES ONLY PLEASE CONTACT ACCORDANCE WITH THE POLICY PROVISIONS. CORNERSTONE SPECIALTY TO VERIFY COVERAGE IN FORCE AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:0991831A-92D7-4987-B260-11315D2899EF0 POLICY NUMBER: 680-5H559891 COMMERCIAL GENERAL LIABILITY NAMED INSURED: C Below, Inc. POLICY PERIOD: 12/18/2019 to 12/18/2020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN INSURED INSURANCE (Section III) for this Coverage (Section II): Part. Any person or organization that you agree in a B. The following is added to Paragraph a. of 4. "contract or agreement requiring insurance"to in- Other Insurance in COMMERCIAL GENERAL clude as an additional insured on this Coverage LIABILITY CONDITIONS(Section IV): Part, but only with respect to liability for"bodily in- However, if you specifically agree in a"contract or jury", "property damage" or "personal injury" agreement requiring insurance"that the insurance caused, in whole or in part, by your acts or omis- provided to an additional insured under this Cov- sions or the acts or omissions of those acting on erage Part must apply on a primary basis, or a your behalf: primary and non-contributory basis,this insurance a. In the performance of your ongoing opera- is primary to other insurance that is available to tions; such additional insured which covers such addi- b. In connection with premises owned by or tional insured as a named insured, and we will not rented to you; or share with the other insurance, provided that: c. In connection with "your work" and included (1) The "bodily injury" or "property damage" for within the "products-completed operations which coverage is sought occurs; and hazard". (2) The "personal injury" for which coverage is Such person or organization does not qualify as sought arises out of an offense committed; an additional insured for "bodily injury", "property after you have entered into that "contract or damage" or "personal injury" for which that per- agreement requiring insurance". But this insur- son or organization has assumed liability in a con- ance still is excess over valid and collectible other tract or agreement. insurance, whether primary, excess, contingent or The insurance provided to such additional insured on any other basis, that is available to the insured is limited as follows: when the insured is an additional insured under d. This insurance does not apply on any basis to any other insurance. any person or organization for which cover- C. The following is added to Paragraph 8. Transfer age as an additional insured specifically is Of Rights Of Recovery Against Others To Us added by another endorsement to this Cover- in COMMERCIAL GENERAL LIABILITY CON- age Part. DITIONS(Section IV): e. This insurance does not apply to the render- We waive any rights of recovery we may have ing of or failure to render any "professional against any person or organization because of services". payments we make for "bodilyu injury",1 rY", "property f. The limits of insurance afforded to the addi- damage" or "personal injury" arising out of "your tional insured shall be the limits which you work" performed by you, or on your behalf, under agreed in that "contract or agreement requir- a"contract or agreement requiring insurance"with ing insurance" to provide for that additional that person or organization. We waive these insured, or the limits shown in the Declara- rights only where you have agreed to do so as tions for this Coverage Part, whichever are part of the "contract or agreement requiring insur- less. This endorsement does not increase the ance" with such person or organization entered limits of insurance stated in the LIMITS OF into by you before, and in effect when, the "bodily Page 1 of 2 ©The Travelers Companies, Inc. CG D3 81 09 07 Includes the copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID:0991831A-92D7-4987-B260-lB15D2899EF0 COMMERCIAL GENERAL LIABILITY injury" or "property damage" occurs, or the "per- erage Part, provided that the "bodily injury" and sonal injury"offense is committed. "property damage" occurs, and the "personal in- D. The following definition is added to DEFINITIONS jury"is caused by an offense committed: (Section V): a. After you have entered into that contract or "Contract or agreement requiring insurance" agreement; means that part of any contract or agreement un- b. While that part of the contract or agreement is der which you are required to include a person or in effect; and organization as an additional insured on this Cov- c. Before the end of the policy period. Page 2 of 2 ©The Travelers Companies, Inc CG D3 81 09 07 Includes the copyrighted material of Insurance Services Office, Inc.with its permission. DocuSign Envelope ID:0991831A-92D7-4987-B260-1B15D2899EF0 'C BELOW, INC. BA-7D687122 COMMERCIAL AUTO 12/18/2019 TO 12/18/2020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following. BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BLANKET ADDITIONAL INSURED H. AUDIO, VISUAL AND DATA ELECTRONIC B. EMPLOYEE HIRED AUTO EQUIPMENT—INCREASED LIMIT C. EMPLOYEES AS INSURED I. WAIVER OF DEDUCTIBLE—GLASS D. SUPPLEMENTARY PAYMENTS — INCREASED J. PERSONAL EFFECTS LIMITS K. AIRBAGS E. TRAILERS—INCREASED LOAD CAPACITY L. AUTO LOAN LEASE GAP F. HIRED AUTO PHYSICAL DAMAGE M. BLANKET WAIVER OF SUBROGATION G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT A. BLANKET ADDITIONAL INSURED performing duties related to the conduct of The following is added to Paragraph A.1., Who Is your business. An Insured, of SECTION II — LIABILITY COV- 2. The following replaces Paragraph b. in B.5., ERAGE: Other Insurance, of SECTION IV — BUSI- Any person or organization who is required under NESS AUTO CONDITIONS: a written contract or agreement between you and b. For Hired Auto Physical Damage Cover- that person or organization, that is signed and age, the following are deemed to be cov- executed by you before the "bodily injury" or ered "autos"you own: "property damage" occurs and that is in effect (1) Any covered "auto" you lease, hire, during the policy period, to be named as an addi- rent or borrow; and tional insured is an "insured" for Liability Cover- age, but only for damages to which this insurance (2) Any covered "auto" hired or rented by applies and only to the extent that person or or- your "employee" under a contract in ganization qualifies as an "insured" under the that individual "employee's" name, Who Is An Insured provision contained in Section with your permission, while perform- II. ing duties related to the conduct of B. EMPLOYEE HIRED AUTO your business. 1. The following is added to Paragraph A.1., However, any "auto" that is leased, hired, Who Is An Insured, of SECTION II — Lk rented or borrowed with a driver is not a ABILITY COVERAGE: covered "auto". An "employee" of yours is an "insured" while C. EMPLOYEES AS INSURED operating a covered "auto" hired or rented The following is added to Paragraph A.1., Who Is under a contract or agreement in that "em- An Insured, of SECTION II — LIABILITY COV- ployee's" name, with your permission, while ERAGE: CA T4 20 07 10 ©2010 The Travelers Indemnity Company.All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office,Inc.with its permission DocuSign Envelope ID:0991831A-92D7-4987-B260-11315D2899EF0 COMMERCIAL AUTO Any "employee" of yours is an "insured" while us- (3) If a repair or replacement results in better ing a covered "auto"you don't own, hire or borrow than like kind or quality, we will not pay for the in your business or your personal affairs. amount of betterment. D. SUPPLEMENTARY PAYMENTS — INCREASED (4) A deductible equal to the highest Physical LIMITS Damage deductible applicable to any owned 1. The following replaces Paragraph A.2.a.(2) of covered "auto". SECTION II—LIABILITY COVERAGE: (5) This Coverage Extension does not apply to: (2) Up to $3,000 for cost of bail bonds (in- (a) Any "auto" that is hired, rented or bor- cluding bonds for related traffic law viola- rowed with a driver; or tions) required because of an "accident" (b) Any "auto" that is hired, rented or bor- we cover. We do not have to furnish rowed from your"employee". these bonds. 2. The following replaces Paragraph A.2.a.(4) of G. PHYSICAL DAMAGE — TRANSPORTATIONEXPENSES—INCREASED LIMIT SECTION II—LIABILITY COVERAGE: The following replaces the first sentence in Para- (4) All reasonable expenses incurred by the graph A.4.a., Transportation Expenses, of "insured" at our request, including actual SECTION III — PHYSICAL DAMAGE COVER- loss of earnings up to $500 a day be- AGE: COVER- cause of time off from work. E. TRAILERS—INCREASED LOAD CAPACITY We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- The following replaces Paragraph C.1. of SEC- curred by you because of the total theft of a cov- TION I—COVERED AUTOS: ered "auto"of the private passenger type. 1. "Trailers" with a load capacity of 3,000 H. AUDIO, VISUAL AND DATA ELECTRONIC pounds or less designed primarily for travel EQUIPMENT—INCREASED LIMIT on public roads. Paragraph C.2.. Limit Of Insurance, of SEC- F. HIRED AUTO PHYSICAL DAMAGE TION III — PHYSICAL DAMAGE COVERAGE is The following is added to Paragraph AA., Cover- deleted. age Extensions, of SECTION III — PHYSICAL I. WAIVER OF DEDUCTIBLE—GLASS DAMAGE COVERAGE: The following is added to Paragraph D., Deducti- Hired Auto Physical Damage Coverage ble, of SECTION III — PHYSICAL DAMAGE If hired "autos" are covered "autos" for Liability COVERAGE: Coverage but not covered "autos" for Physical No deductible for a covered "auto" will apply to Damage Coverage, and this policy also provides glass damage if the glass is repaired rather than Physical Damage Coverage for an owned "auto", replaced. then the Physical Damage Coverage is extended J. PERSONAL EFFECTS to "autos" that you hire, rent or borrow subject to the following: The following is added to Paragraph AA., Cover- (1) The most we will pay for "loss" in any one age Extensions, of SECTION III — PHYSICAL "accident" to a hired, rented or borrowed DAMAGE COVERAGE: "auto" is the lesser of: Personal Effects Coverage (a) $50,000; We will pay up to $400 for "loss" to wearing ap- (b) The actual cash value of the damaged or parel and other personal effects which are.- stolen property as of the time of the (1) Owned by an"insured"; and "loss"; or (2) In or on your covered "auto". (c) The cost of repairing or replacing the This coverage only applies in the event of a total damaged or stolen property with other theft of your covered "auto". property of like kind and quality. No deductibles apply to Personal Effects cover- (2) An adjustment for depreciation and physical age. condition will be made in determining actual cash value in the event of a total "loss". Page 2 of 3 ©2010 The Travelers Indemnity Company All rights reserved. CA T4 20 07 10 Includes copyrighted material of Insurance Services Office, Inc.with its permission. DocuSign Envelope ID:0991831A-92D7-4987-B260-11315D2899EF0 COMMERCIAL AUTO K. AIRBAGS (2) Any: The following is added to Paragraph B.3., Exclu- (a) Overdue lease or loan payments at the sions, of SECTION III — PHYSICAL DAMAGE time of the"loss"; COVERAGE: (b) Financial penalties imposed under a Exclusion 3.a. does not apply to "loss" to one or lease for excessive use, abnormal wear more airbags in a covered "auto"you own that in- and tear or high mileage; flate due to a cause other than a cause of "loss" (c) Security deposits not returned by the les- set forth in Paragraphs A.1.b. and A.1.c., but sor; only: a. If that "auto" is a covered "auto" for Compre- (d) Costs for extended warranties, Credit Life hensive Coverage under this policy; Insurance, Health, Accident or Disability Insurance purchased with the loan or b. The airbags are not covered under any war- lease; and ranty; and (e) Carry-over balances from previous loans c. The airbags were not intentionally inflated. or leases. We will pay up to a maximum of $1,000 for any M. BLANKET WAIVER OF SUBROGATION one"loss". The following replaces Paragraph A.5., Transfer L. AUTO LOAN LEASE GAP Of Rights Of Recovery Against Others To Us, The following is added to Paragraph AA., Cover- of SECTION IV — BUSINESS AUTO CONDI- age Extensions, of SECTION III — PHYSICAL TIONS: DAMAGE COVERAGE: 5. Transfer Of Rights Of Recovery Against Auto Loan Lease Gap Coverage for Private Others To Us Passenger Type Vehicles We waive any right of recovery we may have In the event of a total "loss"to a covered "auto" of against any person or organization to the ex- the private passenger type shown in the Schedule tent required of you by a written contract exe- or Declarations for which Physical Damage Cov- cuted prior to any "accident" or "loss", pro- erage is provided, we will pay any unpaid amount vided that the"accident"or"loss"arises out of due on the lease or loan for such covered "auto" the operations contemplated by such con- fess the following: tract. The waiver applies only to the person or (1) The amount paid under the Physical Damage organization designated in such contract. Coverage Section of the policy for that"auto"; and CA T4 20 07 10 ©2010 The Travelers Indemnity Company. All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc.with its permission. DocuSign Envelope ID:0991831A-92D7-4987-B260-11315D2899EF0 NAMED INSURED: C Below, Inc. COMMERCIAL AUTO POLICY NUMBER: BA-713687122 POLICY PERIOD: 12/18/2019 -12/18/2020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this extent required of you by a written contract endorsement, the provisions of the Coverage Form executed prior to an "accident" or "loss", provided apply unless modified by the endorsement. that the "accident" or "loss" arises out of the operations contemplated by such contract. The Paragraph 5. Transfer of Rights of Recovery waiver applies only to the person or organization Against Others To Us of the CONDITIONS designated in such contract. section is replaced with the following: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the CA T3 40 08 08 Page 1 of 1 DocuSign Envelope ID:0991831A-92D7-4987-B260-11315D2899EF0 POLICY NUMBER: CUP-4181T634 ISSUE DATE: 12/18/19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER RIGHTS OF RECOVERY AGAINST OTHER This endorsement modifies insurance provided under the following: COMMERCIAL EXCESS LIABILITY(UMBRELLA) INSURANCE SCHEDULE Name of Person or Organization: ANY PERSON OR ORGANIZATION WITH WHOM YOU HAVE AGREED TO IN A CONTRACT OR AGREEMENT TO WAIVE YOUR RIGHT OF RECOVERY,BUT ONLY FOR PAYMENTS WE MAKE BECAUSE OF`BODILIY INJURY"OR"PROPERTY DAMAGE"THAT OCCURS OR"PERSONAL INJURY" OR"ADVERTISING INJURY"CAUSE BY AN OFFENSE COMMITTED AFTER YOU HAVE EXECUTED THAT CONTRACT AGREEMENT. We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of premises owned or occupied by or rented or loaned to you, or ongoing operations performed by you or on your behalf done under a contract with that person or organization. The waiver applies only to the person or organization shown in the Schedule above. UM 02 58 10 96 Copyright, The Travelers Indemnity Company, 1996 Page 1 of 1 DocuSign Envelope ID:0991831A-92D7-4987-B260-11315D2899EF0 INSURED: C BELOW, INC. POLICY DATES: 12/18/2019 TO 12/18/2020 • WORKERS COMPENSATION TRAVELERSJ AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 ( A) - 001 POLICY NUMBER: XJUB-8J675252 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. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 3 % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description ALL PERSONS OR ORGANIZATIONS THAT ARE PARTIES TO A CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT, PROVIDED YOU EXECUTED THE CONTRACT BEFORE THE LOSS. DocuSign Envelope ID:0991831A-92D7-4987-B260-11315D2899EF0 BA-7D687122 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 you Liability Coverage, but only for damages to which before the "bodily injury" or "property damage" this insurance applies and only to the extent that occurs and that is in effect during the policy pe- person or organization qualifies as an "insured" od, requires this insurance to be primary and under the Who Is An Insured provision contained n in SECTION It. non-contributory. M m- o� o� o� d� cl=• m`= r= 0= o� s..�+ 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 003334 DocuSign Envelope ID:0991831A-92D7-4987-B260-lB15D2899EF0 From: Margarita Cornejo To: Paula Muratore Subject: FW:Agreement Review Request: Professional Services Agreement with C Below for Subsurface Utilities Investigation Services Date: Tuesday,November 3,2020 5:03:00 PM Attachments: 2021 PW-ENG PROFESSIONAL SERVICES AGREEMENT(C-BELOW)(CIP 21-14)SUBSURFACE UTILITIES INVESTIGATION SERVICES.docx From: Margarita Cornejo Sent:Tuesday, November 3, 2020 3:57 PM To:Jeffery T. Melching<jmelching@rutan.com> Subject:Agreement Review Request: Professional Services Agreement with C Below for Subsurface Utilities Investigation Services Good Afternoon Jeff, Attached for your review is the proposed Professional Services Agreement with C Below for CIP 21-14 (Ash Dale Way Drainage Improvements) for Subsurface Utilities Investigation Services. This agreement request is from the City's Public Works/Engineering Department. Can you please review and advise if this is ok to start routing for signatures or will require any changes? Thank you again! Margarita Cornejo Financial Services Manager Finance Department City of Menifee 1 29844 Haun Road Menifee, CA 92586 (*Please note our new location!) Direct: (951) 723-3716 1 City Hall: (951) 672-6777 1 Fax: (951) 679-2568 mcornejo@cityofinenifee.us A MENIFEE New. Better: Best. Connect with us on social media: f I in DocuSign Envelope ID:0991831A-92D7-4987-B260-11315D2899EF0 expstat.rpt Expenditure Status Report Page: 1 11/03/2020 5:06PM Periods: 0 through 14 City of Menifee 7/1/2020 through 6/30/2021 460 CSA 86 Adjusted Year-to-date Year-to-date Prct Account Number Appropriation Expenditures Expenditures Encumbrances Balance Used 460-4554 CSA 460-4554-58112 Ash Dale Way Drainage Improvements 150,000.00 0.00 0.00 3,600.00 146,400.00 2.40 Total CSA 86 150,000.00 0.00 0.00 3,600.00 146,400.00 2.40 Grand Total 150,000.00 0.00 0.00 3,600.00 146,400.00 2.40 Page: 1