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HomeMy WebLinkAboutAlbert Grover & Assoc - 2002-06-17 (2)CITY OF HUNTINGTON BEACH Ob�ty MEETING DATE: June 17, 2002 DEPARTMENT ID NUMBER: PW 02-57 Council/Agency Meeting Held: d6_�7,p2 Deferred/Continued to: Approved I Con iti Hall pr ve ❑ Denied bz,� Cy Cler Signature Council Meeting Date: June 17, 2002 Department ID Number: P)K-02c57 N Cz CITY OF HUNTINGTON BEACH - - REQUEST FOR ACTION ^r-�V .1 % 1T . SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS C SUBMITTED BY: RAY SILVER, CITY ADMINISTRATOR ai:g'p a' _11> PREPARED BY: ROBERT F. BEARDSLEY, DIRECTOR OF PUBLIC WORKS f� SUBJECT: AUTHORIZE CONTRACT FOR SIGNAL _SYSTEM MANAGEMENT SERVICES Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: Transportation Division staff needs technical support to address several operational issues with the City's traffic signal system. Short-term consultant services are requested, which will augment and train staff on these issues. Funding Source: Funds in the amount of $90,000 will be appropriated from the Air Quality Fund, undesignated balance to professional services (20185201.69365). Recommended Action: Motion to: Appropriate funds in the amount of $90,000 from the Air Quality Fund and authorize the City Administrator to enter into a professional services contract,with Albert Grover & Associates (AGA) for Signal System Management Services. Alternative Actions : Do not authorize a contract with AGA and direct staff to seek other proposals. This action will delay addressing current traffic signal operation issues in the City. Analysis: Traffic signal systems require significant, on -going management effort to maintain safe and efficient operations. Maintaining and operating the City's traffic signal system Involves proactive and reactive efforts. Proactive efforts include the preventive maintenance of equipment and the development of signal timing and coordination plans for individual intersections and corridors. Reactive efforts generally involve troubleshooting or repairing equipment and operations problems. �' 13 02-057 June 17 Stachelski (Signal System Services Contract) 6/12/2002 11:32 AM REQUEST FOR ACTION MEETING DATE: June 17, 2002 DEPARTMENT ID NUMBER: PW 02-057 The Traffic Signal and Lighting Maintenance crew addresses equipment maintenance and minor operational issues. At times, troubleshooting signal system problems requires a more technical review than the maintenance section can provide, and input from the engineering staff is required. Until recently, Kimley-Horn and Associates provided support services for signal operations. Kimley-Horn can no longer provide this service and city technicians have not been fully trained. This contract is intended to fill the current gap in technical abilities and to provide training for City staff to assume full management responsibilities of the signal system. Services are structured to provide expertise for a period of seven to nine months, including staff training. The contract service will provide the City with an opportunity to address many issues within the traffic signal system and provide professional growth opportunities for staff members. Bids were requested from three qualified firms, two of which submitted proposals. Proposals were analyzed for qualifications of the technical staff assigned, the firm's reputation in this specialized area and the demonstrated understanding of the City's needs. Staff is recommending that the contract be awarded to Albert Grover & Associates on a time -and - materials basis for a fee not to exceed $90,000. The Air Quality revenue may be appropriately used to fund this project. The AQMD Guidelines identify signal timing and coordination as authorized use of the fund. Environmental Status: Not Applicable Attachment(s): Bob Stachelski:jm 02-057 June 17 Stachelski (Signal System Services Contract) 6/12/2002 11:35 AM ATTACHMENT #1 �CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION To: Ray Silver, City Administrator From: Clay Martin, Director of Administrative Services Subject: FIS 2002-22 Authorize Contract for Traffic Signal System Management Services Date: May 23, 2002 As required by Resolution 4832, this Fiscal Impact Statement has been prepared for "Authorize Contract for Traffic Signal System Management Services". If the City Council approves this request (total appropriation $90,000), the estimated unreserved, undesignated Air Quality Fund Balance at Septem 0, 2Q92 7"educed to $201,000. Clay Ma v Director of Administrative Services REQUEST FOR ACTION MEETING DATE: June 17, 2002 DEPARTMENT ID NUMBER: PW 02-057 r 14 . The Traffic Signal and Lighting Maintenance crew addresses-egbipment maifftenance and` minor operational issues. At times, troubleshooting signal system problems requires a more technical review than the maintenance section,.can provide, and input from the engineering staff is required. i Until recently, Kimley-Horn and Associates provided support services for signal operations. Kimley-Horn can no longer provide this service and city technicians have not been fully trained. This contract is intended to fill the current gap in technical abilities and to provide training for City staff to assume full management responsibilities of the signal system. Services are structured to provide expertise for a period of seven to nine months, including staff training. The contract service will provide the City with an opportunity to address many issues within the traffic signal system and provide professional growth opportunities for staff members. Bids were requested from three qualified firms, two of which submitted proposals. Proposals were analyzed for qualifications of the technical staff assigned, the firm's reputation in this specialized area and the demonstrated understanding of the City's needs. Staff; is recommending that the contract be awarded to Albert Grover & Associates on a time -and - materials basis for a fee not to exceed $90,000. The Air Quality revenue may be appropriately used to fund this project. The AQMD Guidelines identify signal timing and coordination as authorized use of the fund. Environmental Status: Not Applicable Attachment(s): 02-057 June 17 Stachelski (Signal System Services Contract) - 1 6/12/2002 11:35 AM PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND FOR 1 S�s�ew, (�'la✓�c�e�e✓t �erV kCe-_C CITY OF HOIdTINGTflI;I E3F. ACri, CA " 1003 MAY -b P 2: Og Table of Contents 1 Scope of Services.....................................................................................................1 2 City Staff Assistance................................................................................................2 03 Term; Time of Performance.....................................................................................2 4 Compensation..........................................................................................................2 5 Extra Work...............................................................................................................2 6 Method of Payment..................................................................................................3 7 Disposition of Plans, Estimates and Other Documents...........................................3 8 Hold Harmless .... :.................................................................................................... 3 9 Professional Liability Insurance.............................................................................4 10 Certificate of Insurance............................................................................................5 11 Independent Contractor............................................................................................6 12 Termination of Agreement.......................................................................................6 13 Assignment and Delegation......................................................................................6 14 Copyrights/Patents...................................................................................................7 15 City Employees and Officials..................................................................................7 16 Notices.........................................................................................7 17 Consent....................................................................................................................8 18 Modification.............................................................................................................8 19 Section Headings.....................................................................................................8 20 Interpretation of this Agreement..............................................................................8 21 Duplicate Original....................................................................................................9 22 Immigration...............................................................................................................9 23 Legal Services Subcontracting Prohibited...................................................6............9 24 Attorney's Fees..... .......... 6 .......................................... 6 ............................................... 10 25 Survival.....................................................................................................................10 26 Governing Law.........................................................................................................10 27 Entirety......................................................................................................................10 .s- k C)3 PROFESSIONAL SERVICES CONTRACT BETWEEN e�_ilcti, ca THE CITY OF HUNTINGTON BEACH AND MAY - b P 2: 08 AUb&4 6weer ? FOR THIS AGREEMENT ("Agreement") is made and entered into this / % day of ,J o lle— , 200L, by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY, and AI be✓1- Gtioya✓ f ."OGiotFex , a �� �� �a✓vt ; a �o Oo✓a.�t+ d ••* hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to geovidt O,yoC- 1.P y1 -le,,44c and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A" which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Ma ✓k fn i 1 I e ✓ who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. agree/forms/profserv10/15/01 1 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. . 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence as soon as practicable after the execution of this Agreement by CITY (the "Commencement Date"). This Agreement shall expire on fflarc 1. 7,003 unless sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be 8 vr\ o,r.+h S completed no later than , from the Commencement Date of this Agreement. These times maybe extended with the written permission of CITY. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," a fee, including all costs and expenses, not to exceed `►in +�1 i a USotv�c� Dollars ($ U O C) )• 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional agree/forms/profserv10/15/01 2 compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B," which is attached hereto and incorporated by reference into this Agreement. 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CITY agree/forms/profserv10/15/01 3 J shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above - mentioned insurance shall not contain a self -insured retention, "deductible" or any other similar form of limitation on the required coverage except with the express written consent of CITY. A claims -made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting agree/forms/profserv10/15/01 4 \J. provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. shall state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the.work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. agrec/forms/profsery 10/ 15/01 5 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. agree/forms/profserv10/15/01 6 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail -return receipt requested: TO CITY: City of Huntington Beach ATTN: l�o b S-�CtCInP� S k-I 2000 Main Street Huntington Beach, CA 92648 agrcc/forms/profscry 10/ 15101 fd TO CONSULTANT. P� lJVID V2i f 47S S0 c i dlits 21 l t . Zrnr�c�l ��►� Sl'e20$ (F 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. agrce/forms/profservl0/15/01 8 Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. agree/forms/profservl0/15/01 9 24. ATTORNEY' S FEES Except as expressly set forth in Section 8 of this Agreement, in the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non -prevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supercede all prior agree/forms/profscrv10/15/01 10 FROM :AGA. FAX NO. :7149922883 Jun. 10 2002 11:09AM P2 JUN-10-2002 10322 HUNT INGTON DCACIA 714 374 1.57 P.02/22 understandings and agreements whether oral or in writing between the parties respecting the subject matterhereo£ IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized offices the day, month and year first above written. CONSULTANT, CITY OF HMINGTON BEACH, Awk (a►nmer 4 ASSoc;&&eS _ a.municipal corporation of the State of California pnnt am nc ITS: (ciml, ow) Chaim /Ptvaidc ice pmIdent AND By. "n�a1001 oele A"1444 C ITS; (circle orb cotct,ry icf Financial OfficcdAssc Secretary — A0-CC/fbrme/p10fberv10/1=1 11 (Pufauemr To HBMC§3.03.100) APPROVED AS TO FORM: - I Z'��Lj - 012/ City Attomey 0 ' 6 -�o-av 6. l REVIEWED AND APPROVED: City Administrator (on& ftr ean/rocra over 550, 000.00) TOTAL P.02 �J Exhibi t A ALBERT GROVER & ASSOCIATES February 8, 2002 Mr. Bob Stachelski Transportation Manager City of Huntington Beach Public Works Department 2000 Main Street Huntington Beach, California 92648 RE: Proposal to Provide Signal System Managemcnt Se,.wices Dear Mr. Stachelski: Albert Grover & Associates (AGA) is pleased to present to you this letter proposal to provide consultant traffic engineering services to assist City staff in the management, operation, monitoring and timing maintenance of the City's traffic signal system. Based on our several meetings and discussions; our familiarity with the City's BI Tran QuicNet signal control software and Model 170 controller system; the various large scale coordination signal timing projects that we have conducted in and for the City, including the original GMA-6 multijurisdictional signal timing project and the 2001 GMA-6 update including approximately 100 signals in Huntington Beach; the Citywide conversion of VMS Multisonics and Traconex timing to Model 170 timing format; and the similar services that we provide for a multitude of cities in Southern California, we feel that we have a good understanding of the types of problems that you currently face, and the order of magnitude of the assistance that you require, in order to provide City residents with a functioning, optimized traffic signal system. We also feel that we are uniquely qualified to provide the required services in a timely and cost-effective manner. In general, we propose to provide consultant services to the City to assist City staff in addressing all signal interconnect and timing related issues, including but not limited to: identifying existing hardware and software problems with the City's traffic signal control system; developing solutions for the problems; implementing (or assist in implementing) the solutions; and developing a long range Master Plan for the ultimate traffic signal control system configuration. Our proposed scope of services for this project is as follows: Conduct a Kick -Off Meeting with appropriate City staff at City Hall. The purpose of this meeting, which is anticipated to last for several hours, will be to obtain a thorough understanding of the City staff s assessment of existing system problems, and concise direction from City staff relative to prioritization of our TRANSPORTATION CONSULTING ENGINEERS 211 E. Imperial Hwy., Suite 208, Fullerton, CA 92835 (714) 992-2990 FAX (714) 992-2883 E-Mail: algrover®compuserve.com Mr. Bob Stachelski February 8, 2002 Page 2 efforts. While we know that one of the overall goals of this project will be to get as much of the system "up and running" as soon as possible, we realize that there may be certain areas that are more critical than others in terms of identifying and resolving problems. Because of the importance of ensuring that all members of the City staff and all members of AGA's Project Team are in complete agreement relative to project goals, objectives, methodologies, schedules, etc., we propose to have Mark Miller, John Taylor, Chalap Sadam and Art Grimes all attend this meeting. It is strongly suggested that, at a minimum, Don Strook, George Ruff and yourself be present. Restore System Communications. The required baseline condition for having an operational traffic signal control system depends heavily upon communication between the system central control computer and the field masters and then to individual intersection signal controllers. Based on our several meetings and our preliminary evaluations, it is obvious that significant effort will need to be expended to identify communication problems, develop solutions, and implement the solutions. We propose to conduct this task on an intersection -by -intersection basis. Implementation in this case refers to a combination of AGA conducted tasks, City staff conducted tasks and, as required, contractor conducted tasks. While AGA (with City concurrence- and/or under. City supervision) can physically conduct implementation tasks such as minor wiring modifications in controllers, we propose that City forces or, in some cases, outside contractors be utilized for any required tasks that involve significant construction components, such as rewiring an intersection, or replacing faulty spread spectrum transmitters/receivers on signal poles. Basically, once we have identified a problem, either we will fix it or we will tell you how to fix it. This task will be primarily conducted by Mark Miller and Art Grimes, with occasional outside assistance (as required) provided by recognized experts in their fields, such as Jeff Pearson of McCain (for spread spectrum installations), or John Itagaki of BI Trans (for QuicNet 4 concerns). Our excellent long term relationships with various hardware and software experts will serve to expedite the completion of this task. Address System Timing Issues. After system communication problems have been identified and addressed, we will focus more on signal timing and coordination issues, including both local timing and coordination timing. It is anticipated that services provided under this task would include: ensuring that the timing.plans developed by AGA as part of our GMA-6 timing update project in 2001 have been properly implemented; making minor timing adjustments as required; confirming that the proper timingcharts are present in the local controllers; preparing new local timing plans (and, as required, coordination o Mr. Bob Stachelski February 8, 2002 Page 3 timing plans) for any new signals added to the City's system; or any signals that are modified; and responding to specific concerns/complaints registered by the public and/or City staff. It is anticipated that this task will be primarily conducted by Chalap Sadam. Develop a Citywide Signal System Master Plan. Once the more pressing problems of existing communication deficiencies and signal timing shortfalls have been addressed, AGA will assist the City staff in developing a Citywide Master Plan. This plan will serve as a blueprint for the City relative to the interconnect of both existing and future traffic signals, recommended long-term hardware and software components, etc. The Master Plan will consider the existing grants that the City has received to upgrade the signal system and any additional grant applications that the City has already submitted. Train City staff. This will include training relative to signal interconnect hardware troubleshooting and relative to the use of signal timing software for minor timing plan modifications. We will not be training staff to prepare large- scale coordinated signal timing plans. It is anticipated that a portion of this training will take place at AGA's office in Fullerton, and a portion will take place in Huntington Beach, primarily at the City's Traffic Management Center, but also at field controllers if required. Training will be conducted by those. AGA staff members most familiar with the particular item being addressed,. e.g.; Mark Miller or Art Grimes for communication troubleshooting, Chalap Sadam or John Taylor for coordination timing plans, etc. Because this project involves working closely with City Traffic Engineering Staff and Signal Maintenance Department Staff, it is felt that few formal meetings will be required. However, should there be a need for such meetings, we will schedule them at City Hall. AGA currently provides similar services to various cities throughout Southern California and is, to the best of our knowledge, the only consultant firm that manages both Model 170 (Bi Trans) Systems and Type 90 systems for local agencies. We have provided this service for both the City of Montclair and the City of La Habra for over 10 years, and currently also provide signal management service for the Cities of Fullerton, Palm Springs and Loma Linda, and for the County of San Bernardino. We were also selected earlier this week to provide signal management services for the City of Santa Clarita. References familiar with AGA's signal system management include the following: Mr. Mike Hudson, City Engineer City of Montclair 5111 Benito Street Montclair, CA 91763, (909)625-9441 Mr. Bob Stachelski February 8, 2002 Page 4 Mr. Nelson Wong, Transportation Manager City of La Habra 201 E. La Habra Boulevard La Habra, CA 90631 (562) 905-9622 Mr. Robert Hodson, Director of Engineering City of Fullerton 303 E. Commonwealth Avenue Fullerton, CA 92834 (714) 738-6850 While various members of AGA's staff would participate in providing the above -listed services to the City of Huntington Beach, the key staff members involved would be Mark Miller, P.E., Vice President; Chalap Sadam, T.E., Senior Transportation Engineer; John Taylor, Senior Design Engineer; and Art Grimes, Signal System Specialist. Mr. Miller, Mr. Sadam and Mr. Taylor all have extensive experience working with City staff, and with managing, monitoring and maintaining signal timing. Mr. Taylor was previously employed in the City of Huntington Beach, and personally developed and implemented the Golden West Street Time Based Coordination Project. Mr. Grimes, who has been with AGA for approximately 16 months, was previously employed by Signal Maintenance Inc. (SMI), a signal maintenance contractor. Mr. Grimes is therefore well versed in all aspects of signal interconnect and timing coordination, and has proven invaluable in troubleshooting signal systems... Additionally, Mr. Grimes, who lives nearby in Westminster, and Mr. Rob Kuehn, AGA's Director of Project Development who has lived in Huntington Beach for more than 20 years, are quite familiar with traffic conditions, patterns and problems throughout Huntington Beach and surrounding areas. AGA proposes to provide these services to the City on time -and -materials basis, in accordance with the attached Schedule of Hourly Rates. It is anticipated that over a six to nine month expected project duration, the overall project cost would be approximately $80-90,000, depending upon the extent of existing problems. It is also anticipated that more time would be spent at the beginning of the project, in order to resolve the necessary communication issues. We look forward to working with City staff on this project. Should you have any questions regarding this proposal, please call me. Respectfully submitted, ALBERTTGGROVER & ASSOCIATES �j Albert L. Grover, P.E. President & CEO w4w7-02-stachelski.ltr FROM :AGA FAX NO. :7149922ee3 Feb. 20 2002 10:24AM P2 ALBERTL RSSOCIA k- ES SCHEDULE OF HOURLY RATES EFFECTIVE AUGUST 11 2001 Principal/President $ 150.00 Vice President/Associate $ 140.00 Director of Project Development $ 140.00 Senior Engineer $ 130.00 Senior Design Engineer $ 120.00 Senior Transportation Engineer $ 120.00 Transportation Engineer $ 105.00 Design Engineer $ 90.00 Signal Systems Specialist $ 90.00 Designer $ 80.00 Construction Inspector $ 75.00 Assistant Transportation Engineer $ 75.00 Assistant Engineer $ 75.00 Senior CADD Operator $ 70.00 Project Coordinator, Engineering Technician II $ 65.00 CADD Operator $ 60.00 Traffic Enumerator, Engineering/Clerical Aide S 40.00 Council/Commission Meetings, Hearings, etc. $ 200.00 Expert Witness $ 250.00 Expert Witness - Deposition/Court $ 280.00 Subconsultants will be billed at cost plums 15 % C-auditions of Usaee. The above rates are typically effective for a 12 mnnth period, but AGA maintains rho. right to change the billing rates at any time for convenience of record keeping. Therefore, all billings will always he at the then current billing rates. This will not affect any agreed upon total or not -to -exceed fees. INVOICES WILL BE SUBMITTED MONTHLY AND SHALL BE DUE AND PAYABLE WITHIN 30 DAYS. FINANCE CHARGES MAY BE ACCRUED DAILY ON UNPAID BALANCES BASED ON A 10% ANNUAL PERCENTAGE RATE. w4w7-01-rate.tlec TRANSPORTATION CONSULTING ENGINEERS 211 E. Imperial Hwy„ Suite 208, Fullerton, CA 92835 (714) 992-2990 FAX f714) 992-2M E•Mail: algtover®compuserve.com Exhibi t B EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the Schedule of Hourly Rates (effective August 1, 2001) included in the February 8, 2002 proposal or as periodically adjusted based on the terms of the Schedule of Hourly Rates Travel Charges for time during travel are normally not reimbursable and will only be paid if such time is actually used in performing services for CITY or as otherwise arranged with CITY. 2. As CITY sometimes uses consultants that are outside of the nearest metropolitan area, CITY is very conscious of travel costs. Subject to .agreement otherwise, CONSULTANT will be held to charging no fees on travel time to or from Huntington Beach. 3. Automobile expenses are limited to Twenty-seven Cents ($0.27) per mile. All other travel expenses must be approved in advance by CITY in writing. Requests for approval shall be submitted at least fourteen (14) days in advance, to allow for reduced transportation fares. Meals are not billable to CITY, without prior written consent of CITY. C. Billing 1. All billing shall be done monthly in one -tenth -hour (0.10) increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. Minimum billing charges are unacceptable. CONSULTANT shall only charge for actual time spent. For example, minimum of 0.2 hours for phone calls or 0.4 hours for letters is unreasonable unless that is an accurate measure of time spent. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the case or matter. Telephone, cellular phone and postage charges are billable at actual cost. A copy of all service bills/costs should accompany the billing for each single item that exceeds Seventy -Five Dollars ($75.00). The fee for the sending or receiving of facsimiles shall not exceed Twenty-five Cents ($0.25) per page. CITY will not pay a fee or charge for telephone calls or facsimiles to CITY. Photocopier costs should be no more than the actual cost of duplication, or Ten Cents ($0.10) per page, whichever is less. agree/forms/exB-hourly fee/5/14/02 EXHIBIT B Hourly Payment EXHIBIT "B" Payment Schedule (Hourly Payment) 4. CITY will not pay for secretarial time or secretarial overtime. CITY will not pay for secretarial tasks or tasks that should be subsumed into CONSULTANT's overhead. For example, time spent for faxing, mailing, arranging for messengers and calendaring are not acceptable charges. 5. CITY will not pay for word processing charges. This includes per page or hourly charges. 6. CITY will not pay for billing or discussion of bills. If CITY has questions about billing or needs additional information on bills, that is not a chargeable event; CONSULTANT should respond without charging CITY for the time required. 7. CITY appreciates when CONSULTANT has researched an issue previously and uses that research on the present case. CITY has retained CONSULTANT because of its past experience. CONSULTANT shall not charge CITY for work it has done and billed another client for in the past. 8. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 9. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non -approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. agree/forms/exB-hourly fee/5/14/02 EXHIBIT B 2 Hourly Payment EXHIBIT "B" Payment Schedule (Hourly Payment) 10. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated'as separate and apart from the ongoing performance of the remainder of this Agreement. agree/forms/exB-hourly fee/5/14/02 EXHIBIT B 3 Hourly Payment 5523 su - INSURANCE AND INDEMNIFICATION WAIVER - MODIFICATION REQUEST _Hunnn azh® 1. Requested by: Bob Stachelski, Transportation Manager/Public Works 2. Date: June 6, 2002 3. Name of contractor/permittee: Albert Grover & Associates 4. Description of work to be performed: Professional Services - Traffic signal system management 5. Value and length of contract: $90,000, 9 months 6. Waiver/modification request: $25,000 deductible for Professional Liability Insurance 7. Reason for request and why it should be granted: Existing carrier does not offer $0 deductible 8. Identify the risks to the City in approving this waiver/modification: Liability exposure based on traffic signal timing and operations. Potential for firm to not fullfil deductible in case of claim. Minimal exposure to liability based on traffic signal timing. Typically, exposure from malfunction. X11 A1106 1 o Gz Department ad Signature ate: APPROVALS_ Approvals ..must: be. obtained in the order listed on. this form. Two approvals are required for request to be granfed. Approval -from the City'Administrator sOffice, is only required if Risk.Wria enient and the Cit Attorne s Office _ Y ydisagree. 9...._. '. 1. Risk Management �pproved❑ _Denied 0 Signature Date 2. City Attorney's Office Approved ❑ Denied Signature Date 3. City Administrator's Office ❑ Approved ❑ Denied Signature Date If:approved:the completed waiver/modification: request Is to:besubmlttedto the CItyAttorney's Office along with -the contract for approval. Once the contract,has been -approved;;::.; . this form Is to be filed ith the:Risk Management:Dlvlslon of Administrative Services:: Incnrnnra R Inriamniflnn inn Wnivar R/R/gnng s-ni PM ``JU1V. 11. LUUL `J:JIAM UU1V1i'Ll;1C 111�UKA1%t(J4U)'0J-UH0 VU,t', -A& u4 �CK 106 I C Ur LIAMILI I jr InISURANCE 1/�MMioorrv) 06/11/2002 rROOUVOER (949)263-0606 FAX (949)263-0906 .Complete Insurance, Inc. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR California DOI 00437762 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW 1500 Quail St., Suite 410 Newport Beach, CA 92660 INSURERS AFFORDING COVERAGE INSURED Albert Grover III Associates INSURERA: Continental Casualty Company INSURERS: (c/o Victor 0. Schinnerer) 211 E Imperial Hwy M208 INSURER Fullerton, CA 92335 INSURER D. INSURER E COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE POLICY NUMBER P LIOY EF ECT I TMM/DOM' POLICY 047E MM/DPIRA OIYV LIMITS GENERAL LIABILITY EACH OCCURRENCE E FIRE DAMAGE Any one lire) S COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCUR I MED EAP (Any One oeroon) I s PERSONAL B AOV INJURY E GENERAL AGGREGATE 3 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMPiOP AGG 3 71 POLICY PRO• JECT LOC AVTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT IEa acOft I) s BODILY INJURY (Per person) q ALL OWNED AUTOS SCHCDULED ALTOS BODILY INJURY (Par ec:ldenl) S HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE (Per accident) q GARAGE LIABILITY AUTO ONLY - EA ACCIDENT S OTHER THAN EA ACC AUTO ONLY AGG s ANY AUTO S EXCESS LIABILITY EACH OCCURRENCE S OCCUR CLAIMS MADE AFFROV� A� TO FCRtd:� AGGREGATE 3 DEDUCTIBLE RETENTION s , <,: _TL rU TTO i, C ; 1L1 Atorney - l.,, : Deputy City* Atto ' ney 3 E s WORKERS COMPENSATION AND EMPLOYERS' LIABILITY �i O(SLpVIA,e r'e \) '- 30 hCA3 Iq of �/ '" JJJJ Uyy,�✓ 11113- 0- TORY LIMITS ER E.L. EACH ACCIDENT s E L DISEASE - EA EMPLOYE 6 E L. DISEASE - POLICY LIMIT 1 3 OTHER Professional Liability PRE113793064 07/09/2001 07/09/2002 S2,000,000 Per Claim A 52,000,000 Aggregate DESCRIPTION OF OPERATIONSILOCATIONSIVEHICLESIEXCLUSIONS ADDED BY ENDORSEMENTiSPECIAL PROVISIONS ertificate holder includes; City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers 0 day notice endt. 83118 included - 10 day notice applies to non-payment E: Signal System Management Services ,r Gf\ I Ir—, I a mul a I I A130I7I0NAL INr-IIYFn• INc11OFC I a1 rva L:ANI: FI 1 A I IIIN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. THE ISSUING COMPANY WILLENCEAVOR TO MAIL City of Huntington Beach 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Attn: ) o a n C i g u e r e BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY 2 0 D 0 Main Street OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. Huntington Beach, CA 92648 AUTHORIZED REPRESENTATIVE Alicia I ram, AAI^/MICHMA c(�� •""'^" -"-"' 1""r IPAVVKU U.VKYVKAIIVN lyea JUN-11-2002 09:50 949 263 0906 9?% P.01 JU'N, 11. 2002 9; 39AM COPLETE INSURANCE (949) 263-0906 NO, 1853 P. 2i5 PROFESSIONAL LIABILITY ARCHITECTS/ENGINEERS CNA For All the Con nilmunts You Makea INSURED: Albert Grover & Assoclates POLICY M PRE113793064 EFFECTIVE: 07/09/01 ENDORSEMENT NUMBER: 1 ENDORSEMENT It is agreed that this policy will not be cancelled until thirty (30) days prior written notice is given to: City of Huntington Beach Attn: Joan Giguere 2000 Main Street Huntington Beach, CA 92648 All other provisions of this policy remain unchanged. No Signature nor Countersignature is required in the State of California Countersigned by Authorized Representative x3-113 (Ed. 08/83) JUN-11-2002 09:50 949 263 0906 97% P.02 JUN, 11 2002 9: 39AM COMPLETE INSURANCE (949)263-0906 NO. 1853 P. 3%5 Ac;VHY,,,. C;t:KiIFICAIt Ur 0/1�iABI�ii Y WSURANCE -6/11MIDD/W) 1/2002 PRODUCER (949)263-0606 FAX (949)263-0906 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Complete Insurance, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR California 90I 00437762 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 1500 Quail St . , Suite 410 INSURERS AFFORDING COVERAGE Newport Beach, CA 92660 INSURED Albert Grover B, Associates INSURER American Motorists Ins, Co. 211 E Imperial Hwy M209 INSURER (c/0 Kemper KSA) Fullerton, CA 92935 INSURER INSURER D' INSURER E COVERAGES 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, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TR TYPE OF INSURANCE POLICY NUMBER POLICY DATE MM/OD/W PYXP DATE /DOF /W DO LIMITS GENERAL LIABILITY 7RS66399401 07/01/2001 07/01/2002 EACH OCCURRENCE s 1,000,000 FIRE DAMAGE (Any one lire) S S00,000 X COMMERCIAL GENERAL LIABILITY CLAIMS MADE Q OCCUR MED EXP (Any one pereon) S 10 , 000 PERSONAL dADV INJURY S 2,000,000 A GENERAL AGGREGATE 13 2,000,00() GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMPiOP AGG S 2,000,000 POLICY PRO- LOC JECT AUTOMOBILE LIABILITY ANY AUTO 7RS66399401 - 07/01/2001 07/01/2002 COMBINED SINGLE LIMIT (Ea aWdenl) s 1,000,000 BODILY INJURY (Per person) S A ALL r"EO AUTOS SCHEDULED AUT06 HIRED AUTOS NON -OWNED AUTOS X BODILY INJURY (PorecodeM) = X PROPERTY DAMAGE (Per ecvOml) S GARAGE LIABILITY AUTO ONLY. EA ACCIDENT S OTHER THAN EA ACC 3 ANY AUTO S AUTO ONLY: AGG EXCESS LIABILITY 7RS66399401 07/O1/2001 07/01/2002 EACH OCCURRENCE s 2,000,000 X OCCUR CLAIMS MADE AGGREGATE S 2,000.000 A S S DEDUCTIBLE S RETENTION S A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY 76COO850201 07/01/2001 07/01/2002 X TORYLIMITS ER E L. EACH ACCIDENT S 11000,000 EL DISEASE - EA EMPLOYEO S 1 , 000 , 000 E,L.OISEASE- POLICY LIMIT I S 1,000,000 OTHER 10 day notice applies to non-payment and/or non -reporting DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESIEXCLUSION9 ADDED BY ENDORSEMENT/SPECIAL PROVISIONS ity of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers are additional insured as respects general liability but only if required by written ontract with the named insured prior to an occurence and as per coverage form BP7434. Coverage ubject to all policy terms and conditions. E: Signal System Management Services %,rm I Irm A 1 G MULUtK I I AnnITIONAI INt1IRPn• we, non I anTco CANCEI_LATInN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL INXX1100M MAIL City of Huntington Beach 3 O DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Attn: J o a n G i g u e r e MOI00DWL)o1lB(10QWOdx9tACM lOplI0F9Bt9fBVOro� 11DX)1i01a9f1XDf 1 BKxXJ�9it1W % 2000 Main Street X X X X K X AUTHORIZED REPRESENTATIVE Huntington Beach, CA 92648 Alicia I ram, AAI" MICHMA NVVnV LQ-,7111a1I QAL;UKU L:UKYUKATIUN 1VUU JUN-11-2002 09:51 949 263 0906 9?% P.03 . M. 11. 2002 9:40AM COMPLETE INSURANCE (949) 263-0906 NO. 1853 P. 4/5 ARCHITECTS AND ENGINEERS PROGRAM ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. INSURED: Albert Grover & Associates AMERICAN MOTORISTS POLICY NUMBER: 7RS66399401 INSURANCE COMPANY POLICY PERIOD: 07/01/01 to 07/01/02 ADDITIONAL INSURED; City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers This endorsement modifies insurance provided under the following: BUSINESSOWNERS POLICY C. Waiver of Subrogation: A. Additional Insured: The Followin; is added to the Businessowners Liability Coverage Form, BP 71 08; Item 5. OI' Section C. — WHO IS AN INSURED, is deleted and replaced by the following: 5, Additional Insureds — By Contract, Agreement Or Permit Any person or organization to whom or to which you are obligated by virture of a written contract, agreement or permit to provide such insurance as affored by this policy is an insured, bur only with respect to liability arising out of: a. "Your work" for that insured by you; b. Permits issued by state or political subdivisions for operations performed by you; or c. Premises you own, rent, occupy or use. This provision does not apply unless the written contract or agreement has been executed, or the permit has been issued, prior to the `bodily injury.' "property damage," "personal injury" or "advertising injury." B. Primary Coverage. With respect to claims arising out of the operations of the Named Insured, such insurance as afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the above Additional Insureds. Paragraph 2.. of the TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US condition, of the Businessowners Common Policy Conditions, BP 71 10, is deleted and replaced by the following: 2. Applicable to Businessowners Liability Coverage: a. If the insured has rights to recover all or part of any payment we have made under this policy, those rights are transferred to us. This insurance shall not be invalidated should the Named Insured waive in writing, prior to a .loss, any or all rights of recovery against any party for a loss occurring. However, the insured must do nothing after a loss to impair these rights. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. After a loss you may waive your rights against another party in writing, only if, at the time of the loss, that party is one . of the following. A business Finn: 1) Owned or controlled by you; or 2) That owns or controls you. Countersigned by Authorized Representative BP 7434 (Ed. 07 99) Abbreviated JUN-11-2002 09:51 949 263 0906 97% Printed in U.S.A. =%2 T TTIT nnnn n In a I r rnlMT rTr TIT TT IIT n TT /n/nl nrn A nr JV-0- 11. LUUL 4Ut11Vl UUlY11LG1G 1110uAt11YU1; 04� LUJ UJUU IT I n r 1 n r /r ". I U J J 1. J/J IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. JUN-11-2002 09:52 949 263 0906 97% P.05