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Stearns, Conrad and Schmidt Consulting Engineers, Inc dba SCS Engineers - 2000-12-18 (2)
PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND STEARNS, CONRAD AND SCHMIDT CONSULTING ENGINEERS, INC. DOING BUSINESS AS SCS ENGINEERS FOR METHANE GAS MONITORING SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and STEARNS, CONRAD AND SCHMIDT CONSULTING ENGINEERS, INC. DOING BUSINESS AS SCS ENGINEERS, hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide methane gas monitoring,services; 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 Steven Crosdale who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 1 of 11 23-13531/321449 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on Decenih 1 / 20 23 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date; unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than three (3) years from the Commencement Date. 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. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 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," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed One Hundred Thousand Dollars ($100,000.00). 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 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." 2 of 11 23-13531/321449 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 A. 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 (or alleged 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. 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. B. To the extent that CONSULTANT performs "Design Professional Services" within the meaning of Civil Code Section 2782.8, then the following Hold Harmless provision applies in place of subsection A above: 3 of 11 23-13531/321449 "CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and against any and all claims, damages, losses, expenses, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to the extent that the claims against CONSULTANT arise out of,pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more other defendants to the claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Section 2782.8. C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a 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 without the express written consent of CITY; however an insurance 4of11 23-13531/321449 policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. 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 provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 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. state that the policy is currently in force; and 5 of 11 23-13531/321449 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. 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 6 of 11 23-13531/321449 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. 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: 7 of 11 23-13531/321449 TO CITY: TO CONSULTANT: City of Huntington Beach SCS Engineers ATTN: Director of Public Works ATTN: Steven Crosdale 2000 Main Street 3900 Kilroy Airport Way, Suite 100 Huntington Beach, CA 92648 Long Beach, CA 90806 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 8 of 11 23-13531/321449 neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. 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. 9of11 23-13531/321449 24. ATTORNEY'S FEES 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 nonprevailing 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. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 28. 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 10 of 11 23-13531/321449 Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Council. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, STEARNS, CONRAD AND SCHMIDT a municipal corporation of the State of CONSULTING SERVICES DOING California BUSINESS AS SCS ENGINEERS By: i4 I G;' 7City Manager print name INITIATED AND APPROVED: ITS: (circle one)Chairman/Presiden ice Presider AND Director of Community Development B / A/NG /9&L4k APPROVED AS TO FORM: print name ITS: circle one)Secretary/Chief Financial Officer Asst. Secretar Treasurer City Attorney Date RECEIVE AND FILE: COUNTERPART City Clerk Date 11 of 11 2 3-1 3 5 3 1/32 1449 Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Council. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, STEARNS, CONRAD AND SCHMIDT a municipal corporatio e to of CONSULTING SERVICES DOING Californ' BUSINESS AS SCS ENGINEERS By: .2,---(eCity Manager print name 6,maw e INITIATED D APPROVED: ITS: (circle one)C4gira �trtiira Prnc:4eet AND Director of • Bra (Pub 1'c- tAlDC-r GP By: APPROVED AS T FORM: print name or ITS: (circle one)Secretary/Chief Financial officer/Asst. Secretary-Treasurer ' y Attorney Date RECEIVE ND FILE: AA/ 94S4Pietktd City Clerk COUNTERPART Date i/y/zy 4S-- 11 of 11 23-13531/321449 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Provide Methane Gas Monitoring Services B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: C. CITY'S DUTIES AND RESPONSIBILITIES: D. WORK PROGRAM/PROJECT SCHEDULE: EXHIBIT A EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: Technical Field Personnel Rate ($)/Hour Laborer 75 Systems Specialist 85 Technician 90 Equipment Operator 100 GIS Technician 104 Foreman 105 Fusion Technician 110 Plant Operator 110 Senior Technician 115 Superintendent 130 Mechanic 130 Support Specialist 138 Senior Superintendent 160 Controls Specialist/Network Engineer 175 Network Engineer II 177 Drone Pilot 205 Management/Support Personnel Rate ($)/Hour Secretarial 65 Project Administrator 90 Field Data Analyst 100 Senior Project Administrator 115 Senior Field Data Analyst 120 Administrative Coordinator 120 Designer/Drafter 120 Project Coordinator/Accountant 130 Field Project Coordinator 150 Project Professional/H&S Specialist 160 Controls & Instrument Engineer 185 Product Development Manager 195 System Integrator/Product Manager/Business Manager 208 Quality Advisor 210 Project Manager/H&S/Quality Manager 230 Senior Project Professional 230 Sr. Project Manager 260 Sr. Project Advisor 260 Developer 268 RMC Business Manager 275 National RMC Director 285 Director of Technology 285 Regional Manager/Project Director 290 1 Exhibit B B. Travel Charges for time during travel are not reimbursable. C. Billing 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 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 project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to 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. 4. 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. 5. 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. 2 Exhibit B ------"N ® DATE(MMIDD/YYYY) A�o CERTIFICATE OF LIABILITY INSURANCE ATE( MOD /24/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CON PRODUCER Lockton Insurance Brokers,LLC NAME CT CA License#OF 15767 PHOttA cC.No.Exit: (Ale,No): 777 S.Figueroa Street,52nd fl. E-MAIL Los Angeles CA 90017 ADDRESS: 213-689-0065 INSURER(S)AFFORDING COVERAGE NAIC s INSURER A:Zurich American Insurance Company 16535 INSURED INSURER B:American Guarantee and Liab.Ins.Co. 26247 1512786 SCS Field Services INSURER C:Steadfast Insurance Company 26387 3900 Kilroy Airport Way,Suite 100 INSURERD: Long Beach CA 90806-6816 USA INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE AWL sung POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DDIYYYY) (MMIDO/YYYYI A X COMMERCIAL GENERAL LIABILITY Y Y GLO 0112778-08 3/31/2023 3/31/2024 EACH OCCURRENCE $ 5,000,000 DAMAGE TO CLAIMS-MADE 1 ^I OCCUR PREMISES(EaENTED occurrence) S 1,000,000 X X,C,U Included MED EXP(Any one person) 5 25,000 X Contractual Liab PERSONAL&AM INJURY 5 2,000,000 GENt AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 10,000,000 POLICY X I T X LOC PRODUCTS•COMP/OP AGG S 10,000,000 OTHER: $ A AUTOMOBILE LIABILITY N N BAP 0112780-08 4/1/2023 4/1/2024 COMBINED SINGLE LIMIT 5 (Ee acrJdentl 2,000,000 x ANY AUTO BODILY INJURY(Per person) $ XXXXXXX OWNED -SCHEDULED BODILY INJURY(Per accident) S XXXXXXX _, H S XXXXXXX HIREDIRED ONLY AUTOS NON-OWNEDUTOS PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ XXXX3CXX B X UMBRELLA(JAB X OCCUR Y Y AUC0112856-08 3/31/2023 3/31/2024 EACH OCCURRENCE S 5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED RETENTION S $ XXXXXXX WORKERS COMPENSATION Y X PETUTE ERH A AND EMPLOYERS'LIABILITY Y/N \VCOl I2779-OS 4/1/2023 4/U2024 R �IPROPRIETOR PROPRIETOR/PARTNER/EXECUTIVE D?ECUTIVE N N/A E.L.EACH ACCIDENT S 1,000,000 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE S 1,000,000 II yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 5 1,000,000 C Env Prof(E&O) N N PEC 0112862-08 3/31/2023 3/31/2024 Per Claim/Aggregate:S2,000,000 c Env Contr Poll N N PEC 0112862-08 3/31/2023 3/31/2024 Per Occurrence/Aggregate:2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached II more space Is required) RE:Job No.01204111.04.Operation Monitoring and Maintenance of Landfill Gas Migration Control Facilities at the Central Park Sports Complex(Huntington Beach Landfill),Huntington Beach,CA.The City of Huntington Beach,its officers,elected or appointed officials,employees,agents and volunteers as required by written contract are included as Additional Insured in accordance with the policy provisions of the General Liability policy and the General Liability policy evidenced herein is Primary and Non-Contributory to other insurance available to an Additional Insured,but only in accordance with the policy's provisions.A Waiver of Subrogation is granted in favor of The City of Huntington Beach,its officers,elected or appointed officials,employees,agents and volunteers AREROAtiGrikSIT<OtE0A accordance with the policy provisions of the Commercial General Liability and Workers'Compensation policies. `y.- By: CERTIFICATE HOLDER CANCELLATION MICHAEL E,GATES CITY ATTORNEY SHOIA.Api BEFORE City of Huntington Beach THEULD EXPIRATIONANY OF DATE E VTH REEBESOOF, NOITD,JPY C J ILL"BE RED IN Attn: Dept.of Public Works ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main Street Huntington Beach CA 92647 USA AUTHORIZED REPR 1 ©1 88-201 C D CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Additional Insured — Owners, Lessees Or ZURICH Contractors — Scheduled Person Or Organization Policy No. Ff11 Date of I'ol. Exp.Date of Pol. Eff.Date of End. Producer No. Add'I.Pieni Return Prem. GLO 0112778 08 03/31/2023 03/31/2024 03/31/2023 75272000 INCL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: STEARNS, CONRAD AND SCHMIDT CONSULTING ENGINEERS, INC. Address (including ZIP Code): 3900 KILROY AIRPORT WAY LONG BEACH, CA 90806-6809 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part SCHEDULE Name Of Additional Insured Person(s) Location And Description Of Covered Operations Or Organization(s) The City of Huntington Beach, its officers, As required by written contract. elected or appointed officials, employees, agents and volunteers. A. Section II—Who Is An Insured is amended to include as an additional insured the person or organization shown in the Schedule above, whom you are required to add as an additional insured on this policy under a written contract or written agreement. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or"personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf, in the performance of your ongoing operations or "your work" as included in the "products-completed operations hazard", which is the subject of the written contract or written agreement at the Location designated and described in the Schedule above. However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to: U-GL-1177-F CW(04/13) Page 1 of 2 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering or failure to render any professional architectural,engineering or surveying services including: a. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders,change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the"occurrence" which caused the"bodily injury" or"property damage", or the offense which caused the"personal and advertising injury", involved, the rendering of or the failure to render any professional architectural, engineering or surveying services. C. The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions: The additional insured must see to it that: 1. We are notified as soon as practicable of an"occurrence" or offense that may result in a claim; 2. We receive written notice of a claim or"suit" as soon as practicable; and 3. A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured, if the written contract or written agreement requires that this coverage be primary and non-contributory. D. For the purpose of the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: Primary and Noncontributory insurance This Insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance;and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV—Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same"occurrence", offense, claim or"suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. E. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section III—Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement referenced in Paragraph A.of this endorsement;or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms and conditions of this policy remain unchanged. U-GL-1177-F CW(04/13) Page 2 of 2 Includes copyrighted material of Insurance Services Office,Inc.with its permission. POLICY NUMBER: GLO 0112778-08 COMMERCIAL GENERAL LIABILITY CG24040509 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: ANY PERSON OR ORGANIZATION THAT REQUIRES YOU TO WAIVE YOUR RIGHTS OF RECOVERY, IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT WITH THE NAMED INSURED THAT IS EXECUTED PRIOR TO THE LOSS. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. The following is added to Paragraph 8.Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery 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 your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 ©Insurance Services Office, Inc., 2008 Page 1 of 1 Wolters Kluwer Financial Services I Uniform Formem POLICY NUMBER: BAP 0112780-08 COMMERCIAL AUTO CA20481013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s)or organization(s)who are "insureds"for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Stearns, Conrad and Schmidt,Consulting Engineers, Inc. Endorsement Effective Date: 04/01/2023 SCHEDULE Name Of Person(s)Or Organization(s): Any person or organization to whom or which you are required to provide additional insured status or additional insured status on a primary, non-contributory basis, in a written contract or written agreement executed prior to loss,except where such contract or agreement is prohibited by law. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured"for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph AA. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 ©Insurance Services Office, Inc., 2011 Page 1 of 1 Wolters Kluwer Financial Services I Uniform FormsTM WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION • This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: 04/01/2023 Endorsement No. Policy No.WC 0112779-08 Insured:Stearns,Conrad and Schmidt,Consulting Engineers, Inc. Premium$ Insurance Company:Zurich American Insurance Company WC124(4-84) Page 1 of 1 WC 00 03 13 Copyright 1983 National Council on Compensation Insurance,Inc. Uniform FormsTtit WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 04 03 06(Ed.4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT- CALIFORNIA This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following"attaching clause"need be completed only when this endorsement is issued subsequent to preparation of the policy,) This endorsement,effective on: 04/01/2023 at 12:01 A.M.standard time,forms a part of Policy No. WC 0112779-08 Endorsement No. of the: Zurich American Insurance Company issued to: Stearns,Conrad and Schmidt,Consulting Engineers, Inc. Premium(if any)$ We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) 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 % of the California workers' compensation pre- mium otherwise due on such remuneration. Schedule Person or Organization Job Description ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED,EXECUTED PRIOR TO THE ACCIDENT OR LOSS,THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION WC 252(9-64) WC 04 03 06(Ed.4-84) Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY WC 42 03 04 B INSURANCE Policy Number: WC0112779-08 (Ed.6-14) TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A.of the Information Page 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, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. (El) Specific Waiver Name of person or organization ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE. ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION (®)Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: 3. Premium: The premium charge for this endorsement shall be 2 percent of the premium developed on payroll in connection with work performed for the above person(s)or organization(s)arising out of the operations described. 4. Advance Premium: INCL WC420304B (Ed.6-14) ©Copyright 2014 National Council on Compensation insurance,Inc.All Rights Reserved. POLICYHOLDER COPY SC `STATE COMAP,NSAT{ON P.O. BOX 8192, PLEASANTON, CA 94588 INSURANCE FUND; CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ISSUE DATE: 09-26-2023 GROUP: POLICY NUMBER: 9324288-2023 CERTIFICATE•ID: 3 CERTIFICATE EXPIRES: 09-14-2024 09-14-2023/09-14-2024 CITY OF HUNTINGTON BEACH SC JOB:CITY OF HUNTINGTON BEACH 2000 MAIN STREET 2000 MAIN ST HUNTINGTON BEACH HUNTINGTON BEACH CA 92648-2702 CA 92648 • This Is to certify that we have issued a valid Workers' Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period indicated. This policy is not subject to cancellation by the Fund except upon 10 days advance written notice to the employer. We will also give you 10days advance notice should this policy be cancelled prior to its normal expiration. This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policy listed herein. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate of Insurance may be issued or to which it may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions, and conditions, of such policy. e Authorized Representative President and CEO UNLESS INDICATED OTHERWISE BY ENDORSEMENT, COVERAGE UNDER THIS POLICY EXCLUDES THE FOLLOWING: THOSE NAMED IN THE POLICY DECLARATIONS AS AN INDIVIDUAL EMPLOYER OR A HUSBAND AND WIFE EMPLOYER; EMPLOYEES COVERED ON A COMPREHENSIVE PERSONAL LIABILITY INSURANCE POLICY ALSO AFFORDING CALIFORNIA WORKERS' COMPENSATION BENEFITS; EMPLOYEES EXCLUDED UNDER CALIFORNIA WORKERS' COMPENSATION LAW. EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT 112572 ENTITLED BLANKET WAIVER OF SUBROGATION EFFECTIVE 2023-09-14 IS ATTACHED TO AND FORMS A PART OF THIS POLICY EMPLOYER WEILER, DON'DBA: DON R WEILER SC • 7171 WARNER AVENUE B-135 HUNTINGTN BCH CA 82647 [P18,HO] IHEV.7-20141 PRINTED : 09-26-2023 CONTRACT No.$OOO 4s5 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF GLENDALE AND STEARNS,CONRAD,AND SCHMIDT CONSULTING ENGINEERS,INC., DOING BUSINESS AS SCS ENGINEERS THIS.AGREEMENT ("Agreement"), effective July 1st, 2019 ("Effective Date"), is between the City of Glendale, a municipal corporation("CITY"),and Stearns, Conrad, and Schmidt Consulting Engineers, Inc., Doing Business as SCS Engineers , a Virginia Corporation ("CONSULTANT"), (collectively, "PARTIES" or individually, "PARTY"). RECITALS A. CITY is a public entity organized and existing under its Charter and the State of California's Constitution. B. CONSULTANT, represents that CONSULTANT is, and will continue to be for this Agreement's duration,a Virginia corporation in good standing which employs persons who are duly registered or licensed to practice in the State of California. C. CONSULTANT possesses the competence, experience, expertise, skill, facilities, equipment, personnel, financial wherewithal, and other resources necessary to perform this Agreement's tasks in a professional and competent manner. D. CONSULTANT desires to furnish and perform professional services for CITY, on the terms and conditions described in this Agreement. CONSULTANT has the legal authority to provide, engage in, and carry out the professional services set forth in this Agreement. AGREEMENT THEREFORE, CITY engages CONSULTANT's services,and in consideration of the PARTIES' mutual promises, the PARTIES agree as follows: 1.0 INCORPORATION OF RECITALS 1.1. The Recitals constitute the factual basis upon which CITY and CONSULTANT have entered into this Agreement. CITY and CONSULTANT acknowledge the Recitals' accuracy and, therefore, incorporate them into this Agreement. 2.0 TERM 1 2.1. This Agreement begins on the Effective Date, and continues in effect for five (5) years unless this Agreement ends sooner according to the terms elsewhere in this document. 3.0 SERVICES 3.1. Scope of Work. CONSULTANT shall perform the services in the Scope of Work ("the Services"), which is attached as "Exhibit A"to this Agreement and is incorporated into it by this reference. 3.2. Written Authorization. (A) CONSULTANT shall not make changes in the Scope of Work,perform any additional work, or provide any additional material, without first obtaining written authorization from CITY. If CONSULTANT provides additional services or materials without written authorization, or if CONSULTANT exceeds the Maximum Cost in Paragraph 7.4 of this Agreement, CONSULTANT proceeds at CONSULTANT's own risk and without payment. (B) CITY will authorize CONSULTANT to proceed with discrete tasks by issuing written Task Orders. Receipt of a written Task Order, signed by CITY's Project Manager, is a prerequisite for CONSULTANT to proceed with each task. in performing each phase or task, CONSULTANT shall not exceed the Maximum Cost in Paragraph 7.4 of this Agreement. Issuance of a Task Order neither authorizes CONSULTANT to incur expenditures in excess of the Maximum Cost, nor relieves CONSULTANT from its responsibility for completing all of the Services within the Maximum Cost. 3.3, Professional Standard of Care. During this Agreement's Term: (A) CONSULTANT and its Subconsultants,subcontractors,employees,and agents (collectively, "CONSULTANT PARTIES") shall perform all of the Services in this Agreement in an expeditious and professional manner,using professionals properly licensed and duly qualified to perform the Services. (B) CONSULTANT PARTIES shall perform the work described in this Agreement in accordance with generally accepted professional practices and principles, and in a manner consistent with the level of care and skill ordinarily exercised under similar conditions by members of CONSULTANT PARTIES' profession currently practicing in California. By delivering the completed work, CONSULTANT PARTIES represent and certify that their work conforms to: the requirements of this Agreement; all applicable (federal, state, county, local, CITY) laws, rules, regulations, orders, and procedures; and the professional standard of care in California. (C) CONSULTANT PARTIES are responsible for making an independent evaluation and judgment of all conditions affecting performance of the work, including without limitation: site conditions; existing facilities; seismic, geologic, soils, hydrologic, 2 geographic, climatic conditions; applicable(federal, state,county, local, CiTY) laws, rules, regulations,orders,and procedures; and all other contingencies or design considerations. Data, calculations, opinions, reports, investigations,or any other information or documents that CITY provides relating to site, local, or other conditions are not warranted or guaranteed, either expressly or implied, by CITY. (D) When the Scope of Work requires or permits CITY's review,approval, conditional approval, or disapproval, CONSULTANT acknowledges that CITY's review, approval, conditional approval, or disapproval: (1) Is solely for the purposes of administering this Agreement and determining whether CONSULTANT is entitled to payment for its Services; (2) Is not to be construed as a waiver of any breach, or acceptance by CITY, of any responsibility— professional or otherwise—for the Services or CONSULTANT's work product; (3) Does not relieve CONSULTANT of the responsibility for complying with the standard of performance or professional care; or laws, regulations, or industry standards; and (4) Does not relieve CONSULTANT from liability for damages arising out of CONSULTANT's: negligent acts, errors, or omissions; recklessness;willful misconduct;or noncompliance with industry standards. • (E) Without additional compensation to CONSULTANT and at no cost to CiTY, CONSULTANT shall correct or revise all errors, mistakes,or deficiencies in its work product, studies, reports, designs, drawings, specifications, or other services. 4.0 TIME FOR PERFORMANCE 4.1. CONSULTANT shall complete all of the Services by the end of the term as set forth in Paragraph 2.1 herein. 4.2. If the Project Time Schedule calls for performance of the Services in phases or discrete increments, CONSULTANT shall not proceed from one phase or increment to the next without written authorization from CITY's Project Manager. 4.3. Force Maieure. If an event or condition constituting a "force majeure"—including, but not limited to,an act of God, labor dispute,civil unrest, epidemic, or natural disaster—prevents or delays a PARTY from performing or fulfilling an obligation under this Agreement, the PARTY is not in Default, under Paragraph 13.1 of this 3 Agreement, of the obligation. A delay beyond a PARTY's control automatically extends the time, in an amount equal to the period of the delay, for the PARTY to perform the obligation under this Agreement. The PARTIES shall prepare and sign an appropriate document acknowledging any extension of time under this Paragraph. 5.0 PERSONNEL 5.1. Project Management. Each PARTY shall appoint a Project Manager. The Project Managers shall meet as needed to coordinate, review, and ensure CONSULTANT's performance under this Agreement. CITY's Project Manager will oversee the administration of CONSULTANT's tasks under this Agreement, 5.2. Key Personnel. CONSULTANT's project team shall work under the direction of the key personnel who shall be identified by CONSULTANT and CONSULTANT shall minimize changes to its key personnel. CITY may request key personnel changes, and CiTY may review and approve key personnel changes proposed by CONSULTANT, CITY will not unreasonably withhold approval of key personnel assignments and changes. 5.3. Use of Agents or Assistants. With CITY's prior written approval, CONSULTANT may employ, engage, or retain the services of persons or entities ("Subconsultants") that CONSULTANT may deem proper to aid or assist in the proper performance of CONSULTANT's duties. CITY is an intended beneficiary of all work that the Subconsultants perform for purposes of establishing a duty of care between the Subconsultants and CITY. CONSULTANT is as responsible for the performance of its Subconsultants as it would be if it had rendered the Services itself. All costs of the tasks performed or the expenses incurred by the Subconsultants are chargeable directly to CONSULTANT. Nothing in this Agreement constitutes or creates a contractual relationship between CITY and anyone other than CONSULTANT. 5.4. Independent Contractor. (A) CONSULTANT understands and acknowledges that CONSULTANT is an independent contractor, not an employee, partner, agent, or principal of CITY. This Agreement does not create a partnership,joint venture,association,or employer-employee relationship between the PARTIES. At its own expense,CONSULTANT is responsible for providing compensation; employment benefits; disability, unemployment, and other insurance; workers' compensation; training; permits and licenses; and office space for CONSULTANT and for CONSULTANT's employees and Subconsultants. CONSULTANT has, and shall retain, the right to exercise full control over the employment, direction, compensation, and discharge of all persons whom CONSULTANT uses in performing the Services under this Agreement. CONSULTANT shall provide the Services in CONSULTANT's own manner and method, except as this Agreement specifies. CONSULTANT shall treat a provision in this Agreement that may appear either to give CITY the right to direct CONSULTANT as to the details of doing the work, or to exercise a 4 measure of control over the work, as giving CONSULTANT direction only as to the work's end result. (B) CONSULTANT shall indemnify, defend (including CONSULTANT's providing and paying for legal counsel for CITY), and hold harmless CITY for any obligation;claim;suit;demand for tax or retirement contribution, including any contribution or payment to the Public Employees Retirement System (PERS); social security;salary or wages; overtime, penalty, or interest payment; or workers' compensation payment that CITY may be required to make on behalf of CONSULTANT, an employee of CONSULTANT, or any employee of CONSULTANT construed to be an employee of CITY, for the work done under this Agreement. 5.5. Non-Discrimination in Employment. CONSULTANT shall not discriminate against any employee or person who is subject to this Agreement because of race, color, religion, religious belief, national origin, ancestry, citizenship, age, sex, sexual orientation,marital status, pregnancy,parenthood,medical condition, or physical or mental disability. 5.6. Disability Access Laws. ' CONSULTANT represents and certifies that the work product, studies, reports, designs, drawings, and specifications that CONSULTANT prepares under this Agreement fully conform to all applicable disability access and design laws, regulations, and standards— including, but not limited to, the Americans with Disabilities Act (42 U.S.C. Sections 12101 et seq.) and Title 24 of the California Code of Regulations—when the Scope of Work requires or calls for compliance with those laws, regulations, or standards. 5.7. Prevailing Wage Laws. Services by persons deemed to be employees of CONSULTANT possibly may be subject to prevailing wages under California Labor Code Sections 1770-1781. CONSULTANT's sole responsibility is to comply with those requirements, should they apply. If a dispute based upon the prevailing wage laws occurs, CONSULTANT,at its expense,shall indemnify,defend(including CONSULTANT's providing and paying for legal counsel for CITY), and hold harmless CITY, its officers, agents, employees, and representatives from and against all liability, claims, suits, demands, damages,fines,penalties,wages,costs,or expenses pertaining to the prevailing wage laws. 5.8. Workers' Compensation. CONSULTANT understands and acknowledges that all persons furnishing services to CITY under this Agreement are, for the purpose of workers'compensation liability,employees solely of CONSULTANT and not of CITY. In performing the Services or the work under this Agreement, CONSULTANT is liable for providing workers' compensation benefits to CONSULTANT's employees, or anyone whom CONSULTANT directly or indirectly hires, employs, or uses. CITY is not responsible for any claims at law or in equity caused by CONSULTANT's failure to comply with this Paragraph. 6.0 FACILITIES 5 6.1. CONSULTANT shall provide all facilities necessary to fully perform and complete the Services. If CONSULTANT needs to use a CITY facility,CONSULTANT shall meet and confer with CITY before CONSULTANT begins the work that this Agreement requires, the PARTIES shall agree to any costs chargeable to CONSULTANT, and in an amendment to this Agreement, the PARTIES shall describe the facility's terms of use and its charges. 6.2. CONSULTANT shall pay for any damage to CITY property, facilities, structures,or streets arising out of CONSULTANT's use,occupation,operation,or activities in, upon, under, or over any portion of them. 7.0 PAYMENT 7.1. CITY's payment to CONSULTANT will be based upon CONSULTANT's Fee Schedule, which is attached as"Exhibit B"to this Agreement and is incorporated into it by this reference. Except as itemized in the Fee Schedule, CONSULTANT shall pay for all expenses, including reimbursable or out-of-pocket expenses,that CONSULTANT incurs in performing the Services. The Fee Schedule will remain in effect for the Agreement's Term. 7.2. Fee. CITY shall pay for the Services that CONSULTANT performs in accordance with this Agreement at the hourly rate(s) specified in "Exhibit B,"the TOTAL amount of which is not to exceed nine hundred twenty five thousand dollars and zero cents ($925,000.00). 7.3. If CITY requires additional work not included in this Agreement, CONSULTANT and CITY shall negotiate the additional work,mutually agree on the amount of additional compensation,and memorialize the terms in either a separate written contract or an amendment to this Agreement. 7.4. Maximum Cost. CONSULTANT expressly acknowledges that the total cost to complete all tasks set forth in "Exhibit A" must not exceed nine hundred twenty five thousand dollars and zero cents($925,000.00). ("Maximum Cost"). When CONSULTANT has billed 75%of the Maximum Cost,CONSULTANT shall provide written notice to CITY's Project Manager that CONSULTANT has expended 75%of the Maximum Cost. 7.5. Taxes. CONSULTANT shall pay all applicable (federal, state, county, local, CITY) excise, sales, consumer use, possessory interest, or other similar taxes required by law that are levied upon this Agreement or upon CONSULTANT's services under this Agreement. 7.6. Invoices. CONSULTANT shall submit an original, itemized invoice to CITY for approval,before receiving compensation. CONSULTANT shall submit the invoice at no more than monthly intervals. All invoices must include a summary of total costs, 6 description of the Services performed, a brief itemization of costs associated with each task or phase, and the total phase or project costs to date. 8.0 AUDIT BY CITY 8.1. During this Agreement's Term and for a period of four (4) years after the expiration, cancellation, or termination of this Agreement, or any extension of it, CONSULTANT shall: (A) Keep and maintain,in their original form,all records,books,papers,or documents related to CONSULTANT'S performance of this Agreement; and (B) Permit CITY or its authorized representatives,at all reasonable times,to have access to, examine, audit, excerpt, copy, photocopy, photograph, or transcribe all records, books, papers, or documents related to CONSULTANT's performance of this Agreement including, but not limited to: direct and indirect charges, and detailed documentation,for work CONSULTANT has performed or will perform under this Agreement. 9.0 DATA, RECORDS, PROPRIETARY RIGHTS 9.1. Copies of Data. CONSULTANT shall provide CITY with copies or originals of all data that CONSULTANT generates,uses, collects,or stores in relation to all work associated with this Agreement. Data that CONSULTANT generates, uses, collects, stores, or provides must be in a form acceptable to, and agreed upon by, CITY. 9.2. Ownership and Use. (A) Unless CITY states otherwise in writing,each document--including,but not limited to, each report, draft, record, drawing, or specification (collectively, "work product")— that CONSULTANT prepares, reproduces, or causes its preparation or reproduction for this Agreement is CITY's exclusive property. (B) CONSULTANT acknowledges that its use of the work product is limited to the purposes contemplated by the Scope of Work. CONSULTANT makes no representation of the work product's application to,or suitability for use in,circumstances not contemplated by the Scope of Work. 9.3. Intellectual Property. (A) If CONSULTANT uses or incorporates patented, trademarked, or copyrighted work, ideas, or products— in whole or in part— into CONSULTANT's work product, CONSULTANT represents that: 7 (1) CONSULTANT holds the patent,trademark, or copyright to the work, idea, or product; or (2) CONSULTANT is licensed to use the patented,trademarked,or copyrighted work, idea, or product. (B) Unless CITY states otherwise in writing, all proprietary rights or intellectual property rights, including copyrights, that arise from creation of the work under this Agreement vest in CITY. CONSULTANT waives and relinquishes all claims to proprietary rights and intellectual property rights, including copyrights, in favor of CITY. (C) CONSULTANT shall indemnify, defend (including CONSULTANT's providing and paying for legal counsel for CITY), and hold harmless CITY, its officers, agents, employees, and representatives from and against all liability, claims, suits, demands, damages, royalties,fines,penalties,costs, or expenses arising out of or alleging any infringement or misappropriation of a patent, copyright, trade secret, trade name, trademark, or other intellectual property right or proprietary right. 9.4. Confidentiality. CONSULTANT shall not use any information that it obtains from performing the Services for any purpose other than for fulfillment of CONSULTANT's Scope of Work. Without CITY's prior written authorization, CONSULTANT shall not disclose or publish— or authorize, permit, or allow others to disclose or publish—data, drawings, designs, specifications, reports, or other information relating to the Services or the work that CITY assigns to CONSULTANT or to which CONSULTANT has access. 9.5. Public Records Act. (A) CONSULTANT acknowledges that this Agreement is a public record. This Agreement, its Exhibits, and all documents produced under this Agreement are subject to the California Public Records Act(Government Code Sections 6250 et seq.),including its exemptions. CONSULTANT acknowledges that CITY has no obligation to notify CONSULTANT when a request for records is received. (B) CONSULTANT shall identify in advance all records, or portions of them, that CONSULTANT believes are exempt from production under the Public Records Act. (C) If CONSULTANT claims a privilege against public disclosure or otherwise objects to the records' disclosure, then: (1) CONSULTANT may, when notified by CITY of the request, seek protection from disclosure by timely applying for relief in a court of competent jurisdiction; or 8 (2) CITY may either decline to produce the requested information, ' or redact portions of the documents and produce the redacted records. (D) If CONSULTANT fails to identify one or more protectable documents, in CITY's sole discretion, and without its being in breach of this Agreement or its incurring liability to CONSULTANT,CITY may produce the records—in whole, in part,or redacted— or may decline to produce them. (E) CONSULTANT shall indemnify, defend (including CONSULTANT's providing and paying for legal counsel for CITY),and hold harmless CITY, its officers,agents, employees, and representatives from and against all liability, claims, suits, demands, damages, fines, penalties, costs, or expenses arising out of or alleging CITY's refusal to publicly disclose one or more records that CONSULTANT identifies as protectable,or asserts is protectable. 10.0 CONFLICT OF INTEREST; CAMPAIGN CONTRIBUTIONS 10.1. Conflict of Interest. CONSULTANT represents and certifies that: (A) CONSULTANT's personnel are not currently officers, agents, employees, representatives, or elected officials of CITY; (B) CONSULTANT will not employ or hire a CITY officer,agent,employee, representative, or elected official during this Agreement's Term; (C) CITY's officers,agents,employees,representatives,and elected officials do not, and will not, have any direct or indirect financial interest in this Agreement; and (D) During this Agreement's Term, CONSULTANT will inform CITY about any possible conflict of interest that may arise as a result of any change in circumstances. 10.2. Campaign Contributions. (A) CONSULTANT and its Subconsultants shall fully comply with Glendale Municipal Code Section 1.10.060, which places limitations on CONSULTANT's and its Subconsultants' ability to make campaign contributions to certain elected City officials or candidates for elected City office. Specifically, Section 1.10.060 prohibits: (1) A consultant(including a subconsultant)—who has a contract with the City of Glendale, Glendale Successor Agency, or the Housing Authority of the City of Glendale and that contract is subject to approval by the City Council, Successor Agency, or Housing Authority— from making a contribution to a City Council member, City Clerk, or City Treasurer, when the contract has a total anticipated or actual value of$50,000 or more, or a combination or series of contracts having a value of 9 $50,000 or more; and (2) A City Council member,Successor Agency member, or Housing Authority member from voting on a contract in which a consultant (or a subconsultant) has provided a campaign contribution. (B) CONSULTANT acknowledges that even if the Maximum Cost in Paragraph 7.4 of this Agreement is less than$50,000,CONSULTANT still may be subject to the campaign contribution limitations in Municipal Code Section 1.10.060, when: (1) CONSULTANT and CITY amend the Scope of Services in this Agreement which increases the Maximum Cost to equal or exceed $50,000; or (2) CITY, Glendale Successor Agency, or the Housing Authority awards CONSULTANT another contract which has a total anticipated or actual value of $50,000 or more, or awards CONSULTANT a combination or series of contracts which have a value of$50,000 or more. (C) CONSULTANT represents and certifies that: (1) CONSULTANT has read and fully understands the provisions of Municipal Code Section 1.10.060; (2) CONSULTANT will not: (a) make a prohibited campaign contribution to an individual holding CITY elective office; or(b) otherwise violate Municipal Code Section 1.10.060; and (3) CONSULTANT shall timely complete, return, and update one or more disclosure or reporting forms that CITY provides. 11.0 INSURANCE 11.1. When CONSULTANT signs and delivers this Agreement to CITY, and during this Agreement's Term, CONSULTANT shall furnish CITY with insurance forms that fully meet the requirements of—and contain provisions entirely consistent with—all of the "Insurance Requirements," which are attached as "Exhibit C" to this Agreement and are incorporated into it by this reference. 11.2. This Agreement's insurance provisions: (A) Are separate and independent from the indemnification and defense provisions in Article 12 of the Agreement; and in (B) Do not limit, in any way, the applicability, scope, or obligations of the indemnification and defense provisions in Article 12 of the Agreement. 12.0 INDEMNITY 12.1. To the maximum extent permitted by law— including, but not limited to, California Civil Code Sections 2778 and 2782.8— CONSULTANT, its employees, agents, Subconsultants, and persons whom CONSULTANT employs or hires (individually and collectively,"CONSULTANT INDEMNITOR")shall indemnify,defend,and hold harmless CITY, its officers, agents, employees, and representatives (individually and collectively, "CITY INDEMNITEE") from and against a"liability" [as defined in Subparagraph (A) below], or an "expense" [as defined in Subparagraph (B) below], or both, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of a CONSULTANT INDEMNITOR: (A) "Liability"means claims,suits,actions,causes of action,proceedings, judgments,decrees, awards,settlements, liens, losses,damages, injuries,or liability of any kind, whether the liability is: (1) Actual or alleged; (2) In contract or in tort; or (3) For bodily injury (including accidental death), personal injury, advertising injury, or property damage. (B) "Expense" means fees, costs, sums, penalties, fines, charges, or expenses of any kind, including, but not limited to: (1) Attorney's fees; (2) Costs of an investigation, litigation, arbitration, mediation, administrative or regulatory proceeding, or appeal; (3) Fees of an accountant, expert witness, consultant, or other professional; or (4) Pre or post: judgment interest or settlement interest. 12.2.Under this Article, CONSULTANT INDEMNITOR's defense and indemnification obligations: (A) Apply to a liability, or an expense,or both,that arise out of,pertain to, 11 or relate to the actual or alleged passive negligence of a CITY INDEMNITEE; but (B) Do not apply to a liability, or an expense, or both, that arise out of, pertain to, or relate to the sole active negligence or willful misconduct of a CITY INDEMNITEE. 12.3.To the extent that CONSULTANT INDEMNITOR's insurance policy provides an upfront defense to CITY, CONSULTANT INDEMNITOR's obligation to defend a CITY INDEMNITEE under this Article: (A) Means that CONSULTANT INDEMNITOR shall provide and pay for legal counsel, acceptable to CITY, for the CITY INDEMNITEE; (B) Occurs when a claim, suit, complaint, pleading, or action against a CITY INDEMNITEE arises out of, pertains to, relates to, or asserts the negligence, recklessness, or willful misconduct of CONSULTANT INDEMNITOR; and (C) Arises regardless of whether a claim, suit, complaint, pleading, or action specifically names or identifies CONSULTANT INDEMNITOR. 12.4. Paragraph 12.3 does not limit or extinguish CONSULTANT INDEMNITOR's obligation to reimburse a CITY INDEMNITEE for the costs of defending the CITY INDEMNITEE against a liability, or art expense, or both. A CITY INDEMNITEE's right to recover defense costs and attorney's fees under this Article does not require, and is not contingent upon, the CITY INDEMNITEE's first: (A) Requesting that CONSULTANT INDEMNITOR provide a defense to the CITY INDEMNITEE; or (B) Obtaining CONSULTANT INDEMNITOR's consent to the CITY INDEMNITEE's tender of defense. 12.5.If CONSULTANT subcontracts all or arty portion of the Services under this Agreement,. CONSULTANT shall provide CITY with a written agreement from each Subconsultant,who must indemnify, defend, and hold harmless CITY INDEMNITEE under the terms in this Article. 12.6. CONSULTANT INDEMNITOR's obligation to indemnify, defend, and hold harmless CITY will remain in effect and will be binding upon CONSULTANT INDEMNITOR whether the liability, or the expense, or both,accrues—or is discovered—before or after this Agreement's expiration, cancellation, or termination. 12.7. Except for Paragraph 12.3, this Article's indemnification and defense provisions are separate and Independent from the insurance provisions in Article 11. In addition, the indemnification and defense provisions in this Article: 12 (A) Are neither limited to nor capped at the coverage amounts specified under the insurance provisions in Article 11; and (B) Do not limit, in any way, the applicability, scope, or obligations of the insurance provisions in Article 11. 13.0 DEFAULT, REMEDIES, AND TERMINATION 13.1. Default. Default under this Agreement occurs upon any one or more of the following events: (A) CONSULTANT refuses or fails—whether partially,fully,temporarily,or otherwise--to: (1) Provide or maintain enough properly trained personnel, or licensed personnel, or both, to perform the Services that this Agreement requires; (2) Pay for, obtain, maintain, or renew the insurance policies or coverages that this Agreement requires; (3) Comply with indemnification, defense, or hold harmless provisions that this Agreement requires; or (B) CONSULTANT, or its personnel, or both— whether partially, fully, temporarily, or otherwise: (1) Disregards or violates a law, ordinance, rule, procedure, regulation, directive, or order; (2) Refuses or fails to pay for, obtain, maintain, or renew requisite licenses; (3) Refuses or fails to observe, perform, or fulfill a covenant, condition, obligation, term, or provision of this Agreement; (4) Commits an unlawful, false, fraudulent, dishonest, deceptive, or dangerous act while performing the Services under this Agreement; or (C) CONSULTANT: 13 (1) Or another party for or on behalf of CONSULTANT: institutes proceedings under any bankruptcy, reorganization, receivership or other insolvency;or assigns or transfers assets to its creditors; (2) Delegates— whether in whole, in part, temporarily, or otherwise— its duties or obligations under this Agreement, without notifying CITY, or without CITY's written authorization; (3) Assigns, transfers, pledges, hypothecates, grants, or encumbers— whether in whole, in part, temporarily, or otherwise— this Agreement or any interest in it, without notifying CITY, or without CITY's written authorization; (4) Or one of its partners, directors,officers, or general managers, or a person who exercises managerial authority on CONSULTANT's behalf, is convicted under state or federal law, during this Agreement's Term, of embezzlement, theft, fraud, forgery, bribery, deceptive or unlawful business practices, perjury,falsifying or destroying records or evidence, receiving stolen property, or other offense indicating a lack of business integrity or business honesty; or (D) Any other justifiable cause or reason,as reasonably determined by the City Manager, or a designee. 13.2. Notice of Default. If CITY deems that CONSULTANT is in Default,or that CONSULTANT has failed in any other respect to satisfactorily perform the Services specified in this Agreement,CITY may give written notice to CONSULTANT specifying the Default(s) that CONSULTANT shall remedy within thirty (30) days after receiving the notice. The Notice of Default will set forth one or more bases for any dissatisfaction and may suggest corrective measures, 13.3. Remedies upon Default. Within thirty (30) days after receiving CITY's Notice of Default, if CONSULTANT refuses or fails to remedy the Default(s), or if CONSULTANT does not commence steps to remedy the Default(s)to CITY's reasonable satisfaction, CITY may exercise any one or more of the following remedies: (A) CITY may, in whole or in part and for any length of time, immediately suspend this Agreement until such time as CONSULTANT has corrected the Default; (B) CITY may provide for the Services either through its own forces or from another consultant,and may withhold any money due(or may become owing to)CONSULTANT for a task related to the claimed Default; (C) CITY may withhold all moneys, or a sum of money, due CONSULTANT under this Agreement,which in CITY's sole determination, are sufficient to 14 secure CONSULTANT's performance of its duties and obligations under this Agreement; (D) CITY may immediately terminate the Agreement; (E) CITY may exercise any legal remedy, or equitable remedy, or both, including, but not limited to, filing and action in court: (1) Seeking CONSULTANT's specific performance of all or any part of this Agreement; or (2) Recovering damages for CONSULTANT's Default, breach, or violation of this Agreement; or (F) CITY may pursue any other available, lawful right, remedy, or action. 13.4, Termination for Convenience. Independent of the remedies provided in Paragraph 13.3, CITY may elect to terminate this Agreement at any time upon thirty(30) days'prior written notice. Upon termination,CONSULTANT shall receive compensation only for that work which CONSULTANT had satisfactorily completed to the termination date. CITY shall not pay CONSULTANT for de-mobilization, takedown, disengagement, wind-down, or other costs incurred arising out of this Agreement's termination. 14.0 GENERAL PROVISIONS 14.1. Entire Agreement. This Agreement represents the entire and integrated agreement between the PARTIES. This Agreement supersedes all prior and contemporaneous communications,negotiations,understandings,promises and agreements, either oral or written. Neither CONSULTANT nor CITY has made any promises or representations, other than those contained in this Agreement or those implied by law. The PARTIES may modify this Agreement,or any part of it,by a written amendment with CITY's and CONSULTANT's signature. 14.2. Interpretation. This Agreement is the product of negotiation and compromise by both PARTIES. Every provision in this Agreement must be interpreted as though the PARTIES equally participated in its drafting. Therefore, despite the provisions in California Civil Code Section 1654,if this Agreement's language is uncertain,the Agreement must not be construed against the PARTY causing the uncertainty to exist. In interpreting this Agreement and resolving any ambiguities, this Agreement will take precedence over any cover page or attachments. If a conflict occurs between a provision in this Agreement and a provision in an attachment, the following order of precedence applies, with the terms and conditions in the document higher on the list governing over those lower on the list: (1) The Agreement. (2) Exhibit C. 15 (3) Exhibit A. (4) Exhibit B. 14.3. Headings. All headings or captions in this Agreement are for convenience and reference only. They are not intended to define or limit the scope of any term, condition, or provision. 14,4. Governing Law. California's laws govern this Agreement's construction and interpretation. Unless this Agreement provides otherwise, any reference to laws,ordinances, rules,or regulations include their later amendments,modifications, and successor legislation. 14.5. Waiver of Breach. If a PARTY waives the other PARTY's breach of a term in this Agreement, that waiver is not treated as waiving a later breach of the term and does not prevent the PARTY from later enforcing that term, or any other term. A waiver of a term is valid only if it is in writing and signed by the PARTY waiving it. This Agreement's duties and obligations: (A) Are cumulative (rather than alternative) and are in addition to (rather than a limitation on) any option, right, power, remedy, or privilege; and (B) Are not exhausted by a PARTY's exercise of any one of them. 14.6. Attorney's Fees. If CITY or CONSULTANT brings an action at law or in equity to enforce or interpret one or more provisions of this Agreement,the"prevailing party" is entitled to"reasonable attorney's fees"in addition to any other relief to which the prevailing party may be entitled. A "prevailing party" has the same meaning as that term is defined in California Code of Civil Procedure Section 1032(a)(4). "Reasonable attorney's fees"of the City Attorney's office means the fees regularly charged by private attorneys who: (A) Practice in a law firm located in Los Angeles County; and (B) Have an equivalent number of years of professional experience in the subject matter area of the law for which the City Attorney's services were rendered. 14.7. Further Assurances. Upon CITY's request at any time, CONSULTANT shall promptly: (A) Take further necessary action; and (B) Sign, acknowledge, and deliver all additional documents as may be reasonable, necessary, or appropriate to carry out this Agreement's intent, purpose, and terms. 14.8. Assignment. 16 (A) This Agreement does not give any rights or benefits to anyone, other than to CITY and CONSULTANT. All duties, obligations, and responsibilities under this Agreement are for the sole and exclusive benefit of CITY and CONSULTANT, and are not for the benefit of another person, entity, or organization. Without CITY's prior written authorization, CONSULTANT shall not do any one or more of the following: (1) Assign or transfer a right or interest—whether in whole,in part, temporarily, or otherwise— in this Agreement; or (2) Delegate a duty or obligation owed—whether in whole, in part, temporarily, or otherwise— under this Agreement. (B) Any actual or attempted assignment of rights or delegation of duties by CONSULTANT, without CITY's prior written authorization, is wholly void and totally ineffective for all purposes; and does not postpone, delay, alter, extinguish, or terminate CONSULTANT's duties, obligations, or responsibilities under this Agreement. (C) if CITY consents to an assignment of rights,or a delegation of duties, or both, CONSULTANT's assignee or legal representative shall agree in writing to personally assume,perform, and to be bound unconditionally by the covenants,obligations, terms, and conditions in this Agreement. 14.9.. Successors and Assigns. Subject to the provisions in Paragraph 14.8, this Agreement is binding on the heirs, executors, administrators, successors, and assigns of the respective PARTIES. • 14.10. Time is of the Essence. (A) Except when this Agreement states otherwise,time is of the essence in this Agreement. CONSULTANT acknowledges that this Agreement's time limits and deadlines are reasonable for CONSULTANT's performing the Services under this Agreement. (B) Unless this Agreement specifies otherwise, any reference to "day" or "days"means calendar and not business days. If the last day for giving notice or performing an act under this Agreement falls on a weekend, a legal holiday listed in either Glendale Municipal Code Section 3.08.010 or California's Government Code,or a day when City Hall is closed, the period is extended to and including the next day that CITY is open for business. A reference to the time of day refers to local time for Glendale, California. 14.11. Recycled Paper. CONSULTANT shall endeavor to submit all reports, correspondence, and documents related to this Agreement on recycled paper. 14.12. Notices. 17 (A) The PARTIES shall submit in writing all notices and correspondence that this Agreement requires or permits, and shall deliver the notices and correspondence to the places set forth below. The PARTIES may give notice by: (1) Personal delivery; (2) U.S. mail, first class postage prepaid; (3) "Certified"U.S.mail,postage prepaid,return receipt requested;or (4) Facsimile. (B) All written notices or correspondence sent in the described manner will be presumed"given" to a PARTY on whichever date occurs earliest: (1) The date of personal delivery; • (2) The third (3rd) business day following deposit in the U.S. mail, when sent by"first class" mail;. (3) The date on which the PARTY or its agent either signed the return receipt or refused to accept delivery, as noted on the return receipt or other U.S. Postal Service form, when sent by "certified" mail; or (4) The date of transmission, when sent by facsimile. (C) At any time, by providing written notice to the other PARTY, CITY or CONSULTANT may change the place, or facsimile number, for giving notice. CITY: City of Glendale Dept: Glendale Water and Power 141 N. Glendale Ave., Suite 450 Glendale, CA 9120,6 Attn: Maurice Oillataguerre, Environmental Program Administrator • Tel. No.: (818) 550-4511 Fax. No.: (818) 240-4754 CONSULTANT: SCS Engineers 18 3900 Kilroy Airport Way Long Beach, CA 90806 Attn: Steven Croasdale, Project Manager Tel. No.: (562) 637-4481 Fax. No.: (562) 492-6210 14.13. Survival. This Paragraph and the obligations set forth in Paragraphs 5.4, 5.6, 5.7, 5.8, 7.5, 8.1, 9.1, 9.2, 9.3, 9.4, 9.5, 11.1, 11.2, 12.1, 12.2, 12.3, 12.4, 12.5, 12.6, 12.7, 13.3, 14.5, 14.6, 14.7, 14.8, 14.9, and 14.12 survive this Agreement's expiration, cancellation, or termination. 14.14. Severability. The invalidity, in whole or in part, of any term of this Agreement will not affect this Agreement's remaining terms. 14.15. Counterparts. This Agreement may be executed in counterparts, each of which is an original, but all of which constitutes one and the same document. The PARTIES shall sign a sufficient number of counterparts,so that each PARTY will receive a fully executed original of this Agreement. 14.16. Representations-Authority. The PARTIES represent that: (A) They have read this Agreement, fully understand its contents, and have received a copy of it; (B) Through their duly authorized representative, they are authorized to sign this Agreement, and they are bound by its terms; and (C) They have executed this Agreement on the date opposite their signature. Executed at Glendale, California. CITY OF GLENDALE: By , Date: 7�/ , 2019 (Name).Ya- in K. Beers (Title) City Manager CONSULTANT: 19 By ,f,(CoA,4- r ! Date: Zz- , 2019 (Name)(.;,41 s.? ,d.v (Title) S ?, Pf24511LopmAxr APPROVED AS TO FORM: id City Attorney Dat CITY OF GLEND,AjoBill DATE '.,amrS+ APPROVED AS TO FINANCIAL gv. • ;;;; PROVISION FOR Director of F' ante 979 • 9n EXHIBIT LIST "Exhibit A": Scope of Work "Exhibit B": Fee Schedule "Exhibit C": insurance Requirements 91 EXHIBIT A Scope of Work The following tasks shall be routinely performed by the Consultant: A. Perform AQMD 1150.1 surface emission air monitoring Including grid walking utilizing approved OVA or similar monitoring equipment. Also, perform toxics assessments using City provided SOMA containers for VOC specification. B. Provide groundwater well monitoring and reports per site WDR. C. Develop and maintain ground water QA/QC program and train City monitoring technicians in data management as needed. "As needed, the following tasks can be performed by the Consultant at the request of the City. D. Design, installation and generate as-built specification of landfill gas collection wells including drills and connection to the existing collection system. E. Design and:construction of landfill gas condensate treatment system including air stripping and polymer flocculation—dissolved air floatation oil removal. Upgrading the existing ketone conversion treatment train and troubleshooting when needed, F. Installation of landfill gas boundary probes including design, construction and as built specification. G. Provide ground water monitoring well redevelopment services utilizing generally accepted industry practices. H. Assist with permitting issues as requested including down-tiering, WDR permit, LEA inspection, non-compliance and post closure plans and financing. I. Provide engineering and technical services to assist the City in properly managing the Brand Park Landfill and Scholl Canyon Landfill. J. Attend regulatory enforcement action meetings with city representatives if Notices of Violations are issued by any regulatory agency with jurisdiction over environmental compliance issues at Brand Park Landfill or Scholl Canyon Landfill. K. Troubleshoot inoperable equipment and repair or replace as needed to ensure equipment functions as designed. Exhibit B:Fee Schedule 5 FEE SCHEDULE Our Fee Schedule for each team member that will serve you on the proposed project is provided below. We are highly interested in continuing to serve you on the proposed contract. If you would like us to revisit some aspect of our pricing, we would appreciate the opportunity to work with you to identify a more defined scope and budget that meets your needs. SCS Engineers/SCS Field Services Fee Schedule (Effective March 20, 2019 through June 30, 2020) Rate/Hour Senior Engineering Technician(Weaver) 102 Project Manager II(Croasdale,Schmiesing,Stephens) 190 Senior Project/Technical Manager/Advisor(Huff, Kranz) 250 Regional Manager(Sim) 250 Technical Field Personnel Rate/Hour Technician(Beacham, Burrowes) 85 Laborer 95 Senior Technician (Braun) 100 Superintendent(Gasparac) 108 Foreman 140 Operator 140 Fusion Technician 180 General Terms 1. Scheduled rates are effective through June 30, 2020.Work performed thereafter is subject to a 2 percent inflationary increase per year. 2. Costs for outside consultants and subcontractors,equipment/supplies,and for job-related employee travel and subsistence,are billed at actual cost, plus a 10 percent administrative fee. 3. Charges for SCS field equipment and instruments will be in accordance with SCS's Field Equipment Rental Rates Schedule in effect at the time the work is performed.SCS Trucks will be charged at$18.00/hour. (No administrative mark-up will be applied to charges for company owned vehicles.)Vehicle charges for long-term and/or high-mileage projects may be negotiated on a case-by-case basis. 4. Invoices will be prepared monthly or more frequently for work in progress, unless otherwise agreed. Invoices are due and payable upon receipt. Exhibit B:Fee Schedule 5. For special situations such as expert court testimony and limited consultation, hourly rates will be on an individually negotiated basis. 6. Hourly rates for Principals will be on an individually negotiated basis.Typically,these rates are $300/hour for Vice Presidents and other Principals and$325/hour for Senior Vice Presidents and Senior Executives. 7. On short term or one-time field assignments,services which require less than eight(8) hours, but more than four(4) hours,will be billed at eight(8) hours.A minimum of four(4)hours will be billed for any field related service requested which is not conducted in conjunction with an ongoing, long term project(including call-outs after normal work hours),and will be charged portal-to-portal from SCS offices. 8. For operation,construction,and/or repair work performed on weekends and/or nights(if work exceeds 8 hours in a day),the above rates will be marked up 40 percent. For work performed on Company recognized holidays or beyond 12 hours in a day,the above rates will be marked up 70 percent. Exhibit C: Insurance Requirements INSURANCE REQUIREMENTS PROFESSIONAL SERVICES AGREEMENT "PROFESSIONAL LIABILITY"INSURANCE 1.1 Without limiting CONSULTANT's liability and at its sole expense,CONSULTANT shall obtain,pay for,and maintain a Professional Liability insurance policy. 1.2 The Professional Liability policy must: (A) Include"errors and omissions"coverage or"malpractice"coverage; (B) Afford"practice specific"or"protect specific"coverage; (C) Provide limits of liability in an amount not less than: (1) ONE MILLION DOLLARS($1,000,000)per claim;and (2) TWO MILLION DOLLARS($2,000,000)in the aggregate; (D) Cover a claim or claims arising out of the performance of professional services by: (1) CONSULTANT; (2) CONSULTANT's Subconsultant(s); (3) Anyone whom CONSULTANT or its Subconsultant(s)directly or indirectly employs or uses;or (4) Anyone whose acts CONSULTANT or its Subconsultant(s)may be liable;and (E) Provide coverage for: (1) The duration of this Agreement;and (2) At least three(3)years after the Project's completion: (a) • CONSULTANT shall obtain, pay for, and maintain an endorsement that adds an "extended reporting period" ("ERP") or a "discovery° feature--to allow CITY to report a claim—for a period of not less than three(3)years following the initial policy's expiration, or following CITY's recordation of its"notice of completion"for the Project,whichever date is later. The endorsement for the ERP or discovery feature must provide identical policy limits,and meet the conditions,described in subparagraphs 1.2(A)through(D)above;or (b) CONSULTANT shall obtain, pay for, and maintain successive renewal or replacement policies (with "prior acts" coverage), for a period of three (3) years following the initial policy's expiration, or following CITY's recordation of its "notice of completion" for the Project,whichever date is later. Each policy must have a"retroactive date"that coincides with, or is earlier than, this Agreement's Effective Date. Additionally, each policy must provide identical policy limits, and meet the conditions, described in subparagraphs 1.2(A)through(D) above. 1.3 Ali ERP or discovery endorsements, renewal policies, and replacement coverage policies are subject to CITY's review and approval,in its sole discretion. 1.4 CONSULTANT shall pay the full amount of all deductibles and any self-Insured retention per claim for coverage under the Professional Liability insurance policy. Exhibit C: Insurance Requirements • Exhibit C: Insurance Requirements INSURANCE REQUIREMENTS PROFESSIONAL SERVICES AGREEMENT "WORKERS'COMPENSATION"INSURANCE 1.1 At its own expense,CONSULTANT shall obtain, pay for,and maintain—and shall require each of its Subconsultants to obtain and maintain—for the duration of this Agreement: (A) Complete Workers' Compensation insurance, meeting or exceeding the coverages and amounts that California law requires;and (B) Employer's Liability insurance in an amount not less than: (1) ONE MILLION DOLLARS($1,000,000)per accident for bodily injury or disease; (2) ONE MILLION DOLLARS($1,000,000)per employee for bodily injury or disease;and (3) ONE MILLION DOLLARS($1,000,000)policy limit. 1.2 CONSULTANT shall provide CITY with a "certificate of insurance" on forms satisfactory to the City Attorney or City's Risk Manager, and sinned by the insurance carrier or its authorized representative—which fully meet the requirements of,and contain provisions entirely consistent with,this Agreement's workers'compensation insurance requirements. 1.3 CITY shall not be liable to CONSULTANT's personnel, or anyone CONSULTANT directly or indirectly employs or uses, for a claim at law or in equity arising out of CONSULTANT's failure to comply with this Agreement's workers' compensation insurance requirements. • Exhibit C: Insurance Requirements INSURANCE REQUIREMENTS PROFESSIONAL SERVICES AGREEMENT "COMMERCIAL GENERAL LIABILITY"OR"BUSINESSOWNERS LIABILITY"INSURANCE 1.1 At its own expense,CONSULTANT shall obtain,pay for,and maintain—and shall require each of its Subconsultants to obtain and maintain—a"Commercial General Liability"or a"Businessowners Liability"insurance policy on an occurrence basis to fully protect CONSULTANT and CITY from claims and suits for bodily injury, personal and advertising injury, property damage, and medical payments. The policy must add the City of Glendale and its officers, agents, employees, and representatives (collectively, "CITY AND ITS REPRESENTATIVES")as additional insureds. 1.2 Coverage afforded to CITY AND ITS REPRESENTATIVES must be at least as broad as that afforded to CONSULTANT. If CONSULTANT has higher limits than the limits specified in these insurance requirements,or has additional broader coverage,or has both,the insurer shall make available the higher limits and broader coverage to CITY AND ITS REPRESENTATIVES. The insurance must be written for the limits of liability specified below: (A) ONE MILLION DOLLARS ($1,000,000) per occurrence, or the full.per occurrence limits of the policy— whichever limit Is greater—for bodily injury(including accidental death)to any one person; (B) ONE MILLION DOLLARS ($1,000,00(4 per occurrence, or the full per occurrence limits of the policy- whichever limit is greater—for personal and advertising injury to any one person; (C) ONE MILLION DOLLARS ($1,000,000) per occurrence, or the full per occurrence limits of the policy— whichever limit is greater—for property damage;and (D) TWO MILLION DOLLARS ($2,000,000) general aggregate limit, or the full aggregate limits of the policy— whichever limit is greater. 1,3 The liability insurance must include all major divisions of coverage and must cover: (A)' Premises Operations(including Explosion,Collapse,and Underground("X,C,U"J coverages as applicable); (B) independent Contractors'Protective Liability; (C) Products and Completed Operations(maintain same limits as above until five(5)years after: recordation of the Notice of Completion or final close-out of the Agreement); (D) Personal and Advertising Injury(with Employer's Liability Exclusion deleted); (E) Contractual Liability;and (F) Broad Form Property Damage. 1.4 CONSULTANT shall provide CITY with a"certificate of insurance,"an"additional insured endorsement,"and a subrogation endorsement,"Waiver of Transfer to Rights of Recovery Against Others"—on forms satisfactory to the City Attorney or City's Risk Manager, and sinned by the insurance carrier or its authorized representative—which fully meet the requirements of,and contain provisions entirely consistent with,all of the Insurance Requirements. 4 Exhibit C: Insurance Requirements 1.5 The"certificate of insurance"and an"additional insured endorsement"must state: "The City of Glendale, and its officers,agents,employees,and representatives are included as additional insureds under the policy(s). This insurance is primary to all other insurance of the City. The City's insurance,or sell-insurance,or both, will apply In excess of--and will not contribute with—this insurance. This insurance applies separately to each insured or additional insured who is seeking coverage, or against whom a claim is made or a suit is brought. The issuing company shall mail thirty (30) days advance notice to the City for any policy cancellation, termination, non-renewal, or reduction in coverage.' 5 Exhibit C: Insurance Requirements INSURANCE REQUIREMENTS PROFESSIONAL SERVICES AGREEMENT "BUSINESS AUTOMOBILE"LIABILITY INSURANCE 1.1 At its own expense,CONSULTANT shall obtain,pay for,and maintain—and shall require each of its Subconsultants to obtain and maintain—a"Business Automobile" insurance policy on an occurrence basis to fully protect CONSULTANT and CITY from claims and suits for bodily injury, property damage, and medical payments. The policy must add the City of Glendale and its officers,agents,employees,and representatives as additional insureds. 1.2 The insurance must not be written for less than the limits of liability specified below or required by law, whichever coverage amount is greater; (A) ONE MILLION DOLLARS ($1,000,000)per occurrence for bodily Injury(including accidental death)to any one person;and (B) ONE MILLION DOLLARS($1,000.0001 per occurrence for property damage;or (C) TWO MILLION DOLLARS($2,000,000)combined single limit("CSL"). 1.3 The liability insurance must include all major divisions of coverage and must cover all vehicles,whether rented,leased, hired,scheduled,owned or non-owned. 1.4 CONSULTANT shall provide CiTY with a"certificate of Insurance"and an"additional insured endorsement'—on forms satisfactory to the City Attorney or City's Risk Manager, and signed by the insurance carrier or its authorized representative— which fully meet the requirements of,and contain provisions entirely consistent with,all of the Insurance Requirements. 1.5 The"certificate of insurance"and an"additional insured endorsement"must state: "The City of Glendale, and its officers, agents,employees, and representatives are included as additional insureds under the policy(s). This insurance is primary to all other insurance of the City. The City's insurance,or self-insurance,or both, will apply in excess of—and will not contribute with—this insurance. This insurance applies separately to each insured or additional Insured who is seeking coverage, or against whom a claim is made.or a suit is brought. The Issuing company shall mail thirty (30)days advance notice to the City for any policy cancellation, termination, non-renewal, or reduction in coverage." 6 Exhibit C: Insurance Requirements INSURANCE REQUIREMENTS PROFESSIONAL SERVICES AGREEMENT GENERAL REQUIREMENTS 1.1 At all times,the insurance company issuing the policy must meet all three of these requirements: (A) It must be "admitted" insurer by the State of California Department of Insurance or must be listed on the California Department of Insurance's"List of Approved Surplus Line Insurers"("LASLI"); (B) It must be domiciled within,and organized under the laws of,a State of the United States;and (C) It must carry a minimum A.M.Best Company Financial Strength Rating of"A:VII,"or better, 1.2 If the Agreement requires any of the foregoing insurance coverages to remain in force after the Final Payment,and if they are reasonably available, CONSULTANT shall submit to CITY— with the final Application for Payment ail certificates and additional insured endorsements evidencing the coverages'continuation. 1.3 A deductible or self-insured retention is subject to CITY's review and approval, in its sole discretion. The insurance company or its authorized representative must state either on the insurance certificate or in a separate correspondence: (A) The amount of the deductible,or self-insured retention,or both; (B) Whether a limit of insurance has been lowered by any pending or paid claim;and (C) The current limit amount,as lowered by the pending or paid claim. 1.4 Despite any conflicting or contrary provision in CONSULTANT's insurance policy: (A) If CONSULTANT's insurance company adds CITY,and its officers,agents, employees,and representatives (collectively,"its representatives")as additional insureds,then for all acts,errors,or omissions of CITY,or its representatives,or both,that Insurer shall: (1) Pay those sums that CITY, or its representatives, or both, become legally obligated to pay as damages;and (2) Defend-and pay the costs of defending—CITY,or.Its representatives,or both; (B) CONSULTANT's insurance is primary; (C) Other insurance (whether primary, excess, contingent or self-insurance, or any other basis) available to CITY,or its representatives,or both,Is excess over CONSULTANT's Insurance; (D) CITY's insurance,or self-insurance,or both,will not contribute with CONSULTANT's insurance policy; (E) . CONSULTANT and CONSULTANT's Insurance company waive— and shall not exercise--- any right of recovery or subrogation that CONSULTANT or the insurer may have against CITY,or its representatives,or both; (F) CONSULTANT's insurance policy applies separately to each insured or additional insured who is seeking coverage, or against whom a claim is made or suit is brought,except that the naming of multiple insureds will not increase an insurance company's limits of liability; (G) CONSULTANT'S insurance policy applies to a claim or suit brought by an additional insured against a Named Insured or other insured,arising out of bodily injury,personal injury,advertising injury,or property damage;and 7 Exhibit C: Insurance Requirements (H) CITY is not liable for a premium payment or another expense under CONSULTANT's policy. 1.5 At any time during the duration of this Agreement,CiTY may do any one or more of the following: (A) Review this Agreement's insurance coverage requirements;or (B) Require that CONSULTANT: (1) Obtain,pay for,and maintain more or less insurance depending on CITY's assessment of any one or more of the following factors: (a) CITY's risk of liability or exposure arising out of, or in any way connected with, the services of CONSULTANT under this Agreement; (b) The nature or number of accidents, claims, or lawsuits arising out of, or in any way connected with,the services of CONSULTANT under this Agreement;or (c) The availability,or affordability,or both,of Increased liability insurance coverage; (2) Reduce or eliminate a deductible or self-insured retention as it applies to CITY;or (3) Obtain, pay for, and maintain a bond (as a replacement for an insurance coverage) from a California corporate surety,guaranteeing payment to CITY for liability, or costs, or both, that CITY incurs during CITY's investigation, administration,or defense of a claim or a suit arising out of this Agreement. 1.6 CONSULTANT shall maintain the insurance policy without interruption,from the Project's commencement date to the Final Payment date,or until a date that CITY specifies for any coverage that CONSULTANT must maintain after the Final Payment. 1.7 CONSULTANT's insurance company or self-insurance administrator shall mail CITY written notice at least thirty(30) days in advance of the policy's or the self-insurance program's cancellation,termination,non-renewal,or reduction in coverage. 1.8 CONSULTANT shall not allow any insurance to expire, cancel, terminate, lapse, or non-renew. Twenty-one (21) days before its insurance policy's expiration,cancellation,termination,or non-renewal,CONSULTANT shall deliver to CITY evidence of the required coverage as proof that CONSULTANT's insurance policy has been renewed or replaced with another insurance policy which,during the duration of this Agreement,meets all of this Agreement's insurance requirements. 1.9 At any time,upon CITY's request,CONSULTANT shall furnish satisfactory proof of each type of insurance coverage required— including a certified copy of the insurance policy or policies; certificates, endorsements, renewals, or replacements; and documents comprising CONSULTANT's self-insurance program—all in a form and content acceptable to the City Attorney or City's Risk Manager. 1.10 If CONSULTANT hires, employs, or uses a Subconsultant to perform work, services, operations, or activities on CONSULTANT's behalf,CONSULTANT shall ensure that the Subconsultant: (A) Meets,and fully complies with,this Agreement's insurance requirements; (B) Delivers to CITY—for its review,or approval,or both—all insurance policies,certificates,and endorsements that this Agreement requires;and (C) Furnishes CITY, at any time upon its request,with a complete copy of the Subconsuilant's insurance policy or policies for CITY's review,or approval,or both. 1.11 CONSULTANT's failure to comply with an insurance provision in this Agreement constitutes a breach upon which CiTY may immediately terminate or suspend CONSULTANT's performance of this Agreement, or invoke another remedy that this 8 Exhibit C: Insurance Requirements Agreement or the law allows. Al its discretion,CITY may obtain or renew the insurance,and CiTY may pay all or part of the premiums. Upon demand, CONSULTANT shall repay CITY for all sums or monies that CITY paid to obtain, renew, or reinstate the insurance,or CITY may offset the cost of the premium against any sums or monies that CITY may owe CONSULTANT. INSURANCE REQUIREMENTS PROFESSIONAL SERVICES AGREEMENT CONSULTANT'S SUBMITTAL OF CERTIFICATES AND ENDORSEMENTS 1.1 CONSULTANT shall have its insurance carrier(s) or self-insurance administrator(s) complete and execute the following insurance documents, unless an exception below applies. When CONSULTANT signs and delivers the Agreement to CITY, CONSULTANT also shall deliver: (A) A"certificate of insurance"for each required liability insurance coverage; (B) An Additional Insured Endorsement, unless this Agreement does not require CONSULTANT to obtain and maintain Commercial General Liability coverage, Businessowners Liability coverage, or Automobile Liability coverage; (C) A subrogation endorsement,"Waiver of Transfer to Ri,hts of Recovery Against Others,"for Commercial General Liability coverage or Businessowners Liability coverage; (0) A"certificate of insurance"for Workers'Compensation insurance;or if CONSULTANT is self-insured for workers'compensation, a copy of the"Certificate of Consent to Self- insure"from the State of California;or If CONSULTANT is lawfully exempt from workers'compensation laws,an"Affirmation of Exemption from Labor Code§3700"form;and (E) A complete copy of CONSULTANT'S Professional Liability insurance policy, including all forms and endorsements attached to it. 1.2 CITY will neither sign this Agreement nor issue a"Notice to Proceed"until the City Attorney or City's Risk Manager has reviewed and approved the insurance documents. CITY's decision as to the acceptability of all insurance documents is final. Unless CONSULTANT obtains CITY's written approval, CITY will not permit or allow a substitution of an insurance policy,or a change in a certificate's or an endorsement's form and content,or both. INSURANCE OBLIGATION IS SEPARATE FROM INDEMNITY OBLIGATION • 2.1 This Agreement's insurance provisions: (A) Are separate and independent from the indemnification and defense provisions in Article 12 of the Agreement; and (B) Do not limit,in any way,the applicability,scope,or obligations of the indemnificationand defense provisions in Article 12 of the Agreement. • • S C S ENGINEERS Environmental Consulting & Contracting OM&M- FEE SCHEDULE (Effective May 1,2021 through April 30,2022) Technical Field Personnel Rate ($)/Hour Laborer 62 Fusion Technician 80 Technician • 80 • Systems Specialist 80 • Equipment Operator 92 Foreman 97 • Plant Operator 98 Senior Technician 110 • Superintendent 118 Mechanic 118 • Senior.Superintendent 144 Controls Specialist/Network Engineer/Drone Pilot 165 Network Engineer II 170 Management/Support Personnel Rate ($)/Hour Secretarial 58 • Project Administrator 75 Field Data Analyst 85 Senior Field Data Analyst 115 Senior Project Administrator 90 Administrative Coordinator 110 Designer/Drafter 113 -Project Coordinator/Accountant • 122 Field Project Coordinator 139 Project Professional/H&S Specialist 150 Regional Field Compliance Auditor 172 Controls&Instrument Engineer 175 Product Development Manager 185 • System Integrator/Product-ManagerBusiness Manager 190 Project Manager/H&S/National Compliance Manager 215 Senior Project Professional 216 Developer • 225 RMC Business.Manager 225 Sr. ProjectManager • 240 National RMC Director 240 Sr.Project Advisor 245 Regional Manager/Project Director 275 • 3900 Kilroy Airport Way,Suite 100 Long Beach, CA•90806 I 562-426-9455 I eFax 562-492-9292 0 1 SCS Field Services Fee Schedule May 1, 2021 through April 30,2022 Page 2 • General Terms 1. Labor rates are in effect until April 30, 2022. Any work performed after that date is subject to a new Standard Fee Schedule. 2. The above rates include salary, overhead,and profit. Other direct charges,such as subcontractors, construction equipment;materials,air travel,freight,auto rental, permits, fees,taxes,tolls,and other costs incurred for the project,will be billed at cost plus 15 percent. The cost of equipment owned by SCS Field Services will not be subject to administrative mark- up. Automobile mileage cost is$0.57 per mile and is subject to change per Federal IRS laws. Trucks will be charged at$18.00/hour. (No administrative mark-up will be applied to charges for company owned vehicles.) 3. Invoices will be prepared monthly for work in progress, unless otherwise agreed. Invoices are due and payable upon receipt. Any invoices not paid within 30 days of receipt are subject to a service charge of 1.5 percent per month on the unpaid balance. 4. Payment of SCS Field Services invoices for services performed will not be contingent upon the client's receipt of payment from other parties. The client agrees to pay legal costs, including attorney's fees, incurred by SCS Field Services in collecting any amounts past due and owing on the client's accounts. 5. Rates for Principals may be negotiated on a project-specific basis. For special situations,such as expert testimony or international assignments, hourly rates will be on an individually negotiated basis. 6. On short term or one-time assignments,services which require less than eight(8) hours, but more than four(4) hours,will be billed at eight(8) hours. A minimum of four(4) hours will be billed for any service requested which is not conducted in conjunction with an ongoing, long term project(including call-outs after normal work hours),and will be charged portal-to-portal from SCS Field Services offices. 7. For operation, construction,and/or repair work performed on weekends and/or nights(if work exceeds 8 hours in a day),the above rates will be marked up 40 percent. For work performed on Company recognized holidays or beyond 12 hours in a day;the above rates will be marked up 70 percent. 8. These rates are based on non-union, non-prevailing wage scales. 9. For long-term on-site project assignments, rates may be discounted on an individually negotiated basis. Long-term on-site personnel are permitted to return home every four(4) weeks. Travel expense shall be invoiced to the client at cost plus 15 percent. 10. For projects that are not local to an SCS Field Services office,thereby requiring crew mobilizations, lodging costs and a $45 per person per diem cost will be charged. Lodging and per diem costs will be marked up 15 percent. SCS Field Services Fee Schedule May 1,2021 through April 30,2022 Page 3 11. For projects that require crews to mobilize from a local office and stay in a hotel local to a project site to efficiently perform client requested work, a$45 per day per person per diem cost will be charged to the project as well as a nightly hotel cost. Hotel costs typically range from$75 to$125 per night. SCS Field Services will make every effort to find the most cost efficient hotels. In some high expense locations, hotel rates may be above$125 per night. Hotel and per diem expense will be marked up 15 percent. 12. Costs for equipment and analysis will be billed in accordance with the rates contained on SCS Field Services Standard Fee Schedule for Equipment and Analysis.