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HomeMy WebLinkAbout2016-024 Pavement Engineering, Inc. F-14 CITY OF ATASCADERO 1 I1 - r it S f 1979. CONTRACT FOR PROFESSIONAL SERVICES WITH PAVEMENT ENGINEERING, INC. FOR PAVEMENT REHABILITATION DESIGN 2016/2017 MEASURE F-14 PAVEMENT REHABILITATION CITY PROJECT NO. C2016R06 - t 7 r,I ifl g 7 _ � l PROFESSIONAL SERVICES CONTRACT THIS CONTRACT is made and entered into between City of Atascadero, a Municipal Corporation ("City") and Pavement Engineering, Inc. ("Consultant"). City and Consultant agree as follows: 1. SCOPE AND STANDARDS: A. PROJECT. City's Project, of which Consultant's services under this Contract are a part, is generally identified as follows ("Project"): 201612017 Measure F-14 Pavement Rehabilitation, Pavement Rehabilitation Design City Project No. C2016R06 B. SCOPE OF SERVICES. Consultant's services under this Contract are generally identified as Professional Engineering Services for Project involving project initiation; surveying; environmental; analysis and engineering; plans, specifications, and estimates (PS&E); bid assistance, and project management. A detailed scope of services is attached to and made part of this Contract as Exhibit A. Consultant shall provide, or cause to be provided, the services set forth in this Contract. C. INTENDED USE OF CONSULTANT'S PRODUCTS AND MATERIALS. Consultant's services and deliverables are intended to be used by City for permitting, soliciting competitive public bids for, and construction of the Project. Consultant's products and materials will be subject to City's records management standards. D. CONTRACT. This Contract and its exhibits shall be known as the "Contract Documents." Terms set forth in any Contract Document shall be deemed to be incorporated in all Contract Documents as if set forth in full therein. 2. EMPLOYMENT STATUS OF PERSONNEL: A. INDEPENDENT CONTRACTOR; EMPLOYEES OF CONSULTANT. Consultant enters into this Contract as, and shall at all times remain as to the City, an independent contractor and not as an employee of the City. Nothing in this Contract shall be construed to be inconsistent with this relationship or status. Any persons employed by Consultant for the performance of services pursuant to this Contract shall remain employees of Consultant, shall at all times be under the direction and control of Consultant, and shall not be considered employees of City. All persons employed by Consultant to perform services pursuant to this Contract shall be entitled solely to the right and privileges afforded to Consultant employees and shall not be entitled, as a result of providing services hereunder, to any additional rights or privileges that may be afforded to City employees. 1 6 City of Atascadero ° T Pavement Engineering, Inc. � � B. INDEPENDENT INVESTIGATION. The Consultant agrees and hereby represents it has satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Contract is based on such independent investigation and research. C. COMPLIANCE WITH EMPLOYMENT LAWS. The Consultant shall keep itself fully informed of, shall observe and comply with, and shall cause any and all persons, firms or corporations employed by it or under its control to observe and comply with, applicable federal, state, county and municipal laws, ordinances, regulations, orders and decrees which in any manner affect those engaged or employed on the work described by this Contract or the materials used or which in any way affect the conduct of the work. D. UNLAWFUL DISCRIMINATION PROHIBITED. Consultant shall not engage in unlawful employment discrimination. Such unlawful employment discrimination includes, but is not limited to, employment discrimination based upon a person's race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, gender, citizenship or sexual orientation. 3. TiME OF PERFORMANCE: The services of Consultant are to commence upon execution of this Contract by City, and shall be undertaken and completed in a prompt and timely manner, in accordance with the Scope of Services. Except as provided in Sections 6 and 19 below, this Contract shall terminate no later than December 31, 2017, unless extended by the mutual agreement of both parties. 4. COMPENSATION: A. TERMS. Compensation and method of payment to the Consultant shall be as set forth in Exhibit B which is attached and made part of this Contract. B. PAYMENT PROCEDURES. Consultant shall prepare invoices in accordance with its standard invoicing practices and submit the invoices to City on a monthly basis. City-approved invoices are due and payable within 30 days of receipt and approval. C. NO PAY FOR ADDITIONAL SERVICES WITHOUT WRITING. Consultant shall not be compensated for any services rendered in connection with its performance of this Contract, which are in addition to those set forth herein or listed in Exhibit A, unless such additional services are authorized in advance and in writing by the City Manager or the City Manager's designee (hereinafter "City Manager" shall include the City Manager's designee). Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City .and Consultant at the time City's express written authorization signed by the City Manager is given to Consultant for the performance of said services. 2 City of Atascadero . Pavement Engineering, Inc. 5. SUPERVISON, LABOR AGREEMENTS AND PERSONNEL: A. CONSULTANT SUPERVISES PERSONNEL. The Consultant shall have the responsibility for supervising the services provided under this Contract, hiring of personnel, establishing standards of performance, assignment of personnel, determining and affecting discipline, determining required training, maintaining personnel files, and other matters relating to the performance of services and control of personnel. The City Manager may use any reasonable means to monitor performance and the Consultant shall comply with the City Manager's request to monitor performance. B. PERFORMANCE NOT SUBJECT TO EMPLOYMENT AGREEMENTS. The City acknowledges that the Consultant may be obligated to comply with bargaining agreements and/or other agreements with employees and that the Consultant is legally obligated to comply with these Contracts. It is expressly the intent of the parties and it is agreed by the parties that the Consultant's performance shall not in any manner be subject to any bargaining agreement(s) or any other agreement(s) the Consultant may have covering and/or with is employees. C. APPROVAL OF STAFF MEMBERS. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff assigned to perform the services required under this Contract. Consultant shall notify City of any changes in Consultant's staff to be assigned to perform the services required under this Contract and shall obtain the approval of the City Manager of a list of all proposed staff members who are to be assigned to perform services under this Contract prior to any such performance. 6. TERMINATION: A. 30 DAYS NOTICE. The City, upon thirty (30) days written notice, may terminate this Contract, without cause, at any time. In the event of such termination, Consultant shall be compensated for non-disputed fees under the terms of this Contract up to the date of termination. B. OBLIGATIONS SURVIVE TERMINATION. Notwithstanding any termination of this Contract, Consultant shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of this Contract by Consultant, and the City may withhold any payments due to Consultant until such time as the exact amount of damages, if any, due the City from Consultant is determined. All of the indemnification, defense and hold harmless obligations in this Contract shall survive termination. 7. CHANGES: The City or Consultant may, from time to time, request changes in the scope of the services of Consultant to be performed hereunder. Such changes, including any increase or decrease in the amount of Consultant's compensation and/or changes in the schedule must be authorized in advance by both Parties in writing. Mutually agreed changes shall be incorporated in written amendments to this Contract. Any increase in the amount of Consultant's compensation and/or changes in Exhibit A and or Exhibit B must be authorized in advance by the City Manager. 3 City of Atascadero `` Pavement Engineering, Inc. Z 8. PROPERTY OF CITY: A. MATERIALS PREPARED EXCLUSIVE PROPERTY OF CITY. It is mutually agreed that a[] materials prepared by the Consultant under this Contract are upon creation and shall be at all times the exclusive property of the City, and the Consultant shall have no property right therein whatsoever. City agrees that Consultant shall bear no responsibility for any reuse of the materials prepared by the Consultant if used for purposes other than those expressly set forth in the Intended Use of Consultant's Products and Materials section of this Contract. Consultant shall not disseminate any information or reports gathered or created pursuant to this Contract without the prior written approval of City including without limitation information or reports required by government agencies to enable Consultant to perform its duties under this Contract and as may be required under the California Public Records Act excepting therefrom as may be provided by court order. Consultant will'be allowed to retain copies of all deliverables. B. CONSULTANT TO DELIVER CITY PROPERTY. Immediately upon termination, or upon the request by the City, the City shall be entitled to, and the Consultant shall deliver to the City, all data, drawings, specifications, reports, estimates, summaries and other such materials and property of the City as may have been prepared or accumulated to date by the Consultant in performing this Contract. Consultant will be allowed to retain copies of a[] deliverables to the City. 9. CONFLICTS OF INTEREST: A. CONSULTANT covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Contract. Consultant further covenants that in the performance of this Contract, Consultant shall take reasonable care to ensure that no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Contract. Consultant agrees to include language similar to this Section 9(A) in all contracts with subcontractors and agents for the work contemplated herein. 10. CONFIDENTIAL INFORMATION: A. ALL INFORMATION KEPT IN CONFIDENCE. All materials prepared or assembled by Consultant pursuant to performance of this Contract are confidential and Consultant agrees that they shall not be made available to any individual or organization without the prior written approval of the City, except by court order. B. REIMBURSEMENT FOR UNAUTHORIZED RELEASE. if Consultant or any of its officers, employees, or subcontractors does voluntarily provide information in violation of this Contract, the City has the right to reimbursement and indemnity from party releasing such information for any damages caused by the releasing party's, including the non-releasing party's attorney's fees and disbursements, including without limitation expert's fees and disbursements. 4 City of Atascadero Pavement Engineering, Inc. 4.�4nw L, C. COOPERATION. City and Consultant shall promptly notify the other party should Consultant or City, its officers, employees, agents, or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Contract and the work performed thereunder or with respect to any project or property located within the City. City and Consultant each retains the right, but has no obligation, to represent the other party and/or be present at any deposition, hearing or similar proceeding. Consultant and City agree to cooperate fully with the other party and to provide the other party with the opportunity to review any response to discovery requests provided by Consultant or City. However, City and Consultant's right to review any such response does not imply or mean the right by the other party to control, direct, or rewrite said response. 11. PROVISION OF LABOR, EQUIPMENT AND SUPPLIES: A. CONSULTANT PROPERTY. Consultant shall furnish all necessary labor, supervision, equipment, communications facilities, and supplies necessary to perform the services required by this Contract. City acknowledges that all equipment and other tangible assets used by Consultant in providing these services are the property of Consultant and shall remain the property of Consultant upon termination of this Contract. B. SPECIAL SUPPLIES. City shall be responsible for supplying any special supplies, stationary, notices, forms or similar items that it requires to be issued with a City logo. All such items shall be approved by the City Manager and shall be provided at City's sole cost and expense. 12. COMPLIANCE WITH LAW: A. COMPLIANCE REQUIRED. Consultant shall keep itself informed of applicable local, state, and federal laws and regulations which may affect those employed by it or in any way affect the performance of its services pursuant to this Contract. Consultant shall observe and comply with all applicable laws, ordinances, regulations and codes of federal, state and local governments, and shall commit no trespass on any public or private property in performing any of the work authorized by this Contract. The City, its officials, officers, elected officials, appointed officials and employees shall not be liable at law or in equity as a result of any failure of consultant to comply with this section. B. PREVAILING WAGES. In the event it is determined that the Consultant is required to pay prevailing wages for the work performed under this Agreement, the Consultant shall pay all penalties and wages as required by applicable law. 13. SUBCONTRACTING: None of the services covered by this Contract shall be subcontracted without the prior written consent of the City Manager, except as indicated in Scope of Work (Exhibit A). Consultant shall be as fully responsible to the City for the negligent acts and omissions of its contractors and subcontractors, and of persons either directly or indirectly employed by them, as it is for the negligent acts and omissions of persons directly employed by Consultant. 5 City of Atascadero ' Pavement Engineering, Inc. ', '''" 14. ASSIGNABILITY: Consultant shall not assign or transfer any interest in this Contract whether by assignment or notation. However, claims for money due or to become due Consultant from the City under this Contract may be assigned to a financial institution, but only with prior written consent of the City Manager. Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the City. The rights and benefits under this agreement are for the sole and exclusive benefit of the City and this Contract shall not be construed that any third party has an interest in the Contract. 95. LIABILITY OF CONSULTANT: Consultant shall be responsible for performing the work under this Contract in a manner which is consistent with the generally accepted standards of Consultant's profession and shall be liable for its own negligence and the negligent acts of its employees, agents, contractors and subcontractors. The City shall have no right of control over the manner in which the work is to be done but only as to its outcome, and shall not be charged with the responsibility of preventing risk to Consultant or its employees, agents, contractors or subcontractors. 16. INDEMNIFICATION: A. INDEMNIFICATION FOR PROFESSIONAL LIABILITY. When the law establishes a professional standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all losses, liabilities, damages, costs and expenses, including attorney's fees and costs to the extent same are caused in whole or in part by any negligence or negligent act, error or omission of Consultant, willful misconduct, or recklessness of its officers, agents, employees or subconsultants (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this agreement. With respect to the design of public improvements, the Consultant shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit D without the written consent of the Consultant. B. INDEMNIFICATION FOR OTHER THAN PROFESSIONAL LIABILITY. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorney's fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of or are a consequence of the sole negligence of the Consultant or by any individual or entity for which consultant is legally liable, including but not limited to officers, agents, employees or subconsultants of Consultant. 6 City of Atascadero �;. Pavement Engineering, Inc. C. GENERAL INDEMNIFICATION PROVISIONS. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section for each and every subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this agreement. In the event consultant fails to obtain such indemnity obligations from others as required here, Consultant agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth here is binding on the successor, assigns or heirs of Consultant and shall survive the termination of this agreement or this section. D. INDEMNITY PROVISIONS FOR CONTRACTS RELATED TO CONSTRUCTION. Without affecting the rights of City under any provision of this agreement, Consultant shall not be required to indemnify, hold harmless and defend the City of liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City's active negligence accounts for only a percentage of the liability involved, the obligation of consultant will be for that entire portion or percentage of liability not attributable to the active negligence of City. 17. INSURANCE: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit E attached to and part of this agreement. 18. RECORDS: Consultant shall maintain complete and accurate records with respect to labor costs, material expenses, parcels abated or serviced and other such information required by City that relates to the performance of services under this Contract. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible and in a form mutually acceptable to the City and Consultant. Consultant shall provide free access to the representatives of City or its designees, at reasonable times, to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts therefrom as necessary, and shall allow inspection of all work, data, documents, proceedings, and activities related to this Contract. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. 19. MISCELLANEOUS PROVISIONS: A. ASSIGNMENT OR SUBSTITUTION. City has a NONDISCRIMINATION I NONPREFERENTIAL TREATMENT STATEMENT In performing this Contract, the parties shall not discriminate or grant preferential treatment on the basis of race, sex, color, age, religion, sexual orientation, disability, ethnicity, or national origin, and shall comply to the fullest extent allowed by law, with all applicable local, state, and federal laws relating to nondiscrimination. 7 City of Atascadero °rte . Pavement Engineering, Inc. —k,-. rnneno B. UNAUTHORIZED ALIENS. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. & 1101 et seq.), as amended; and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this contract, and should the Federal Government impose sanctions against the City for such use of unauthorized aliens, Consultant hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorneys' fees, incurred by the City in connection therewith. C. GOVERNING LAW. The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Contract and also govern the interpretation of this Contract. Any litigation concerning this Contract shall take place in the San Luis Obispo Superior Court, federal diversity jurisdiction being expressly waived. D. City has an interest in the qualifications of and capability of the persons and entities that will fulfill the duties and obligations imposed upon Consultant by this Contract. In recognition of that interest, neither any complete nor partial assignment of this Contract, may be made by Consultant nor changed, substituted for, deleted, or added to without the prior written consent of City which consent shall not be unreasonably withheld. Any attempted assignment or substitution shall be ineffective, null, and void, and constitute a material breach of this Contract entitling City to any and all remedies at law or in equity, including summary termination of this Contract. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Contract. E. ENTIRE CONTRACT. This Contract constitutes the entire Contract and understanding between the parties relative to the services specified herein and there are no understandings, agreements, conditions, representations, warranties or promises, with respect to this Contract, except those contained in or referred to in this Contract and this Contract supersedes all prior understandings, agreements, courses of conduct, prior dealings among the parties and documentation of any kind without limitation. F. AMENDMENTS. This Contract may be modified or amended, or any of its provisions waived, only by a subsequent written agreement executed by each of the parties. The parties agree that this requirement for written modifications cannot be waived and any attempted waiver shall be void. G. CONSTRUCTION AND INTERPRETATION. Consultant and City agree and acknowledge that the provisions of this Contract have been arrived at through negotiation and that each party has had a full and fair opportunity revise the provisions of this Contract and to have such provisions reviewed by legal counsel. Therefore, any ambiguities in construing or interpreting this Contract shall not be resolved against the drafting party. The titles of the various sections are merely informational and shall not be construed as a substantive portion of this Contract. 8 City of Atascadero Pavement Engineering, Inc. `J . H. WAIVER. The waiver at any time by any party of any of its rights with respect to a default or other matter arising in connection with this Contract shall not be deemed a wavier with respect to any subsequent default or other matter. I. SEVERABILITY. The invalidity, illegality or unenforceability, of any provision of this Contract shall not render the other provisions invalid, illegal or unenforceable. J. NOTICES. All invoices, payments, notices, demands, requests, comments, or approvals that are required to be given by one party to the other under this Contract shall be in writing and shall be deemed to have been given if delivered personally or enclosed in a properly addressed envelope and deposited in a United States Post Office for delivery by registered or certified mail addressed to the parties (deemed to have been received three (3) business days after deposit in the U.S. Mail) at the following addresses: City: City of Atascadero Director of Public Works 6500 Palma Avenue Atascadero, CA 93422 Consultant: Pavement Engineering, Inc. 3485 Sacramento Dr., Ste. A San Luis Obispo, CA 93401 Each party may change the address at which it gives notice by giving ten (10) days advance, written notice to the other party. K. AUTHORITY TO EXECUTE. The person or persons executing this Contract on behalf of Consultant warrant and represent that they have the authority to execute this Contract on behalf of their agency and further warrant and represent that they have the authority to bind Consultant to the performance of its obligations hereunder. Effective this 26th day of October, 2016 by the parties as follows, Approved as to form: Pavement Engineeri , Inc. By: Counsel for Consultant (If applicable) Josep ie, P.E., Principal Engineer Approved as to form: City of Atascadero N/ 1p '-z- 0By: '$y: 1 G� Brian Pierik, City Attorney Rachelle Rickard, City Manager 9 City of Atascadero _ • • �" Pavement Engineering, Inc. '' CERTIFICATE OF COMPLIANCE WITH LABOR CODE § 3700 1 am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I have complied or will comply with such provisions before commencing the performance of the work of this contract. (Cal. Labor C. §§1860, 1861.) CONSULTANT Joseph L. ine, P.E., Principal Engineer Pavement Engineering, Inc. 10 City of Atascadero Pavement Engineering, Inc. ' CONTRACTOR ACKNOWLEDGEMENT OF LABOR CODE REQUIREMENTS Contractor acknowledges that under California labor code sections 1810 and following, 8 hours of labor constitutes a legal day's work. Contractor will forfeit as a penalty to city the sum of$25.00 for each worker employed in the execution of this contract by contractor or any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of labor code section 1810. (labor code § 1813.) Copies of the determination of the director of the department of industrial relations of the prevailing rate of per diem wages for each craft, classification or type of worker needed to execute this contract will be on file in, and available at, the office of the director at 6500 Palma Avenue, Atascadero, CA. Wage determinations are also available online at www.dir.ca.gov/dlsr/pwd/southern.html. Contractor shall post at the work site, or if there is no regular work site then at its principal office, for the duration of the contract, a copy of the determination by the director of the department of industrial relations of the specified prevailing rate of per diem wages. (Labor code § 1773.2.) Contractor, and any subcontractor engaged by contractor, shall pay not less than the specified prevailing rate of per diem wages to all workers employed in the execution of the contract. (Labor code § 1774.) Contractor is responsible for compliance with labor code section 1776 relative to the retention and inspection of payroll records. Contractor shall comply with all provisions of labor code section 1775. Under section 1775, contractor may forfeit as a penalty to city up to$50.00 for each worker employed in the execution of the contract by contractor or any subcontractor for each calendar day, or portion thereof, in which the worker is paid less than the prevailing rates. Contractor may also be liable to pay the difference between the prevailing wage rates and the amount paid to each worker for each calendar day, or portion thereof, for which each worker was paid less than the prevailing wage rate. Nothing in this contract prevents contractor or any subcontractor from employing properly registered apprentices in the execution of the contract. Contractor is responsible for compliance with labor code section 1777.5 for all apprenticeable occupations. This statute requires that contractors and subcontractors must submit contract award information to the applicable joint apprenticeship committee, must employ apprentices in apprenticeable occupations in a ratio of not less than one hour of apprentice's work for every five hours of labor performed by a journeyman (unless an exception is granted under § 1777.5), must contribute to the fund or funds in each craft or trade or a like amount to the California apprenticeship council, and that contractors and subcontractors must not discriminate among otherwise qualified employees as apprentices solely on the ground of sex, race, religion, creed, national origin, ancestry or color. Only apprentices defined in labor code sections 3077, who are in training under apprenticeship standards and who have written apprentice contracts, may be employed on public works in apprenticeable occupations. Pursuant to Labor Code Section 1771.1, the contractor and subcontractor must be currently registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5 at the time the project is awarded. This Project is subject to compliance monitoring and enforcement by the Department of Industrial Relation, pursuant to Labor Code Section 1771.4. Consulta Joseph L. Principal Engineer 11 City of Atascadero K16Ai Pavement Engineering, Inc. ` ' ' TMw EXHIBIT A Scope of Services Scope of Work shall be as defined in the Consultant's proposal, dated September 22, 2016, and as summarized in Exhibit A. The Consultant shall provide topographic and boundary survey for the project streets, and develop plans, technical specifications, and bid quantity sheets for the roadway segments listed below: 1. Alcantara Avenue From Marchant Avenue North to Marchant Avenue South 2. Carmelite Road From Curbarii Avenue to Portola Road 3. Carmelita Road From Portoia Road to San Gabriel Road 4. Cortez Avenue From Maleza Avenue to Curbaril Avenue 5. Monterey Road From Campo Road to San Anselmo Road The Consultant shall utilize their survey subconsultant to provide topographic and boundary survey for the project streets. Topography shall contain sufficient detail to accommodate roadway profile adjustments, roadway edge drainage improvements, and identify all potentially impacted vegetation, utilities and adjacent property improvements, and driveway approaches adjacent to City Streets. Topography shall include detailed areas where possible minor ADA improvements may be required. It is anticipated that such work will be limited to the replacement of driveway approaches with City standard approaches and replacement of substandard sidewalk panels. Topography for minor drainage improvements shall be included where it is anticipated that more extensive engineering drainage design will be required. The topography shall include specific areas for design of drainage improvements at the following locations: 1. Alcantara Ave— South roadway edge near 7300 Alcantara. 2. Carmelita Road— 9300 Block 3. Monterey Road— 2800 Block Boundary survey shall contain sufficient detail to verify that proposed improvements are within City Right-of-Way and locate all existing monumentation for the purposes of monument preservation and perpetuation. The City will contract separately with a surveyor prior to construction for monument perpetuation work. The Consultant will use the Testing and Coring Report that was previously prepared for the City to develop estimated construction costs and present the options using a fife-cycle cost analysis. A-1 City of Atascadero � `� Pavement Engineering, Inc. There are three areas that will require drainage improvements: 1. Alcantara Avenue - South roadway edge near 7300 Alcantara 2. Carmeiita Road (9300 Block) 3. Monterey Road (2800 Block). The Consultant will work with the City to develop engineering solutions to correct the problems by adjusting the elevations. The extent of the adjustments will be determined after the topographic survey is complete. In addition to these areas, the Consultant's work shall include a field review of each project street's drainage conditions, with the intention of preserving the existing drainage patterns and flow after the rehabilitation and construction are complete. As part of this task, the Consultant's project manager will meet with City staff to review our findings and determine if any additional drainage improvements are needed. If so, the Consultant can incorporate these into the project and generate any needed drainage calculations into a report for the City's files. The Consultant will identify drainage and edge improvements that will increase pavement longevity and will incorporate these into the design documents. The Consultant will develop plans, technical specifications and bid quantity sheets for obtaining project construction bids. The plans will clearly define the areas of work and will include all pavement striping; markings and markers; details for typical sections, transitions, keycuts, digouts and any necessary additional pavement work. Any portion of the work that requires clarification will be submitted in the form of drafted plan views, details and elevations or cross sections, as needed. Traffic signage and striping plans will be prepared for areas within the proposed pavement maintenance and rehabilitation limits. These plans will include existing and proposed signs, lane stripes with dimensions and pavement legends. Base sheets will be developed on 22 x 34 Capital Project plan sheets as provided by the City. The Consultant will use the City's aerial files to develop base sheets. The Consultant will submit a set of plans, specifications and estimate at the 60% and 95% complete stage for the City to review. Three (3) paper copies and a PDF set will be submitted for the City review. After each submittal, a meeting will be held with City staff to review and collect comments, resolve any outstanding issues and will adjust the contract documents accordingly. At the final 100% submittal stage, the Consultant will submit the following: 1. One (1) reproducible set of Mylar copies of the plans, stamped and signed. 2. One (1) original hard copy of the technical specifications, stamped and signed. 3. One (1) electronic copy of the final plans (AutoCAD 2013 or later), technical specifications (Microsoft Word) and Construction cost estimates (Microsoft Excel) for each location. A-2 City of Atascadero Pavement Engineering, Inc. During the bidding process, The Consultant's staff will be available to answer questions from the City or contractors concerning the design. The Consultant will prepare addenda as required. The Consultant's principal engineer in charge and project manager will meet with Public Works staff to confirm the project's scope of work, schedule, budget and availability of project documents; review project goals; discuss format of deliverables; and clarify the responsibilities of each party. Additionally, during this meeting a firm schedule will be developed to track progress of the project and also will establish the format of deliverables that will be most useful to the City. The Consultant will arrange progress meetings at critical stages during the project, such as the 60%, 95% and final submittal (100%). All materials prepared by the Consultant under contract shall be at all times the exclusive property of the City, and the Consultant shall have no property right therein whatsoever. City agrees that Consultant shall bear no responsibility for any reuse of the materials prepared by the Consultant if used for purposes other than those expressly set forth in the Intended Use of Consultant's Products and Materials section of this Contract. All design plans, project specifications and other pertinent design reports/materials/files developed under the contract shall be delivered to the City on CDROM at project design completion, and prior to release of the final payment. Reports shall be provided in PDF and Microsoft Word format. A-3 EXHIBIT B Compensation and Method of Payment TOTAL COST OF CONTRACT NOT TO EXCEED $ 85,550.00 WITHOUT PRIOR WRITTEN AUTHORIZATION City shall pay Consultant an amount equal to the cumulative hours charged to the project by each class of the Consultant's employees times standard hourly rates for all services performed on the project, plus reimbursable expenses and subconsultant charges, if any. The total compensation for all services and reimbursable expenses shall not exceed the amount listed above. Any additional services authorized by the City of Atascadero, not included in the scope of services as defined by this contract, must be approved in the form of a City of Atascadero Change Order prior to performing additional work. All additional work authorized by a City of Atascadero change order will be compensated at the same cost basis indicated herein unless other terms are acceptable to City. Payment will be made within 30 days after receipt and approval of invoice. Payments to the Consultant in excess of the contract amount listed above will not be made unless written authorization is executed prior to the date of the additional requested work. Any charges incurred outside of these contract terms will not be authorized for payment. Consultant Joseph L. Ririe, P.E., Principal Engineer B-1 EXHIBIT B Compensation and Method of Payment TASK I SURVEY SERVICES RATE UNITS TOTAL Senior Principal Engineer $210 1 $210 Associate Engineer 150 8 1,200 �- Geo-West Surveying Services —_-- --_ _ 16,325 Estimated Fee Task 1 $17,735 TASK 2 PAVEMENT ANALYSIS AND ENGINEERING RATE UNITS TOTAL; Senior Principal Engineer $210 12 $2.520 Associate Engineer 150 24 3,600 Senior Engineering Technician 125 24 3,000 Clerical _ _ 65_ 5 _ 325 Estimated Fee Task 2 $9,445 TASK 3 PREPARE CONTRACT DOCUMENTS AND ESTIMATES RATE UNITS TOTALE Senior Principal Engineer $210 40 $8,400 Associate Engineer 150 60 9,000 Assistant Engineer 145 60 8,700 Senior Engineering Technician 125 80 10,000 Engineering Technician 120 60 7,200 �� - ---�---��------Es#imated Fee Task 3 $43,300 TASK 4 BIDDING AND AWARD RATE UNITS TOTAL Senior Principal Engineer $210 10 $2,100 Assistant Engineer 145 10 1,450 Estimated Fee Task 4 $3,550 TASK 5 PROJECT MANAGEMENT AND MEETINGS RATE UNITS TOTAL Senior Principal Engineer $210 32 $6,720 Associate Engineer _ _-_- _ _ _ 150 32 4,800 Estimated Fee Task 5 $11,520 TASKSTOTAL ESTIMATED FEE ` • B-2 EXHIBIT C Items Provided by City None. C-1 EXHIBIT D Location Schedule . \ - - - - ; pfl�,p. z &Rio g ) wLm . , • � ^ � \ � •- e } / ' 0A A#y . Q ® , i / Ali ( \ , c -A&z. ®® ��� ^ - % • ^ �f � ° & � At scade o, California San Luis Obispo County ® Alcantara Avenue - Marchant Ave. North to Marchant Ave. South ( 30 LF) ® CarmmRa Road - Curbam Ave. to PORda Rd. (1,659 LF) ® Carmelite Road - PORGa Rd. to San Gabriel Rd. (2,647 LF) ® Cortez Avenue - Mamza Ave. to Cur aM Ave. (15 LF) ® Monterey Road - Campo Rd. to San Ansdmo Rd. (6,025 LF) D-1 EXHIBIT E Insurance Requirements The Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents,representatives, employees, or subconsultants. Minimum Scope of Insurance. Coverage shall be at least as broad as: 1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). 2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code I (any auto). 3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 4. Errors and Omissions Liability insurance as appropriate to the consultant's profession. Minimum Limits of Insurance. Consultant shall maintain limits no less than: 1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. 3. Employer's Liability: $1,000,000 per accident for bodily injury or disease. 4. Errors and Omissions Liability: $1,000,000 per occurrence, on a claims made basis. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self insured retentions as respects the City,its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1. The City, its officers, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, official, employees, agents or volunteers. E-1 Insurance Requirements 2. For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 4. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled or amended by either party, except after thirty(3 0) days'prior written notice by certified mail, return receipt requested,has been given to the City. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Additional Insured. The City of Atascadero will to be added to the policy as Additional Insured by endorsement, adding the City's name to the Certificate of Insurance is not sufficient and will not be accepted. Verification of Coverage. Consultant shall furnish the City with a certificate of insurance showing maintenance of the required insurance coverage. Original endorsements effecting general liability and automobile liability coverage required by this clause must also be provided. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. E-2 s _ Aca® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) �� 10/24/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Andreini&Company-San Mateo PHONE 650-573-1111 FaX 650-378-4361 220 West 20th Aver--- -- — � San Mateo CA 94403 AN INSURERS AFFORDING COVERAGE NAIC# INSURER A:Travelers Indemnity Company 25658 INSURED PAVEM-2 INSURER B:Travelers Pro e Casualty 136161 Pavement Engineering, Inc. INSURERC:Travelers Property Casual 35076 3485 Sacramento Drive Suite INSURERD:Admirai Insurance Company 24856 San Luis Obispo CA 93401 INSURER E: INSURER F, COVERAGES CERTIFICATE NUMBER: 1313124863 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 AD'TYPE OF INSURANCE BR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICYNUMBER MMIDD/YYYY MMIbDIYYYY A X COMMERCIAL GENERAL LIABILITY Y 680BE103753 7/1/2016 7/112017 EACH OCCURRENCE $1,000,000 DAMAIE CLAIMS-MADE aOCCUR PREMSESOEaoNccurence $300,000 MED EXP(Anyone person) $5,000 PERSONAL 8 ADV INJURY $1,000,000 GEN'L AGGREGATE LIMITAPPLIES PER:, GENERAL AGGREGATE $2,000,000 X POLICY PRO LOC PRODUCTS-COMP/OP AGG $2,000,000 JECT OTHER: $ A AUTOMOBILE LIABILITY Y BA8E104516 7/1/2016 7/1/2017 COMBINED SIN LE LIMIT $ Ea accident $1.000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL AUTOS AUTOSULED BODILY INJURY(Per accident) $ NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS Peraccident $ $ B X UMBRELLA LIAR X OCCUR i CUPBE106024 7/1/2016 7/112017 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED RETENTION$ $ C WORKERS COMPENSATION UB3H526004 7/1/2016 711/2017 X PER OTH- AND EMPLOYERS'LIABILITY Y f N STATUTE ER ANY PROPRIETORIPARTNERIEXECUTIVE ❑ N f A E.L.EACH ACCIDENT $1,000,000 OFFICERIMEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $1,000,000 _ If yes,describe under DESCRIPTION OF OPERATIONS below E.L DISEASE-POLICY LIMIT $1,000,000 D Professional Liab 2000002633803 815/2016 8!5!2017 Limit 2,000,000 Deductible 20,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 10,Additional Remarks Schedule,may be attached If more space Is required) The City of Atascadero, its officers, officials, employees, agents and volunteers are additional insured as respects General Liability and Auto Liability per attached endorsements CGD3810907, CA T4 20 07 10. This insurance is primary & non-contributory. 30 days notice of cancellation applies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Atascadero THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Director of Public Works ACCORDANCE WITH THE POLICY PROVISIONS. 6500 Palma Avenue Atascadero CA 93422 AUTHO IZED REPRESENTATIVE I O 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD Policy#BA8E104516 CA T4 20 07 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. GENERAL DESCRIPTION OF COVERAGE —This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BLANKET ADDITIONAL INSURED B. EMPLOYEE HIRED AUTO C. EMPLOYEES AS INSURED D.SUPPLEMENTARY PAYMENTS — INCREASED LIMITS E. TRAILERS -- INCREASED LOAD CAPACITY F. HIRED AUTO PHYSICAL DAMAGE G. PHYSICAL DAMAGE —TRANSPORTATION EXPENSES — INCREASED LIMIT H.AUDIO,VISUAL AND DATA ELECTRONIC EQUIPMENT— INCREASED LIMIT I.WAIVER OF DEDUCTIBLE — GLASS J. PERSONAL EFFECTS K.AIRBAGS L. AUTO LOAN LEASE GAP M. BLANKET WAIVER OF SUBROGATION A. BLANKET ADDITIONAL INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an additional insured is an "insured" for Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. B. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — LIABILITY COVERAGE: An "employee"of yours is an "insured"while operating a covered "auto" hired or rented under a contract or agreement in that"employee's" name, with your permission,while performing duties related to the conduct of your business. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV—BUSINESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto"you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your"employee" under a contract in that individual "employee's"name,with your permission, while performing duties related to the conduct of your business. However, any"auto"that is leased, hired, rented or borrowed with a driver is not a covered "auto". C. EMPLOYEES AS INSURED The following is added to Paragraph A.1.,Who Is An Insured, of SECTION Il----LIABILITY COVERAGE: Any"employee" of yours is an "insured"while using a covered "auto"you don't own, hire or borrow in your business or your personal affairs. D.SUPPLEMENTARY PAYMENTS—INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2)of SECTION II—LIABILITY COVERAGE: (2) Up to$3,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident"we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4)of SECTION It—LIABILITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to$500 a day because of time off from work. E.TRAILERS—INCREASED LOAD CAPACITY The following replaces Paragraph C.1. of SECTION I—COVERED AUTOS: 1."Trailers"with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. F. HIRED AUTO PHYSICAL DAMAGE The following is added to Paragraph A.4., Coverage Extensions, of SECTION III—PHYSICAL DAMAGE COVERAGE: Hired Auto Physical Damage Coverage If hired "autos" are covered "autos"for Liability Coverage but not covered "autos"for Physical Damage Coverage, and this policy also provides Physical Damage Coverage for an owned "auto", then the Physical Damage Coverage is extended to "autos" that you hire, rent or borrow subject to the following: (1) The most we will pay for"loss" in any one "accident"to a hired, rented or borrowed "auto" is the lesser of: (a) $50,000; (b) The actual cash value of the damaged or stolen property as of the time of the"loss"; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2)An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total"loss". (3) If a repair or replacement results in better than like kind or quality, we will not pay for the amount of betterment. (4) A deductible equal to the highest Physical Damage deductible applicable to any owned covered "auto". (5) This Coverage Extension does not apply to: (a) Any"auto"that is hired, rented or borrowed with a driver; or (b) Any"auto"that is hired, rented or borrowed from your"employee". G. PHYSICAL DAMAGE—TRANSPORTATION EXPENSES—INCREASED LIMIT The following replaces the first sentence in Paragraph A.4.a.,Transportation Expenses, of SECTION III—PHYSICAL DAMAGE COVERAGE: We will pay up to$50 per day to a maximum of$1,500 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. H.AUDIO,VISUAL AND DATA ELECTRONIC EQUIPMENT—INCREASED LIMIT Paragraph C.2.. Limit Of Insurance, of SECTION III — PHYSICAL DAMAGE COVERAGE is deleted. L WAIVER OF DEDUCTIBLE--GLASS The following is added to Paragraph D., Deductible, of SECTION III --PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto"will apply to glass damage if the glass is repaired rather than replaced. J. PERSONAL EFFECTS The following is added to Paragraph AA., Coverage Extensions, of SECTION III—PHYSICAL DAMAGE COVERAGE: Personal Effects Coverage We will pay up to$400 for"loss"to wearing apparel and other personal effects which are: (1) Owned by an "insured"; and (2) In or on your covered "auto". This coverage only applies in the event of a total theft of your covered "auto". No deductibles apply to Personal Effects coverage. K.AIRBAGS The following is added to Paragraph 13.3., Exclusions, of SECTION III--PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss"to one or more airbags in a covered "auto"you own that inflate due to a cause other than a cause of"loss"set forth in Paragraphs A.9.b.and A.9.c.,but only: a. If that"auto" is a covered "auto'for Comprehensive Coverage under this policy; b. The airbags are not covered under any warranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of$1,000 for any one"loss". L.AUTO LOAN LEASE GAP The following is added to Paragraph AA., Coverage Extensions, of SECTION III—PHYSICAL DAMAGE COVERAGE: Auto Loan Lease Gap Coverage for Private Passenger Type Vehicles In the event of a total"loss"to a covered "auto" of the private passenger type shown in the Schedule or Declarations for which Physical Damage Coverage is provided, we will pay any unpaid amount due on the lease or loan for such covered "auto" less the following: ('I)The amount paid under the Physical Damage Coverage Section of the policy for that"auto'; and f (2)Any: (a) Overdue lease or loan payments at the time of the"loss"; (b) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (c) Security deposits not returned by the lessor; (d) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (e) Carry-over balances from previous loans or leases. M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV—BUSINESS AUTO CONDITIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any"accident" or"loss", provided that the "accident" or"loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. CA T4 20 07 10 Policy#6808E103753 COMMERICAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN INSURED INSURANCE (Section 111) for this Coverage (Section II): Part. Any person or organization that you agree in a B. The following is added to Paragraph a. of 4. "contract or agreement requiring insurance"to in- Other Insurance in COMMERCIAL GENERAL clude as an additional insured on this Coverage LIABILITY CONDITIONS(Section IV): Part,but only with respect to liability for"bodily in- However, if you specifically agree in a"contract or jury", "property damage"or"personal injury' agreement requiring insurance"that the insurance caused, in whole or in part, by your ads or omis- provided to an additional insured under this Cov- sions or the acts or omissions of those acting on erage Part must apply on a primary basis, or a your behalf: primary and non-contributory basis,this insurance a. In the performance of your ongoing opera- is primary to other insurance that is available to tions; such additional insured which covers such addi- b. In connection with premises owned by or tonal insured as a named insured,and we will not rented to you;or share with the other insurance, provided that: c. In connection with"your work"and included (1) The"bodily injury" or"property damage"for within the"products-completed operations which coverage is sought occurs;and hazard". (2) The"personal injury"for which coverage is Such person or organization does not qualify as sought arises out of an offense committed; an additional insured for"bodily injury", "property after you have entered into that"contract or damage"or"personal injury"for which that per- agreement requiring insurance". But this insur- son or organization has assumed liability in a con- ance still is excess over valid and collectible other tract or agreement, insurance,whether primary, excess,contingent or The insurance provided to such additional insured on any other basis,that is available to the insured is limited as follows: when the insured is an additional insured under d. This insurance does not apply on any basis to any other insurance. any person or organization for which cover- C. The following is added to Paragraph 8.Transfer age as an additional insured specifically is Of Rights Of Recovery Against Others To Us added by another endorsement to this Cover- in COMMERCIAL GENERAL LIABILITY CON- age Part. DITIONS (Section IV): e. This insurance does not apply to the render- We waive any rights of recovery we may have ing of or failure to render any"professional against any person or organization because of services". payments we make for"bodily injury", "property f. The limits of insurance afforded to the addi- damage"or"personal injury"arising out of"your tional insured shall be the limits which you work"performed by you, or on your behalf, under agreed in that"contract or agreement requir- a"contract or agreement requiring insurance"with ing insurance"to provide for that additional that person or organization. We waive these insured, or the limits shown in the Declara- rights only where you have agreed to do so as tions for this Coverage Part, whichever are part of the"contract or agreement requiring insur- less. This endorsement does not increase the ance"with such person or organization entered limits of insurance stated in the LIMITS OF into by you before, and in effect when,the"bodily CG D3 81 09 07 2007 The Travelers Companies,Inc. Page 1 of 2 includes the copyrighted material of Insurance Services Office,Inc..with its permission. r COMMERICAL GENERAL LIABILITY injury"or"property damage"occurs, or the"per- erage Part, provided that the"bodily injury"and sonal injury"offense is committed. "property damage" occurs, and the"persona[ in- D.Tho following definition is added to DEFINITIONS jury"is caused by an offense committed: (Section V): a. After you have entered into that contract or "Contract or agreement requiring insurance" agreement; moans that part of any contract or agreement un- b. While that part of the contract or agreement is der which you aro required to include a person or in effect; and organization as an additional insured on this Coy- c. Before the end of the policy period. Page 2 of 2 ©2007 The Travelers Companies,Inc. CG D3 81 09 07 Includes the copyrighted matenat of Insurance Services Office.Inc.,with its permission.