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HomeMy WebLinkAboutContract 1927 AGREEMENT FOR MATERIAL TESTING SERVICES AND GEOTECHNICAL RECOMMENDATIONS BIENNIAL AS-NEEDED CONTRACT BETWEEN THE CITY OF CATHEDRAL CITY, CALIFORNIA AND PETRA GEOSCIENCES, INC. This Agreement for Material Testing Services and Geotechnical Recommendations ("Agreement") is entered into as of July 22, 2020 ("Effective Date") between the City of Cathedral City, a municipal corporation ("City") and ("Contractor") Petra Geosciences, Inc (collectively the "Parties"). In consideration of the mutual promises and covenants made by the parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: SCOPE OF SERVICES Term. Subject to the provisions of Section 8 [Termination] of this Agreement, the term of this Agreement is for twelve months with an option for an additional twelve months, commencing on the Effective Date ("Term"). Contractor Services. Subject to the terms and conditions of this Agreement, Contractor agrees to perform for City those services specified in the Scope of Services attached hereto and incorporated herein by reference as Exhibit "A" [Scope of Services] ("Services"). Contractor agrees to furnish, for the compensation provided for herein, all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately perform and complete the Services. The Services shall be subject to inspection and approval by City. Contractor agrees to work closely with City staff in the performance of the Services and shall be available to City's staff and consultants at all reasonable times. Extra Work. Contractor shall not be compensated for any work or services rendered in connection with its performance of this Agreement, which are in addition to or outside of the Services ("Extra Work"), except as expressly provided for herein. It shall be Contractor's responsibility to ensure that the scope and price of any Extra Work to be performed by Contractor is approved by City in writing in advance of Contractor's commencement of the Extra Work in accordance with Section 9.10 [Amendments] and Section 9.19 [Administration and Implementation]. City shall not be obligated to pay for or otherwise be liable for unauthorized Extra Work performed by Contractor. General Warranty. Contractor warrants all Services under this Agreement (which for purposes of this Section shall be deemed to include unauthorized Extra Work which has not been removed and any non-conforming materials incorporated into the Services) to be of good quality and free from any defective or faulty material and workmanship. All 1 warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Services, whether express or implied, are deemed to be obtained by Contractor for the benefit of City, regardless of whether or not such warranties and guarantees have been transferred or assigned to City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of City. Repair of Defects. Contractor agrees that for a period of one (1) year from and after final acceptance of the Services, or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Services, whichever is later, Contractor shall within ten (10) days after being notified in writing by City of any defect in the Services or non-conformance of the Services, commence and prosecute with due diligence all work and services necessary to fulfill the terms of the warranty at its sole cost and expense. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the work, facilities, fixtures, or materials damaged by its defective Services or which becomes damaged in the course of repairing or replacing defective Services. For any Services so corrected, Contractor's obligation hereunder to correct defective Services shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected Services. Contractor shall perform such tests as City may require to verify that any corrective actions are adequate to remedy the defective condition. In the event that Contractor fails to perform its obligations under this Section to the reasonable satisfaction of City, then City shall have the right to correct and replace any defective, non-conforming, or damaged Services at Contractor's sole expense. Contractor shall be obligated to fully reimburse City for any expenses incurred hereunder upon demand. Contractor's Representative. Contractor hereby designates the representative named in Exhibit "D" [Representatives], or his or her designee, to act as its representative for the performance of this Agreement ("Contractor's Representative"). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. Contractor's Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. COMPENSATION AND METHOD OF PAYMENT Compensation. City shall pay to Contractor for non-disputed Services rendered the compensation set forth in Exhibit "C" [Compensation] attached hereto and incorporated herein by reference. Payment of Compensation. Contractor shall submit monthly invoices together with an itemized statement of Services provided. The statement shall describe the Services provided, the percent of work completed by item, together with such other reasonable detail and supporting documentation as may be required by the City Manager, or his/her designee. City will review the statement and pay, with the exception of any 2 charges for work performed or expenses incurred by Contractor which are disputed by City, within 30 days of receiving such statement, all approved charges thereon. Payment by City shall release City from any further obligation for payment to Contractor, for Services performed or expenses incurred as of the date of the invoice. Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defect in work performed by Contractor. RESPONSIBILITIES OF CONTRACTOR Control and Payment of Subordinates; Independent Contractor. Contractor agrees that all Services shall be performed by Contractor or under its supervision. The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under the Contractor's exclusive direction and control. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Contractor is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Contractor shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Neither Contractor, nor any of Contractor's officers, employees or agents, shall obtain any rights to retirement, healthcare or any other benefits which may otherwise accrue to City's employees. Contractor expressly waives any claim Contractor may have to any such rights. Contractor shall make payments promptly, as due, to all persons supplying labor or materials for the Services. Contractor shall not permit any lien or claim to be filed or prosecuted against the City on any account of any labor or material furnished for the Services. If Contractor fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to Contractor or a subcontractor by any person as such claim becomes due, City may pay such claim and charge the amount of the payment against funds due or to become due the Contractor. The payment of the claim in this manner shall not relieve Contractor or their surety from obligation with respect to any unpaid claims. Standard of Care and Licenses. Contractor agrees that all Services shall be performed in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and warrants that it, its employees and subcontractors shall have sufficient skill and experience to perform the Services and that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained in good standing throughout the term of this Agreement. Contractor shall furnish the City copies of all licenses, permits and approvals for any individual working on City-owned equipment. Required Corrections. Contractor shall perform, at its own expense and without reimbursement from the City, any work necessary to correct errors or omissions that are caused by the Contractor's failure to comply with the standard of care provided for herein. 3 Law and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. Safety. Contractor shall perform the Services, and maintain its work area, so as to avoid injury or damage to any person or property and shall otherwise exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Labor Code and Prevailing Wage Requirements. Apprenticeable Crafts. To the extent applicable, Contractor shall comply with the provisions of Section 1777.5 of the Labor Code with respect to the employment of properly registered apprentices upon public works. Hours of Work. Contractor shall comply with the legal days work and overtime requirements of Section 1813 of the Labor Code. Payroll Records. In accordance with the requirements of Labor Code Section 1776, Contractor shall keep accurate payroll records which are either on forms provided by the Division of Labor Standards Enforcement or which contain the same information required by such forms. Contractor shall make all such records available for inspection at all reasonable hours. Prevailing Wage Laws. Contractor represents and warrants that it is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "Public Works" and "Maintenance" projects. If the Services are being performed as part of an applicable "Public Works" or "Maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and any location where the Services are performed. Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sexual orientation, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 4 INDEMNIFICATION Indemnity. Except as to the sole negligence, active negligence, gross negligence or willful misconduct of City, Contractor expressly agrees to, and shall, indemnify, defend, release, and hold City, and its respective officials, officers, employees, agents, and contractors harmless from and against any Action, liability, loss, damage, entry,judgment, order, lien, and Costs and Expenses which arises out of, or are in any way related to, any act or omission of Contractor, or its officers, directors, employees, agents, or contractors, connected with the performance or failure to perform under this Agreement, notwithstanding that City may have benefited therefrom, or any challenge to this Agreement. This Section shall apply to any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of Contractor's officers, directors, employees, agents and contractors, including but not limited to acts or omissions in any way related to, the release, treatment, use, generation, transportation, storage, or disposal in, on, under, to, or from the location at which work under this Agreement is performed of any Hazardous Substances by Contractor or its officers, directors, employees, agents, and subcontractors. The Parties expressly agree that any payment, or Costs and Expenses City incurs or makes to, or on behalf of, an injured employee under City's workers' compensation or other insurance, is included as a loss or Costs and Expenses for the purpose of this Section. City shall not be responsible for any acts, errors or omissions of any person or entity except City and its officers, agents, servants, employees or contractors. The Parties expressly agree that the obligations of Contractor under this Section shall survive the expiration or early termination of the Agreement. Action. For purposes of this Agreement, "Action" shall mean any suit (whether legal, equitable, or declaratory in nature), proceeding or hearing (whether administrative or judicial), arbitration or mediation (whether voluntary, court-ordered, binding, or non- binding), or other alternative dispute resolution process, and the filing, recording, or service of any process, notice, claim, demand, lien, or other instrument which is a prerequisite or prelude to commencement of the Action. Costs and Expenses. For purposes of this Agreement, "Costs and Expenses" shall mean all costs and expenses, to the extent reasonable in amount, actually and necessarily incurred by a Party in good faith in the investigation, prosecution or defense of an Action, including, but not limited to, court costs, filing, recording, and service fees, copying costs, exhibit production costs, special media rental costs, attorney's fees, consultant fees, fees for investigators, witness fees (both lay and expert), travel expenses, deposition and transcript costs, and any other costs or expenses, the award of which a court of competent jurisdiction may determine to be just and reasonable. Hazardous Substances. For purposes of this Agreement, "Hazardous Substances" shall mean any and all of the following: any substance, product, waste or other material of any nature whatsoever which is or becomes listed, regulated, or for which liability arises for misuse, 5 pursuant to the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA"), 42 U.S.C. §9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §1801 , et seq.; the Resource Conservation and Recovery Act("RCRA"), 42 U.S.C. §6901 , et seq.; the Toxic Substances Control Act, 15 U.S.C.S. §2601, et seq.; the Clean Water Act, 33 U.S.C. §1251, et seq.; the Insecticide, Fungicide, Rodenticide Act, 7 U.S.C. §136, et seq.; the Superfund Amendments and Reauthorization Act, 42 U.S.C. §6901 , et seq.; the Clean Air Act, 42 U.S.C. §7401, et seq.; the Safe Drinking Water Act, 42 U.S.C. §300f, et seq.; the Solid Waste Disposal Act, 42 U.S.C. §6901 , et seq.; the Surface Mining Control and Reclamation Act, 30 U.S.C. §1201, et seq.; the Emergency Planning and Community Right to Know Act, 42 U.S.C. §11001, et seq.; the Occupational Safety and Health Act, 29 U.S.C. §§655 and 657; the Hazardous Waste Control Act, California Health and Safety Code ("H.&S.C.") §25100, et seq.; the Hazardous Substance Account Act, H.&S.C.§25330, et seq.; the California Safe Drinking Water and Toxic Enforcement Act, H.&S.C. §25249.5, et seq.; the Underground Storage of Hazardous Substances, H.&S.C. §25280, et seq.; the Carpenter-Presley-Tanner Hazardous Substance Account Act, H.&S.C. §25300, et seq.; the Hazardous Waste Management Act, H.&S.C. §25170.1, et seq.; the Hazardous Materials Response Plans and Inventory, H.&S.C. §25001 , et seq.; the Porter-Cologne Water Quality Control Act, Water Code §13000, et seq., all as they may from time to time be amended; and any substance, product, waste or other material of any nature whatsoever which is or becomes listed, regulated, or for which liability for misuse arises pursuant to any other federal, state or local statute, law, ordinance, resolution, code, rule, regulation, order or decree due to its hazardous, toxic or dangerous nature. RECORDS AND DOCUMENTS Accounting Records. Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all expenses incurred under this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the Services provided by Contractor pursuant to this Agreement. All such records shall be clearly identifiable. Inspection and Copying. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. At no cost to City, Contractor shall provide copies of such documents or records directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor's address indicated for receipt of notices in this Agreement. 6 Ownership of Documents. All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Contractor in the course of providing the Services shall become the sole property of City and may be used, reused or otherwise disposed of by the City without the permission of the Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents INSURANCE Maintenance of Insurance. Prior to the beginning of and throughout the term of this Agreement, Contractor will maintain insurance in conformance with requirements established by City for the type of Services being performed. Contractor acknowledges that prior to the Effective Date of this Agreement, City provided to Contractor the applicable insurance requirements, a copy of which are attached hereto as Exhibit "F" [Insurance]. Contractor acknowledges that the insurance coverage and policy limits provided by City constitute the minimum amount of coverage required. Any insurance proceeds in excess of the limits and coverage required in this Agreement and which are applicable to a given loss, will be available to the City. Subcontractors Insurance. Contractor agrees to ensure that subcontractors, and any other party involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. Modification of Insurance Provisions. The City Manager may make reasonable amendments to the insurance requirements of this section, with the written concurrence of the Finance Director or Risk Manager, in accordance with Section 9.19 [Administration and Implementation] after considering the Scope of Services, potential liabilities, and the required level of insurance to adequately protect the City. BONDS Performance and Payment Bonds. If required by law or specifically required by City as set forth in Exhibit "E" [Bonds Required], attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with Contractor's execution of this Agreement, but in no event later than the Effective Date of this Agreement, a Performance Bond and/or a Payment Bond in the amount of the total, not- to-exceed compensation indicated in Exhibit C, and in a form provided or approved by the City. Bond Provisions. Should, in City's sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected 7 bond within 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Agreement until any replacement bonds required by this section are accepted by the City. To the extent, if any, that the total compensation is increased in accordance with the Agreement, the Contractor shall, without further notice from City, cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. To the extent available, the bonds shall further provide that no change or alteration of the Agreement (including, without limitation, an increase in the total compensation, as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety. Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California-admitted surety with a current A.M. Best's rating no less than A:Vlll and satisfactory to the City. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City. TERMINATION. Termination by City. City may, by written notice to Contractor, terminate with or Ior right to cure by the without cause, and without any prior notice of default gContractor, whole or any part of this Agreement at any time and by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least five (5) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those non-disputed Services that have been adequately rendered to City, and Contractor shall be entitled to no further compensation. Termination by Contractor. Contractor may, by written notice to City, terminate this Agreement based upon City's failure to timely cure a default under this Agreement as provided herein. At least forty-five (45) days prior to termination, Contractor shall provide City with a written notice specifying City's alleged default and providing City with a forty- five (45) day period to cure the default. Should City timely cure such default, the Agreement shall continue. Should City fail to timely or adequately cure such default, Contractor may terminate this Agreement by issuance of written notice to City. GENERAL PROVISIONS Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 8 Loss and Damage. Contractor shall be responsible for all loss and damage which may arise out of the nature of the Services agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Services until the same is fully completed and accepted by City. Liquidated Damages. The Parties agree that City has a legitimate interest in ensuring that Contractor provides the Services (including performance of all duties and responsibilities) required under this Agreement in a consistent and reliable manner, and that Contractor's failure to timely provide such Services or to provide them in an inadequate manner will cause City to suffer damages and that it is, and will be, impractical and extremely difficult to ascertain and determine the exact amount of damages or to calculate actual damages. Therefore, in addition to City's right to treat such non- performance as a material breach of, and to terminate, this Agreement, the Parties agree that liquidated damages, as provided herein, represent a reasonable estimate of the monetary damages that reasonably could be anticipated and that proof of actual damages would be costly or impractical. The Parties specifically confirm the accuracy of the statements made above and the fact that each Party has had ample opportunity to consult with legal counsel and obtain an explanation of the liquidated damage provisions at the time that the Agreement was made. Therefore, in lieu of actual damages, Contractor is subject to payment of$500 per failure to perform, per day. City may, at its election. deduct any assessed liquidated damages from payment due, or that will become due, to Contractor from City. Excusable Delays. Contractor shall not be liable for damages, including liquidated damages, if any, caused by delay in performance of failure to perform due to causes beyond the control of Contractor. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes. Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of the Agreement. Governing Law. This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Riverside. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Eastern Division of the Central District of California, located in Riverside, California. Integration. This Agreement, including the attached Exhibits "A" through "F", is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Contractor and City prior to the execution 9 of this Agreement. No statements, representations or other agreements, whether oral or written, made by any party which are not embodied herein shall be valid and binding. Severability. If a term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s). Prohibited Interests. Contractor represents and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Amendments. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Contractor and City. The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager's contracting authority under the Cathedral City Municipal Code. All other amendments shall be approved by the City Council. The Parties agree that the requirement for amendments or modifications to be in writing cannot be waived and that any attempted waiver shall be void. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. Delivery Of Notices. All notices required or permitted to be given under this Agreement shall be in writing and shall be given to the respective parties at the addresses listed in Exhibit "D", or at such other address as the respective parties may provide in writing for this purpose. Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. Binding Effect. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties. Waiver. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party or any breach of the provisions of this Agreement shall not constitute a waiver of any other provision, nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any Services by Contractor shall not constitute a waiver of any of the provisions of this Agreement. Zo Attorney's Fees, Costs and Expenses. In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees and Costs and Expenses, in addition to any other relief to which it may be entitled. Subcontracting. Contractor shall not subcontract any portion of the Services, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions of this Agreement. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. Authority To Execute. The person or persons executing this Agreement on behalf of Contractor represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Contractor to the performance of its obligations hereunder. Administration and Implementation. This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 9.10 [Amendment] and the City Manager's contracting authority under the Cathedral City Municipal Code. 11 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF CATHEDRAL CITY CONTRACTOR: " - 4 harles P. McClendon, City Manager _ By: Sian-1 AKI J r 0 IA. Its: 7res L ATTEST: Siarnak J froudi, PhD, GE2024 racey R. 'd:rtinez, City Clerk ti President By: Its: APPROVED AS TO FO:- ' : Eric S. Vail, City Attorney 12 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA STATE OF CALIFORNIA COUNTY OF RIVERSIDE COUNTY OF RIVERSIDE On , 2020, before me, Date Name And Title Of Officer(e.g."Jane Doe. Notary Public") personally appeared Name of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though this section is optional, completing this information can deter alternation of the document or fraudulent reattachment of this form to an unintended document. CAPACIT(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT Signer's Name: Individual Corporate Officer Title(s) Title or Type of Document Partner(s) Limited General Attorney-In-Fact Number Of Pages Trustee(s) Guardian/Conservator Other: Date Of Document Signer is representing: Name Of Person(s)Or Entity(ies) ) (s Si ner Other Than Named Above 9 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) COUNTY OF RIVERSIDE ) On , 2020, before me, Date Name And Title Of Officer(e.g."Jane Doe, Notary Public") personally appeared Name of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though this section is optional, completing this information can deter alternation of the document or fraudulent reattachment of this form to an unintended document. CAPACIT(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT Signer's Name: Individual Corporate Officer Title(s) Title or Type of Document Partner(s) Limited General Attorney-In-Fact Number Of Pages Trustee(s) Guardian/Conservator Other: Date Of Document Signer is representing: Name Of Person(s)Or Entity(ies) Signer(s)Other Than Named Above EXHIBIT "A" SCOPE OF SERVICES Scope of Services attached in the next page. 4 —Analysis of Effort/Methodology Project Approach and General Scope of Work We understand that the projects will generally consist of street improvements, alley improvements,retaining walls, sidewalks, ADA Ramps, and other projects that require material testing, including concrete, asphalt, compaction testing, and geotechnical recommendations. Below is a description of our anticipated services during the project phases. Design Phase To address design-phase geotechnical issues and to provide project-specific recommendations about ground preparation,foundation design and construction, and installation of underground infrastructure, our services would typically include(but not necessarily be limited to)the following 1. Site reconnaissance. 2. Conduct a review of existing published and unpublished reports and maps concerning soil and geologic conditions within and adjacent to the project site. 3. Conduct a review of project plans and specifications made available to us at the time of our investigation. This review would typically include grading plans, foundation plans and details, and construction specifications. 4. Coordinate with the CITY and local underground utilities locating service(Underground Service Alert)to obtain an underground utility clearance before starting the subsurface investigation(as applicable). 5. Coordinate our field activities and exploration point locations with designated representatives of the CITY and the lead project design engineer. 6. Process permit application forms,as required,to obtain a soil boring permit. 7. For field investigations conducted within active public roadways,traffic control plans will maintain a safe environment during our field operations.If requested per the task order,appropriate traffic control will be arranged by our firm through an outside vendor. 8. To characterize subsurface soil and groundwater conditions in the areas of proposed construction.,we will advance a specified number of exploratory test pits,borings,or Cone Penetrometer (CPT) soundings (as appropriate).All equipment subcontractors will be required to provide evidence of current general liability, workman's compensation,and automobile insurance before being retained for the proposed work. 9. Log and field classify soil materials encountered in the exploratory borings and test pits following the visual- manual procedures outlined in the applicable Unified Soil Classification System and the American Society for Testing and Materials (ASTM) procedures. If encountered, we will document the depth to seepage zones and static groundwater.All field activities will be performed by or under the direct supervision of a State of California Certified Engineering Geologist(CEG). 10. Collect representative bulk and undisturbed soil samples for laboratory analysis. 11. Perform appropriate laboratory analyses on soil samples,typically including all or a portion of the following: • In-situ and maximum dry density determination • In-situ and optimum moisture content • Grain size distribution • Atterberg limits(liquid limit,plastic limit and plasticity index) • Expansion potential PETRA Page 15 s.kro .y Hoc,. GEOSGIENCES"` 4 —Analysis of Effort/Methodology • Shear strength • Consolidation characteristics • Soluble sulfate and chloride content • Soil pH and minimum resistivity 12. Perform appropriate engineering analysis of all field and laboratory data. All engineering analysis will be performed by,or under the direct supervision of,a State of California Geotechnical Engineer(GE). 13. Attend meetings with the Client and other members of the design team to discuss the results of our investigation and preliminary recommendations for grading and foundation design. 14. Prepare geotechnical feasibility assessments or comprehensive design-phase geotechnical report for the project. The report will include the results of our investigation and recommendations for site grading, structural foundation design and construction, following applicable sections of the current edition of the California Building Code requirements and the approved construction documents.Our report will typically include all or a portion of the following • A description of site conditions and geotechnical factors that are likely to influence the proposed grading and construction. 1 • A summary of project requirements and assumptions regarding design criteria as made known to us at the time of field exploration and report preparation. • A summary of subsurface conditions as encountered during our field exploration. • A site plan depicting the locations of field exploration points,as well as exploratory boring logs. • A description of laboratory test procedures and test results. • Site preparation, grading, and, if appropriate, preliminary ground modification requirements. If the results of our investigation reveal that extensive ground improvement is required to mitigate adverse soil conditions(such as liquefaction-induced or dry sand settlement), a detailed design of the ground improvement program can be performed as part of a subsequent phase of work under the terms of an amended contract. • A discussion of temporary excavation stability and, if deemed necessary, recommendations for stabilization of temporary excavation sidewalls. • Acceptability of onsite soils for use as fill and backfill, and criteria to be used to determine the acceptability of imported soil materials. • Presence of groundwater and its potential adverse impact on the proposed construction. • Regional faulting, site seismicity,and secondary seismic effects (including liquefaction and associated phenomena). • Recommended foundation types,depths of embedment,and allowable soil bearing values. • Earthquake engineering parameters per Section 1613A of the 2019 CBC. • Expansion potential of the site soils and appropriate recommendations for the design of structural foundations and concrete flatwork to mitigate the effects of expansive soils. • Minimum requirement for footing and slab reinforcement. • A screening-level assessment of soil corrosivity and its potential impact on concrete and metallic building materials placed in contact with onsite soils. 6 PETRA Page 16 SOLi0AS.4 ROCK OEOSCIENCES"` 4 —Analysis of Effort/Methodology • Geotechnical recommendations for design and construction of exterior concrete flatwork and pavement sections. Construction Phage + Provide construction support services including geotechnical observation,inspections,compaction testing, concrete,and asphalt mix design review,and preparation of necessary documentation per the applicable CITY requirements,Caltrans,ICC,CBC,ASTM,ACI,AASHTO,and AWS standards. + Petra will respond and perform requested sampling or testing within 24 hours of notice from the CITY. Laboratory results of aggregate sampled at the material source will be submitted to The CITY within 24 hours,and soils and laboratory test results of soil and aggregate sampled at the job site will be forwarded to The CITY within 72 hours.Results of compaction testing performed at the job site will be submitted to the CITY within 24 hours.R-value and asphalt extraction laboratory testing performed on soil and asphalt concrete samples from the project site will be forwarded to the CITY within 96 hours. S Inspection reports, or "dailies", will be provided via email to the CITY at the end of each day's field activities and will include all test results taken that day. Other Services Maintaining records documenting all services provided by our firm on behalf of the CITY. If requested,providing periodic training sessions to better acquaint the City personnel with geotechnical engineering and materials testing topics that affect sites located within the CITY's jurisdiction. PETRA Page 17 SOU°AS A ROCK GEOSCIENCES'' 4—Analysis of Effort/Methodology Technical and Management Approach Quality Assurancel'rogram Petra's field and laboratory testing programs are under the responsible charge of a State of California Registered Geotechnical Engineers.Our staff of registered professional engineers manage the operations of both the field and soils testing laboratory and oversee our internal Quality Assurance(QAP)program. AQMD PM-10 Certification AQMD Certification will be obtained before awarding of this contract Internal Review Protocol Since the company's inception, Petra has maintained a policy of internal review of all deliverables before releasing it as a draft or final product. With very few exceptions, every report is reviewed by at least one engineering geologist and geotechnical engineer to ensure that the input of both disciplines is accurately represented.This policy of internal review allows us to reduce the potential for errors. Geotechnical Testi.w.Laboratory QA/QC Procedures Petra maintains a dedicated in-house, full-service geotechnical testing laboratory. The laboratory is actively engaged in an AASHTO Materials Reference Laboratory (AMRL) program for conducting testing under various ASTM test methods. Antival proficiency sample testing, onsite assessments every 18 months, and maintaining a current and up to date laboratory Quality Control Manual is part of the AMRL program. Our laboratory Quality Control Manual details the responsibilities for managing and calibrating testing equipment, provide employee training and evaluation,keep up with current testing standards,and to conduct internal audits of policies and procedures specified by AMRL. Work tasks may include state, federal, and locally funded projects, that would have adherence to federal and State of California processes about geotechnical services. Our internal QA/QC procedures will be modified, if necessary, to assure conformity with Caltrans and the City's Quality Assurance Program (QAP) manual for such projects.Petra's Caltrans Designated Lab Number is 1718. Resource Allocation and Cost Control California-licensed Engineering Geologists and Geotechnical Engineers located at our Palm Desert office conduct all tasks associated with providing the services described in the referenced RFP. Our Senior Engineering Technician staff provide construction support services (including field observation and compaction testing). Our goal is to provide geotechnical support services that culminate in the design and construction of reliable infrastructure components that meet or exceed the performance expectations over their serviceable life span. Petra has continuously demonstrated effective cost management and the ability to successfully carry out multi- task projects within the most demanding of schedules and budgetary constraints.A fundamental test of financial management is the method utilized to address unexpected conditions. Petra strongly emphasizes early recognition,assessment,and management of such events.The designated Project Engineer and Geologist are responsible for monitoring all project costs. They will receive and review both weekly and monthly budget reports related to in-house costs, allowing tight cost control measures for each project assignment. Costs are tracked by monitoring the budget and expenses through progress reports,regularly as dictated by the size of the project. 0 PETRA OEOSCIENCES' Page 13 sof(lit,.< EXHIBIT "B" SCHEDULE OF PERFORMANCE Contractor to perform routine items of work as included in the Scope of Services. -- ------------ EXHIBIT "C" COMPENSATION Cost proposal attached in the next page. I IIt PETRA SOLID AS A ROCK GEOSCIENCES- 111 ENGINEERS + GEOLOGISTS + ENVIRONMENTAL SCIENTISTS July 9,2020 11 CITY OF CATHEDRAL CITY 68-700 Avenida Lalo Guerrero Cathedral City,California 92234 IIAttention: Mr.John A.Corella,Director of Engineering/Public Works I Subject: Cost/Fee and Invoicing Proposal, Material Testing Services and Professional Geotechnical Recommendations,Annual As-Needed Contract,Various City Projects for Fiscal Years 2020-2021 and 2021-2022, City Of Cathedral City, Riverside County, California Reference: City of Cathedral City Request for Proposals to Provide Material Testing Services and Professional Geotechnical Recommendations Annual As-Needed Contract, issued II May 4,2020 Dear Mr. Corella: I Petra Geosciences, Inc. (Petra) is submitting herein our Cost/Fee Schedule and Invoicing information as part of our proposal to provide material testing and professional geotechnical recommendations on an as- needed basis.Based on the information we have gathered from the referenced Request for Proposal(RFP),we understand that the City of Cathedral City(CITY)intends to enter an agreement with a qualified consultant for two years.The scope of services to be performed by the selected firm under the terms of this contract would broadly include providing design-phase investigations and geotechnical engineering analysis, geotechnical observation and field testing, field sampling,and laboratory testing of soil as needed to support the planned 1111 projects. Included with the letter is the filled-out Summary of Costs from the RFP and our Schedule of Fees. IPetra will submit our invoices for payment on a per task completed basis. Our invoice for consulting services will reference the costs for specific tasks.Included on the invoice will be indirect expenses,such as equipment, materials,and subcontracted services.Petra will submit certified payroll records,as required,and comply with 1 Chapter 10 of the Local Assistance Procedures Manual regarding the A&E Consultant Contract Audit and Review process. Il We would consider it a privilege to be of service to the CITY under this contract. Please call or e-mail the undersigned (657.269.4966, siafroudi rti Metra-inc.cotn)if you have any questions or would like to know more about our firm. IRespectfully Submitted, PETRA GEOSCIENCES,INC. If±__._--t<_.__,.,..-7" I Siamak Jafroudi,Ph.D. President/Senior Pr . ipal Engineer GE 2024 I Offices Strategically Positioned Throughout Southern California ORANGE COUNTY OFFICE 3186 Airway Avenue,Suite K,Costa Mesa.California 92626 T:714.549.8921 F:714.668-3770 iFor more information eisit us online at www.oetra-inc.com I 111 STANDARD FEE SCHEDULE Engineering Geology and Geotechnical and Environmental Engineering Services IIICity of Cathedral City,Fiscal Years 2020-2021 and 2021-2022* I Professional Services(Engineers,Geologists.Environmental Scientists) Assistant 5 125.00/hr. Staff 5 135.00/hr. Senior Staff 5 160.00/hr. NI Project $ 172.00/hr. Senior Project 5 192.00/hr. Associate $ 208.00/hr. Senior Associate 5 215.00/hr. ri Principal 5 230.00/hr. President/Senior Principal(Review and Consultation) $ 255.00/hr. Fault Hazard Specialist $ 220.00/hr. Senior Fault Hazard Specialist $ 245.00/hr. IIIn-house Legal Advisor $ 230.00/hr. Forensic Services(Engineers.Geologists.Environmental Scientists) II Senior Project/Project(Review,Analysis,Consultation) $ 300.00/hr. Senior Project/Project(Depositions,Hearings,Mediation and Trials;in 4-Hour Increments) $ 350.00/hr. Senior Associate/Associate(Review,Analysis,Consultation) $ 350.00/hr. Senior Associate/Associate(Depositions,Hearings,Mediation and Trials;in 4-Hour Increments) $ 400.00/hr. Senior Principal/Principal(Review,Analysis,Consultation) S 425.00/hr. IIISenior Principal/Principal(Depositions,Hearings,Mediation and Trials;in 4-Hour Increments) $ 475.00/hr. Technical Services II Engineering Technician $ 94.00/hr. Associate Engineering Technician $ 98.00/hr. Senior Engineering Technician $ 104.00/hr. Supervising Engineering Technician $ 135.00/hr. 4 Field Technician(Prevailing Wage Projects) $ 130.00/hr. Laboratory Technician $ 110.00/hr. Senior Laboratory Technician $ 120.00/hr. Laboratory Manager $ 140.00/hr. U Draftsperson $ 120.00/hr. Support Services Outside Consultants(Corresponding to in-house levels) In-House Rate IIII Drilling/Backhoe/Dozer/CPT/Equipment Rental Cost+20% Client Requested Accounting $ 85.00/hr. Word Processing,Technical Editing,Project Administration 5 75.00/hr. Field Services Communications Charges 1%of Invoice 1111 Laboratory Tests See attached rates Company Owned Equipment Usage See attached rates Copy Rate $ 0.35/sheet Postage and Shipping Cost+20% III PDF File Transmittal $ 25.00/file CD/Flash Drive File Transmittal $ 30.00/file U NOTE: Travel time to field job sites is charged on a portal to portal basis at the appropriate hourly rate.Overtime for non- registered professionals and technicians is$50.00 over the hourly rate.A minimum of two hours will be charged for all personnel for each field visit. mi *A 5 percent discount will be applied to all services performed in Fiscal Year 2020-2021 U eTRA GEOSCIENCES"° SOLID ASAROCk I 1111 STANDARD FEE SCHEDULE Soils Laboratory Testing/Company Equipment 1111 Soil Testing Moisture Content Determination(ASTM 2216) $ 13.00 1111 Moisture Content/Density-Rings(ASTM D2937) $ 17.00 Organic Content(ASTM 132974) 5 80.00 Atterberg Limits(ASTM 134318) $ 175.00 Atterberg Limits-Non-Plastic $ 45.00 1111 Shrinkage Limit(ASTM D4943) 5 75.00 Specific Gravity-Coarse Aggregates(ASTM C 127) $ 95.00 Specific Gravity-Fine Aggregates(C128) $ 100.00 Specific Gravity-Soils(ASTM D854) $ 105.00 II Sand Equivalent(ASTM D2419) $ 105.00 Sieve Analysis-Wash Over#200(ASTM D1140) 5 75.00 Sieve Analysis-Coarse or Fine,no Wash(ASTM C136) $ 155.00 Sieve Analysis-Coarse and Fine,with Wash(ASTM C136) $ 165.00 II Sieve Analysis-Aggregate Base(ASTM C136) $ 185.00 Hydrometer-with Fine Sieve(ASTM 13422) $ 235.00 Hydrometer-with Coarse and Fine Sieves(ASTM D422) $ 260.00 Maximum Density/Optimum Moisture-4"Mold(ASTM 131557) $ 245.00 I Maximum Density/Optimum Moisture-6"Mold(ASTM D1557) $ 270.00 4 Maximum Density/Optimum Moisture,with Rock Correction(ASTM D1557/D4718) $ 295.00 Maximum Density/Optimum Moisture-Single Check Point $ 105.00 Maximum Density/Optimum Moisture((.'TM 216) $ 250.00 Maximum Density/Optimum Moisture-Soil Cement(ASTM D558) $ 298.00 , mpH(CTM 643) $ 44.00 Resistivity(CTM 643) $ 84.00 Soluble Sulfate Content(CTM 417) $ 70.00 Soluble Chloride Content(CTM 422) $ 70.00 1111 Expansion Index(ASTM 134829) $ 135.00 Consolidation-10 Points(ASTM D2435) $ 220.00 Consolidation-10 Points+One Rebound/Recompression Loop(ASTM D2435) 5 250.00 Consolidations-Time Readings for One Load(ASTM D2435) $ 75.00 le Swell/Collapse Potential-Single Load(ASTM D4546) $ 130.00 Swell/Collapse Potential-8 Points(ASTM D4546) $ 225.00 Sample Remolding(One Ring) $ 25.00 . Sample Remolding(Set of Three Rings) $ 65.00 Direct Shear(ASTM D3080) $ 285.00 1111 Direct Shear-Reshear(ASTM D3080) 5 395.00 Unconfined Compression of Soils/Rock(ASTM D2166/137012) S 150.00 Unconfined Compression of Soil Cement/Lime,Chemical Grouts(ASTM D 1633/D5102/D4219) $ 65.00 Point Load Strength Index of Rock(ASTM D5731) $ 115.00 i Permeability-Falling Head(ASTM D2434) • $ 365.00 Concrete Cylinder Compression(ASTM C39) $ 25.00 Concrete Flexural Beams (6"z 6"x 18")(ASTM C78) $ 85.00 1111 Laboratory Technician $ 110.00/hr. Senior Laboratory Technician $ 120.00/hr. Laboratory Manager 5 140.00/hr. III Equipment Nuclear Gauge $8.00/day Sand Cone $25.00/day Moisture Sampling Probe/Drive Tubes $8.00/day II Percolation/Infiltration Equipment $35.00/day Digital Manometer $35.O0day Flame/Photo-Ionization Detector(FID/PID) $35.00/day Inclinometer/Vibration Monitoring Device $50.00/day III Purging Pump $25.00/day Angering/Sampling Equipment $40.00/day Concrete Sampling/Testing Equipment $15.00/day 1 I ePETRA SOLID AS A 1300f GEOSCIENCES", I I SUMMARY OF COSTS IPursuant to the Request for Proposals,the undersigned hereby proposes and agrees that on award by the City under this Proposal, and in accordance with the provisions therein stated, to execute a City Design 1 Professional Services Agreement, to provide and to furnish any certificates of insurance and all labor, materials,transportation and services for Material Testing Services for various City projects on an as-needed basis. I The Hourly Prices listed below shall be fully burdened and include all labor,fringe benefits,overhead and profit,materials,equipment,transportation and appurtenant work as is necessary to have the item complete and in place meeting the full intent of this Request for Proposal and the applicable ASTM Testing Method. IHourly rates will be used as the basis for charges and invoices for the various projects. Prevailing Wage-In accordance with Section 1770 of the Labor Code,the City has ascertained and does I hereby specify that the prevailing wage rates shall be those provided in Article 1110-20.0,WAGE RATES. The said rates shall include all employer payments that are required by Section 1773.1 of the Labor Code. The following is a summary of costs to provide the services outlined in the Request for Proposals for I Professional Materials Testing and will be used as the basis for negotiating a Design Professional Services Agreement: Hourly Prices for Geotechnical and Materials Testing IItem Item Description UNIT Hourly Price No. (Dollars) II 1. Collect samples and prepare maximum EA $ 250.00 density test(Proctor). Roadway Subgrade or Base III 2. Compaction Test: Including travel, EA $ 265.00 certified technician and equipment I Prepare sets of Concrete Cylinders and Perform Compression Strength Tests 3 at seven and twenty-eight days: EA $ 175.00 Including travel,certified technician 11 and equipment 4. Staff Engineer Hour $ 130.00 li Amount of each of the above Items must be filled in and completed. Final payment '11 be based upon actual work performed. IIConsultant Signature III Siamak Ja roudi Name of Consultant • Il - 1 - EXHIBIT "D" REPRESENTATIVES CITY'S REPRESENTATIVE City of Cathedral City Engineering Department Attn: John A. Corella, P.E., City Engineer 68-700 Avenida Lalo Guerrero Cathedral City, California 92234 Phone: (760) 770-0327 Fax: (760) 202-1460 Email Address: icorella(c�cathedralcity.gov CONTRACTOR'S REPRESENTATIVE Petra Geosciences, Inc. Attn: Alan Pace, P.G., CEG 42-240 Green Way, Suite E Palm Desert, California 92211 Work Phone: 760-340-5303 Mobile Phone: 760-250-9747 Email: apacepetra-inc.com 1 !' 1 EXHIBIT "E" BONDS REQUIRED "No Bonds Required" 2 l 1 EXHIBIT "F" INSURANCE REQUIREMENTS FOR CITY OF CATHEDRAL CITY The City requires a certificate of insurance, including an underwriter's endorsement, prior to commencement of the Services. The insurance policies are to include additional endorsements that contain the following provisions: 1 . That the City of Cathedral City and its respective elected officials, officers, employees, agents and representatives are additional insureds under the policy; 2. The policies are primary and non-contributory to any insurance that may be carried by City; 3. The City is entitled to thirty (30) days' prior written notice of cancellation, material reduction, or non-renewal of the policy or policies. 4. The insurance shall be carried only by responsible insurance companies that have rated "A-" and "V" or better by the A.M. Best Key Rating Guide, that are licensed to do business in the State of California. City will accept insurance provided by non-admitted "surplus lines" carriers only if the carrier is authorized to do business in the State of California. Only the following "marked" requirements are applicable: X Commercial General Liability (CGL): Insurance written on an occurrence basis to protect Contractor and City against liability or claims of liability which may arise out of this Agreement in the amount of one million dollars ($1 ,000,000) per occurrence and subject to an annual aggregate of two million dollars ($2,000,000). There shall be no endorsement or modification of the CGL limiting the scope of coverage for either insured vs. additional insured claims or contractual liability. All defense costs shall be outside the limits of the policy. X Vehicle Liability Insurance: Contractor shall also procure and shall maintain during the term of this Agreement vehicle liability insurance in an amount not less than $1,000,000 for injuries, including accidental death, to any one person, and subject to the same minimum for each person, in an amount not less than one million dollars ($1,000,000) for each accident, and property damage insurance in an amount of not less than one million dollars ($1,000,000). 3 i X Workers' Compensation Insurance: For all of Contractor's employees who will provide Services under this Agreement and to the extent required by applicable state or federal law, Contractor shall keep in full force and effect a Workers' Compensation policy that includes a minimum of one million dollars ($1,000,000) of employers' liability coverage. Contractor shall provide an endorsement that the insurer waives the right of subrogation against the City and its respective elected officials, officers, employees, agents and representatives. In the event a claim under the provisions of the California Workers' Compensation Act is filed against City by a bona fide employee of Contractor participating under this Agreement, Contractor is to defend and indemnify the City from such claim. 4