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HomeMy WebLinkAboutContract 1988 Contract No. ( tl(6 City Clerk Rcvie v1 City • Risk Manageopnt ' • •• �S Scanned �,�/'` AGREEMENT FOR DESIGN PROFESSIONAL SERVICES BETWEEN THE CITY OF CATHEDRAL CITY, CALIFORNIA AND ADVANTEC CONSULTING ENGINEERS, INC. FOR ANNUAL AS-NEEDED TRAFFIC ENGINEERING SERVICES FOR VARIOUS CITY PROJECTS This Agreement for Design Professional Services ("Agreement") is entered into as of July 1, 2022 ("Effective Date") by and between the City of Cathedral City, a municipal corporation ("City") and Advantec Consulting Engineers, Inc. ("Design Professional"). City and Design Professional are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." RECITALS A. City has sought, by request for proposals, the performance of engineering services defined and described particularly in Section 2 of this Agreement. B. Design Professional, following submission of a proposal for the performance of the services defined and described particularly in Section 2 of this Agreement, was selected by the City to perform those services. C. Design Professional was selected by the City on the basis of Design Professional's demonstrated competence and the professional qualifications necessary for the satisfactory performance of the services required. D. Pursuant to the City of Cathedral City's Municipal Code, City has authority to enter into this Design Professional Services Agreement and the City Manager has authority to execute this Agreement. E. The Parties desire to formalize the selection of Design Professional for performance of those services defined and described particularly in Section 2 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, 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: - 1 - SECTION 1. TERM OF AGREEMENT. Subject to the provisions of Section 19 "Termination of Agreement" of this Agreement, the Term of this Agreement is for three (3) years commencing on the Effective Date ("Term") with an option to extend the Agreement for two (2) additional one (1) year terms. SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE. (a) Scope of Services. Specific Scopes of Services shall be defined in individual Task Orders. In general, Design Professional agrees to perform any of the services set forth in Exhibit "A" "Scope of Services" (hereinafter, the "Services") and made a part of this Agreement by this reference. (b) Schedule of Performance. The Services shall be completed pursuant to a schedule specified in the individual Task Order Should the Services not be completed pursuant to that schedule, the Design Professional shall be deemed to be in Default of this Agreement. The City, in its sole discretion, may choose not to enforce the Default provisions of this Agreement and may instead allow Design Professional to continue performing the Services. SECTION 3. ADDITIONAL SERVICES. Design Professional shall not be compensated for any work rendered in connection with its performance of this Agreement that are in addition to or outside of the Services unless such additional services are authorized in advance and in writing in accordance with Section 25 "Administration and Implementation" or Section 27 "Amendment" of this Agreement. If and when such additional work is authorized, such additional work shall be deemed to be part of the Services. SECTION 4. COMPENSATION AND METHOD OF PAYMENT. (a) Subject to any limitations set forth in this Agreement, City agrees to pay Design Professional the hourly rates specified in Exhibit "B" "Compensation" and made a part of this Agreement by this reference. The total compensation for an individual Task Order, including reimbursement for actual expenses, shall not exceed the amount negotiated by the Parties, unless additional compensation is approved in writing in accordance with Section 25 "Administration and Implementation" or Section 27 "Amendment" of this Agreement. (b) Each month Design Professional shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories: labor, travel, materials, equipment, and supplies. If the compensation set forth in subsection (a) and Exhibit "B" include payment of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of task performed and the amount of time incurred for or allocated to that task. City shall independently review each invoice submitted by the Design Professional to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (c). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Design Professional for correction and resubmission. (c) Except as to any charges for work performed or expenses incurred by Design Professional which are disputed by City, City will use its best efforts to cause Design Professional to be paid within forty-five (45) days of receipt of Design Professional's correct and undisputed invoice. (d) Payment to Design Professional for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Design Professional. SECTION 5. INSPECTION AND FINAL ACCEPTANCE. City may inspect and accept or reject any of Design Professional's work under this Agreement, either during performance or when completed. City shall reject or finally accept Design Professional's work within sixty (60) days after submitted to City. City shall reject work by a timely written explanation, otherwise Design Professional's work shall be deemed to have been accepted. City's acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Design Professional's work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 15 "Indemnification" and Section 16 "Insurance." SECTION 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 Design Professional in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Design Professional. Upon completion, expiration or termination of this Agreement, Design Professional shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents. If and to the extent that City utilizes for any purpose not related to this Agreement any maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents prepared, developed or discovered by Design Professional in the course of providing the Services pursuant to this Agreement, Design Professional's guarantees and warranties in Section 9 "Standard of Performance; Familiarity With Work" of this Agreement shall not extend to such use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents. SECTION 7. DESIGN PROFESSIONAL'S BOOKS AND RECORDS. (a) Design Professional shall maintain any and all documents and records demonstrating or relating to Design Professional's performance of the Services. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures and disbursements charged to City pursuant to 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 Design Professional pursuant to this Agreement. Any and all such documents or records shall be maintained for three (3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures. (b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided 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 Design Professional's address indicated for receipt of notices in this Agreement. (c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Design Professional's business, City may, by written request, require that custody of such documents or records be given to the City. Access to such documents and records shall be granted to City, as well as to its successors-in-interest and authorized representatives. SECTION 8. INDEPENDENT CONTRACTOR. (a) Design Professional is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Design Professional 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. (b) The personnel performing the Services under this Agreement on behalf of Design Professional shall at all times be under Design Professional's exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials. employees or agents of City, shall have control over the conduct of Design Professional or any of Design Professional's officers, employees, or agents except as set forth in this Agreement. Design Professional shall not at any time or in any manner represent that Design Professional or any of Design Professional's officers, employees, or agents are in any manner officials, officers, employees or agents of City. - 4 - (c) Neither Design Professional, nor any of Design Professional's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Design Professional expressly waives any claim Design Professional may have to any such rights. SECTION 9. STANDARD OF PERFORMANCE; FAMILIARITY WITH WORK. (a) Design Professional represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent and professional manner. Design Professional shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services. In meeting its obligations under this Agreement, Design Professional shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Design Professional under this Agreement, and shall use such skill, prudence, and diligence as other members of Design Professional's profession commonly possess and exercise. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit "A" "Scope of Work" that shall also be applicable to Design Professionals work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general. (b) Design Professional warrants that (1) it has thoroughly investigated and considered the work to be performed, (2) it has investigated the issues, regarding the scope of services to be provided, (3) it has carefully considered how the work should be performed, and (4) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement. SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES. Design Professional shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Design Professional shall obtain any and all licenses, permits and authorizations necessary to perform the Services set forth in this Agreement. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Design Professional to comply with this section. SECTION 11. PREVAILING WAGE LAWS. It is the understanding of City and Design Professional that California prevailing wage laws apply to land surveying work completed under this Agreement. - SECTION 12. NONDISCRIMINATION. Design Professional shall not discriminate, in any way, against any person on the basis of race, color, religious creed, national origin, ancestry, sex, age, physical handicap, medical condition or marital status in connection with or related to the performance of this Agreement. SECTION 13. CONFLICTS OF INTEREST. (a) Design Professional 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 Design Professional's performance of the Services. Design Professional further covenants that in the performance of this Agreement, 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. Design Professional 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 Agreement. (b) City may determine that Design Professional must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests. If such a determination is made, Design Professional shall file the subject Form 700 with the City Clerk's Office pursuant to the written instructions provided by the Office of the City Clerk within ten (10) days of the request. (c) City understands and acknowledges that Design Professional is, as of the date of execution of this Agreement, independently involved in the performance of non- related services for other governmental agencies and private parties. Design Professional is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section. (d) City understands and acknowledges that Design Professional will, perform non-related services for other governmental agencies and private parties following the completion of the Services under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section. SECTION 14. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. (a) All information gained or work product produced by Design Professional in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Design Professional. Design Professional shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law. - 6 - (b) Design Professional, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Design Professional gives City notice of such court order or subpoena. (c) If Design Professional, or any officer, employee, agent or subcontractor of Design Professional, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Design Professional for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Design Professional's conduct. (d) Design Professional shall promptly notify City should Design Professional, 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 Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Design Professional or be present at any deposition, hearing or similar proceeding. Design Professional agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Design Professional. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. SECTION 15. INDEMNIFICATION. (a) Indemnification by Design Professional. As provided under Civil Code Section 2782.8, Design Professional 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 claims. actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, liabilities, damages, costs and expenses, including attorney's fees and costs, (collectively "Claims") to the extent same arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Design Professional, its officers, agents, employees or sub- consultants (or any entity or individual that Design Professional shall bear the legal liability thereof) in the performance of professional services under this Agreement, with the understanding that in the event Claims are found by the trier of fact to have been caused by the joint or concurrent negligence of the City and its contractors and Design Professionals, and Design Professional, damages and expenses from both indemnity and duty to defend obligations shall be borne by each party in proportion to its negligence. (b) Indemnification from Subcontractors. Design Professional agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every sub-consultant, subcontractor or any other person or entity - 7 - involved by, for, with or on behalf of Design Professional in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Design Professional fails to obtain such indemnity obligations from others as required here, Design Professional 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 herein is binding on the successors, assigns or heirs of Design Professional and shall survive the termination of this Agreement or this section. (c) City's Negligence. The provisions of this section do not apply to Claims occurring as a result of City's sole negligence. The provisions of this section shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officials, employees and agents. SECTION 16. INSURANCE. Design Professional agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance policies set forth in Exhibit "C" "Insurance" and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Design Professional agrees to provide City with copies of required policies upon request. SECTION 17. ASSIGNMENT. The expertise and experience of Design Professional are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and entities who will fulfill the duties and obligations imposed upon Design Professional under this Agreement. In recognition of that interest, Design Professional shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Design Professional's duties or obligations under this Agreement without the prior written consent of the City. Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 19 "Termination of Agreement." City acknowledges, however, that Design Professional, in the performance of its duties pursuant to this Agreement, may utilize subcontractors. SECTION 18. CONTINUITY OF PERSONNEL. Design Professional shall make every reasonable effort to maintain the stability and continuity of Design Professional's staff and subcontractors, if any, assigned to perform the Services. Design Professional shall notify City of any changes in Design Professional's staff and subcontractors, if any, assigned to perform the Services prior to and during any such performance. - 8 - SECTION 19. TERMINATION OF AGREEMENT. (a) City may terminate this Agreement, with or without cause, at any time by giving thirty (30) days written notice of termination to Design Professional. In the event such notice is given, Design Professional shall cease immediately all work in progress. (b) Design Professional may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City. (c) If either Design Professional or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Design Professional, or City may terminate this Agreement immediately upon written notice. (d) Upon termination of this Agreement by either Design Professional or City, all property belonging exclusively to City which is in Design Professional's possession shall be returned to City. Design Professional shall furnish to City a final invoice for work performed and expenses incurred by Design Professional, prepared as set forth in Section 4 "Compensation and Method of Payment" of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 "Compensation and Method of Payment" of this Agreement. SECTION 20. DEFAULT. In the event that Design Professional is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Design Professional for any work performed after the date of default. Instead, the City may give notice to Design Professional of the default and the reasons for the default. The notice shall include the timeframe in which Design Professional may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Design Professional is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Design Professional does not cure the default, the City may take necessary steps to terminate this Agreement under Section 19 "Termination of Agreement." Any failure on the part of the City to give notice of the Design Professional's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. SECTION 21. EXCUSABLE DELAYS. Design Professional shall not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Design Professional. 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 - 9 - weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes. SECTION 22. COOPERATION BY CITY. All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the Services shall be furnished to Design Professional in every reasonable way to facilitate, without undue delay, the Services to be performed under this Agreement. SECTION 23. NOTICES. All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows: To City: City of Cathedral City Attn: City Manager 68-700 Avenida Lalo Guerrero Cathedral City, CA 92234 To Design Professional: Advantec Consulting Engineers, Inc. Attn: Carlos A. Ortiz, PE, TE, PTOE 73710 Fred Waring Drive, Suite 120 Palm Desert, CA 92260 Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service. SECTION 24. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of Design Professional represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Design Professional to the performance of its obligations hereunder. SECTION 25. 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 27 "Amendment" and the City Manager's contracting authority under the Cathedral City Municipal Code. SECTION 26. BINDING EFFECT. - 10 - This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties. SECTION 27. AMENDMENT. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Design Professional and by the 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 written modifications cannot be waived and that any attempted waiver shall be void. SECTION 28. 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 of 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 work or services by Design Professional shall not constitute a waiver of any of the provisions of this Agreement. SECTION 29. LAW TO GOVERN; VENUE. 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, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside. SECTION 30. ATTORNEYS 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, costs and expenses, in addition to any other relief to which it may be entitled. SECTION 31. ENTIRE AGREEMENT. This Agreement, including the attached Exhibits "A" through "C", 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 Design Professional and City prior to the execution of this Agreement. No statements, representations or other agreements, - 1 1 - whether oral or written, made by any Party which are not embodied herein shall be valid and binding. SECTION 32. SEVERABILITY. If any 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). SECTION 33. CONFLICTING TERMS. Except as otherwise stated herein, if the terms of this Agreement conflict with the terms of any Exhibit hereto, or with the terms of any document incorporated by reference into this Agreement, the terms of this Agreement shall control. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written. CITY OF CATHEDRAL CITY ADVANTEC CONSU I G e NE.FrRS, INC. 'Nor' Charles P. McClendon By: � AV/ City Manager Its: CZ ATTEST: By: L .ee Its: e tuck,� .u, Y race . e mosillo, CMC City Clerk APPROVED AS T 0 FORM Eric S. Vail City Attorney NOTE: DESIGN PROFESSIONAL'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO DESIGN PROFESSIONAL'S BUSINESS ENTITY. - 12 - CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 ....w.•. .r, s...:T.:T,_—,ne,e es.•s..s...s..s....s. `ti•.«s-•....',.�^he; .. .. .:-T`.�t. 'r mL.�isvx w.ti.iL::i.s'�...t.5 s.5s ,et• ss'wse T;�tia•'� ..^,s.:_s.Y....s. ...ti cra.`�,.��:_.fixr.>s< -._r ...i- w. .s%ti^: 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. State of California 1 County of Qka.Y�c�•e, J} On %)I� I°l 1 20 22_ before me, AM.w .Pcki 0600. 1,v{iyCi1 NL )14 AitioiiC. J Date Here Insert Name and Title of the Officer personally appeared 1-4.0 c eq., Name(s)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 E °• ANA PATRICIA RIVERA paragraph is true and correct. ��....,ry Notary Public•California Z _+yte,-. , Orange County f WITNESS my hand and official seal. Commission it 2403506 My Comm,Expires May 14,2026 ‘.2_______, Signature ZAAA/fitiV"- Place Notary Seal and/or Stamp Above Signature of Notary Public OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document ��p� �--- (;� Title or Type of Document: _ ((ern6/14--kY beSigVI .sc ,ki Sew 02.c.. Document Date: Oc;l I .2 Number of Pages: 12 Signer(s) Other Than Named Above: 1•11 OilleAr SiclVleie Capacity(ies) Claimed by Signer(s) Signer's Name: 'WC Lei, Signer's Name: p(Corporate Officer—Title(s): CI law-WIWI 0 Corporate Officer—Title(s): ❑ Partner— 0 Limited 0 General 0 Partner— 0 Limited 0 General ❑ Individual 0 Attorney in Fact 0 Individual 0 Attorney in Fact ❑ Trustee 0 Guardian or Conservator 0 Trustee 0 Guardian or Conservator ❑ Other: 0 Other: Signer is Representing: Signer is Representing: ©2019 National Notary Association CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 ...: u: jh„"_....,..,ys.. ::?w?..z.:s...s:s:W.•u•. ;-:,,. ..'e.vets.arrz.w.s?s. _-vS ..-.ea....w:-5y�z -..� • t:• 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. State of California�\ County of lyeCk1A0f, l On 1)1U) 1% 1012. before me,� k.kir1 A(0..? -e o , Ni? >9 P(Abi\c , Date Here Insert Name and Title of the fficer personally appeared C(Av\t AMOR/NI-0 0 rnz Name(s)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 YE•: rtiF ANA PATRICIA RIvERA paragraph is true and correct. = Notary Public•California Orange County WITNESS my hand and official seal. :Si ` ! Commission M 2403506 • •�a- My Comm.Expires May 14, 2026 Signature Place Notary Seal and/or Stamp Above Signature of Notary Public OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: ,'TTnY'QPi'V p - Y1 S1" ?yllke S5101 ,,S.&riu' Document Date: J\j I 2�)ZZ Number of Pages: I Z Signer(s) Other Than Named Above: NI0 Ula/ SIAv&1(s Capacity(ies) Claimed by Signer(s) Signer's Name: &A .4e1) Oii1Z Signer's Name: 'itd2Corporate Officer—Title(s): -C) 0 Corporate Officer—Title(s): ❑ Partner— 0 Limited 0 General 0 Partner— ❑ Limited 0 General ❑ Individual 0 Attorney in Fact 0 Individual 0 Attorney in Fact ❑ Trustee 0 Guardian or Conservator 0 Trustee 0 Guardian or Conservator ❑ Other: 0 Other: Signer is Representing: Signer is Representing: ©2019 National Notary Association EXHIBIT "A" SCOPE OF SERVICES FROM PROPOSAL A-1 AS-NEDED TRAFFIC ENGINEERING SERVICES City of Cathedral City Cathedral C ity SECTION B: SCOPE OF WORK 8.1 Detail Steps to Provide Traffic Engineering Services The City of Cathedral City intends to contract with qualified firms to provide comprehensive Professional As-Needed Traffic Engineering Services for a contract term of approximately three (3) years with two (2) one-year extensions. It is anticipated that under this As-Needed contract, ADVANTEC will provide professional services as indicated in the RFP including, but not limited to, the following items listed below. The table below highlights our experience, approach and/or preparation to deliver specific project assignments or Task Orders under this contract. Requested Scope of Services ADVANTEC's Experience and Approach to Perform the Work ADVANTEC understands the latest standards per the California MUTCD and Caltrans Provide technical assistance and prepare and will apply as required to all related projects. This includes any technical design plans for traffic signal design. assistance and apply to the design of traffic signals or signal communication systems. ADVANTEC will prepare Traffic Signal Warrant, All-Way Stop Warrant, Left-Turn Phasing Studies, and other warrants at various intersections as requested by City staff. A technical memorandum will be prepared with an introduction, purpose, study area, existing conditions, methodology, analysis, and recommended improvements. Prepare Various Warrant Studies. The analysis will be prepared using the latest Califomia Manual on Uniform Traffic Control Devices(CAMUTCD). Based on our evaluation, the recommendations will be provided.The final format of the project report will be based on the City's review and approval. ADVANTEC will provide traffic engineering studies, which summarizes: the existing and proposed conditions, references requirements and assumptions, intersection, roadway, and circulation analysis, and recommendations. Supporting technical data and graphical illustrations will be included in the reports. ADVANTEC has the experience to provide the City with different types of traffic engineering analysis and Prepare Various Traffic Studies. reports, including accident analysis, delay analysis, lane storage capacity, roadway and intersection level-of-service, vehicle and pedestrian circulation analysis, parking studies, truck studies, traffic impact analysis, before and after travel demand, engineering and speed survey, sight distance analysis, line-of sight analysis, and queuing analysis. ADVANTEC will collect the necessary traffic data,collision history,and perform a site visit to conduct the speed survey analysis. In regards updating speed surveys for posting speed limits,speed limits are typically surveyed every 5 to 7 years in order to be enforced by the court of law.ADVANTEC is currently working with the City of Rialto and City of Claremont on their Citywide Engineering and Traffic Speed Survey Prepare Speed Surveys Analysis. Reports. We understand the latest California Vehicle Code (CVC), CAMUTCD requirements,and the City's municipal code for recommending the appropriate speed limits including the use of applying our engineering judgement to support recommended speed limits. Under the latest legislation, AB 43 allows more flexibility to maintain, extend or reduce speed surveys within the established requirements and criteria. ADVANTEC strives to improve traffic progression and minimize travel delay to the public. We have performed this role both as traditional consultants (collect Assist with adjusting signal timing based on data/prepare theoretical optimized timing/implement/fine tune) and as system real time data. operators (continuously monitor system operations and implement changes as needed to accommodate revised traffic conditions). ADVANTEC Page 1 25 IN Consulting Engineers .t AS-NEDED TRAFFIC ENGINEERING SERVICES 4.1. .{ '; City of Cathedral City Cathedral City Requested Scope of Services ADVANTEC's Experience and Approach to Perform the Work ADVANTEC has our subconsultant, Counts Unlimited,to collect the necessary traffic data.We develop traffic models such as Synchro to conduct traffic capacity and LOS analysis at intersections and street segments including other software,as necessary. Our studies will be prepared in report format with supporting exhibits, graphics, and Collect data and prepare traffic tables,as necessary. We can also provide traffic simulations to illustrate existing and capacity/level of service analyses for recommended conditions to our project team,and at public or City Council meeting to intersections and street segments. illustrate alternatives and recommended improvements. In addition, ADVANTEC can provide other simulation/video tools to facilitate dissemination of traffic patterns, alternatives, and recommendations at Community Meetings and City Council Meetings. ADVANTEC will provide construction support services for the construction plans and specification interpretation and consultation during the construction phase of projects. 1 This includes attending pre-construction meetings and responding to questions Act as the City of Cathedral City regarding the technical provisions and the design, reviewing and responding to shop representative on contract document drawing submittals for conformity with the plans and specifications, reviewing and interpretation and related contract matters responding to Request for Information(RFI)or Change Request(CR)from the City or during construction of projects. Contractor, reviewing design change request and preparing new design plans as needed, and maintaining a documentation of all changes (clouded or clearly described)to approved plan set(e.g.delta revisions). Prepare and/or examine traffic engineering ADVANTEC will prepare final PS&E for all traffic engineering and ITS related projects including assistance with construction support and preparation of as-built drawings. plans, specifications, designs, cost estimates, bid proposals and legal Our Project Manager and some of our Task Leaders have worked on the design on descriptions for a variety of construction multiple projects throughout Southern California including roadway and intersection and maintenance projects. improvements. We have a strong understanding of Public Works contracting, acquired through many years of delivering projects as consultants and as municipal staff.We regularly handle Serve at the discretionldirection of City technical and administrative aspects of projects from inception to completion, Engineer or project manager on a variety of including funding through Local Assistance, environmental clearance, careful construction, capital improvement, or land preparation of plans, specifications, and estimates, and construction management. development projects. Having dealt with contractors of all stripes, we are able to proactively head off construction issues. Our goal is to efficiently prepare constructable designs that will serve long term with a minimum of maintenance. Our project manager, task leaders, and designated staff will be available to attend meetings for contractors, developers, other agencies, and public meetings that will require our assistance.ADVANTEC will prepare meeting agendas and sign-in sheets Represent the City in meetings with contractors, developers, other agencies, or prior to the meeting and create meeting minutes after the meetings for the City's documentation. ADVANTEC staff will work with city staff to provide the necessary the public. support staff, supporting technical data, and graphical illustrations, as necessary to these meetings. i ADVANTEC will provide third party review of traffic engineering studies,design plans, Review/evaluate complex plans prepared by technical specifications, and engineer's estimates prepared by others to assure developers, consultants, utilities, and consistency with the City's General Plan elements,compliance with local and regional others. mandates and compatibility with other proposed developments and improvements. Perform contract administration functions, ADVANTEC works with various agencies, vendors, and contractors on projects for traffic signal and communication equipment.We understand the latest equipment and negotiations on behalf of the City, and recommend change orders when applicable, have built relationships with vendors and contractors regarding equipment, specifications, prices, and warranties — so this can be easily expedited. In addition, ADVANTEC Page 126 Consul ' „ Engineers '4 AS-1VEDED TRAFFIC ENGINEERING SERVICES City of Cathedral City Cathedral City Requested Scope of Services ADVANTEC's Experience and Approach to Perform the Work 4 P ADVANTEC has purchased equipment on behalf of local agencies in order to reduce mark-ups from contractors—so this may be option on future projects. ADVANTEC will write the grant applications for various programs, prepare exhibits or conceptual plans, and create realistic cost estimates to ensure the project can be fully Prepare/write grant applications funded. ADVANTEC will work with the city to obtain vehicle and pedestrian traffic data, collision data and additional information that will be required in order to prepare each specific grant application. We have been successful in obtaining grants for the cities of Ontario,Yucaipa,Culver City,Downey,and Inglewood. In addition to the requested scope of services, ADVANTEC brings a structured team with various areas of expertise that could assist the City of Cathedral City. The table below highlights our experience, approach and/or preparation to deliver additional services not outlined in the RFP. Other Expertise and Services ADVANTEC Brings to the City of ADVANTEC's Experience and Approach to Perform the Work Cathedral City ADVANTEC has a clear understanding of work zone areas, traffic control, traffic Review work zone traffic plans for capital handling and staging, and detours for not only vehicles, but for bicyclists and improvement projects, utility projects, and pedestrians, and impacts to transit. We will require that all traffic and transportation developer projects and advise City on elements are taken into consideration while adhering to the latest Caltrans, potential issues. CAMUTCD,and WATCH Manual traffic control requirements. ADVANTEC stays current with the latest versions of California MUTCD and Caltrans Standard Specifications,Plans,and Directives.ADVANTEC will advise the city with the latest standards and deadlines for implementation of directives. An example is to Update City with new California edition • conform to Caltrans "Traffic Operations Policy Directive 09-06" for implementing Manual of Uniform Traffic Control Device bicycle/motorcycle detection on all approaches to traffic signals including updated (MUTCD) standards for traffic control bicycle and pedestrian timing per CAMUTCD. In addition, our Project Manager and devices which may need be senior management team are involved at local and high-level positions at ITE, ITS implemented/updated. California, and other associations where they can bring the latest mandates, requirements, changes, etc. that applies to our transportation industry (e.g., Vision Zero,Complete Streets,Active Transportation,Connected/Autonomous Vehicles,etc.). ADVANTEC has created ITS Master Plans for different agencies such as Coachella Valley Association of Governments (CVAG), Southern California Association of Governments(SCAG),LA Metro, and the City of Norwalk,These master plans reflect a thorough understanding of the ITS values and visions. ADVANTEC is experienced in creating these master plans that can be used as a planning tool to prepare for future emerging transportation technologies and provides a roadmap to improve traffic ITS Master Plan management and communication systems with current technologies; expand their state-of-the-art systems that will assist operators with managing traffic more effectively; enhance staff efficiency through remote monitoring and response to incidents, troubleshooting,maintenance and operations;and to maintain and provide the ability to share data and video with partner agencies and stakeholders in order to improve the driver experience across jurisdictional boundaries. ADVANTEC's staff has experience in evaluating existing ITS infrastructure along local arterials and intersections and determining the type of infrastructure (e.g., signal Technology Assessment controllers, detection system. Communications system, etc.), performance, deficiencies, reliability, scalability, and expandability of the system. Recommendations to maximize system capacity and improve operational efficiency can be provided under ADVANTEC Page 27 I\ Consulting Engineers iL AS-1VEDED TRAFFIC ENGINEERING SERVICES iti City of Cathedral City Cathedral City Other Expertise and Services ADVANTEC Brings to the City of ADVANTEC's Experience and Approach to Perform the Work Cathedral City this program. ADVANTEC is knowledgeable in recommending upgrades to existing traffic signal systems and hardware for signal synchronization. ADVANTEC has extensive experience in the preparation of plans, specifications and engineer's estimates(PS&E)for Intelligent Transportation Systems(ITS)upgrades and fiber optic communication. This includes upgrading controllers, ethernet switches, IP ITS/Fiber Optic Communications Design addressing, fiber optic splicing assignment plans, Hub installation and design, CCTV cameras, video detection, wireless communication, Changeable message signs (CMS),and fiber optic cable. ADVANTEC's staff has experience designing, modifying, and improving TMC's including monitoring and troubleshooting communications. We also have hands-on experience monitoring and adjusting timing to traffic controllers and management systems (TMS) such as QFree/Intelight MaxView ATMS, including system integration of new field elements (e.g., traffic signal controllers, CCTV cameras, etc.). Our Traffic Management Center technical staff has previously worked for traffic signal maintenance contractors,and as a city traffic signal technician. In addition, our staff will be able to monitor the City's TMC from our office, as necessary, via a VPN connectivity. Our staff will be able to monitor traffic and update traffic signal timing plans based on the various special events,peak hours,and seasonal traffic. ADVANTEC can also provide assistance with other ITS solutions that can enhance the City's operations and traffic management of the intersections and roadway systems to improve mobility, safety, and enhance the environment. These technologies may include: Video Management Systems Arterial Management Systems(Bluetooth I Wi Fi) Adaptive Control Systems Other ITS Solutions/ Assessment and Arterial Performance Measurements Evaluation of ITS Technologies Incident Management Systems Transit Management Systems Freight Management Systems Traveler Information Management Systems Connected Vehicles Technologies } Asset Management Systems Freeway Management System Design B.2 Innovative Approaches and Solutions to Similar Projects Below are some of our innovative approaches and solutions that can be provided under this Contract. ADVANTEC will present similar work plans to the City of Cathedral City for each task that will be assigned under this Contract. TRAFFIC ENGINEERING work plan ADVANTEC will provide traffic engineering services and will assist in the review, analysis, and preparation of traffic engineering reports and design plans.As part of this task,ADVANTEC will provide the following services under this task: Collect traffic information, as-built plans,and other documents for the city Conduct traffic surveys and data collection 4 ADVANTEC Page 128 C m.ni ing Engineer. EXHIBIT "B" SUMMARY OF COSTS FROM PROPOSAL B-1 ADVANTEC Consulting Engineers IN Hourly Rates Effective January 2022 Classification Rate Project Director III $340 / hour Project Director II $320 / hour Project Director I $300/ hour Project Manager/Senior Engineer VIII $260 /hour Project Manager/Senior Engineer VII $235 /hour Project Manager/Senior Engineer VI $210/ hour Project Manager/Senior Engineer V $190/ hour Project Engineer/ Planner IV $170 / hour Project Engineer/ Planner III $150 / hour Project Engineer/ Planner II $135 / hour Associate Engineer/ Planner I $125 / hour Assistant Engineer $115 / hour Design Technician V $150 / hour Design Technician IV $130/ hour Design Technician III $110/hour Administrative III $120/ hour Administrative I $100 / hour Direct Costs Effective January 2022 Mileage $0.58/mile In House Plotting (Mylar) $20.00 per D-size sheet In House Plotting (Bond) $10.00 per D-size sheet Other Direct Costs At Cost + 10% admin 1200 Roosevelt I Irvine I CA 92620 T 949.861.4999 F 949.502.5522 www.advantec-usa.com 1 EXHIBIT "C" INSURANCE A. Insurance Coverages. Service Provider shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Service Provider, its agents, representatives or employees. Service Provider shall procure and maintain the following scope and limits of insurance: Only the following "marked" requirements are applicable: X Commercial General Liability (CGL): Insurance written on an occurrence basis to protect Service Provider 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). Coverage shall be at least as broad as Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). 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: 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). A combined single limit policy with aggregate limits in an amount of not less than $2,000,000 shall be considered equivalent to the said required minimum limits. Coverage shall be at least as broad as Insurance Services Office form number CA 0001 covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the approval of the City. X Workers' Compensation Insurance: Workers' Compensation insurance that includes a minimum of one million dollars ($1 ,000,000) of employers' liability coverage. Service Provider 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 Service Provider participating under this Agreement, Service Provider is to defend and indemnify the City from such claim. X Professional Liability Insurance: Professional liability insurance appropriate to the Service Provider's profession in an amount not less than one million dollars C-1 $1,000,000 per occurrence. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to Services performed under this Agreement. The insurance must be maintained for at least three (3) consecutive years following the completion of Service Provider's services or the termination of this Agreement. During this additional three (3) year period, Service Provider shall annually and upon request of the City submit written evidence of this continuous coverage. B. Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: 1. All Coverages. a. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail, return receipt requested, has been given to City. b. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. 2. Commercial General Liability and Automobile Liability Coverages. a. City, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Service Provider performs; products and completed operations of Service Provider; premises owned, occupied or used by Service Provider; or automobiles owned, leased, hired or borrowed by Service Provider. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, or employees. b. Service Provider's insurance coverage shall be primary insurance with respect to City, and its respective elected and appointed, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by City, and its respective elected and appointed officers, officials, employees or volunteers, shall apply in excess of, and not contribute with, Service Provider's insurance. c. Service Provider'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. C-2 d. Any failure to comply with the reporting or other provisions of the insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its respective elected and appointed officers, officials, employees or volunteers. e. The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees or agents. 3. Workers' Compensation Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against City, and its respective elected and appointed officers, officials, employees and agents for losses arising from work performed by Service Provider. C. Other Requirements. Service Provider agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City may require that Service Provider furnish City with copies of original endorsements effecting coverage required by this Exhibit "C". The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time. 1. Service Provider shall furnish certificates and endorsements from each sub-contractor identical to those Service Provider provides. 2. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers, or the Service Provider shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. 3. The procuring of such required policy or policies of insurance shall not be construed to limit Service Provider's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement. C-3 DATE(MM/DD/YYYY) ACoRD® CERTIFICATE OF LIABILITY INSURANCE 07/13/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Charmaine Lim Farmers Agency PHO(A/C. o.Ext): 949-387-9999 FAX No): 20 Pacifica,Ste 1450 EDiIAIL ADDRESS: supp@ ort farmersatsp ectrum.com Irvine,CA 92618 INSURER(S)AFFORDING COVERAGE NAIC INSURER A: Mid-Century Insurance Company 21687 INSURED INSURER B: Advantec Consulting Engineers Inc.and INSURER C: Q4 Transportation Solutions Inc. INSURER D: 1200 Roosevelt INSURER E: Irvine,CA 92620 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP/YLIMITS LTR INSD WVD, POLICY NUMBER .(MM/DD/YYYY) (MMIDDYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ I PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PET LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY _ AUTOS ONLY (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION N/ PER X STATUTE EOTH AND EMPLOYERS'LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE YIN E.L.EACH ACCIDENT $ 1,000,000 A OFFICER/MEMBEREXCLUDED? Y NIA Y A09475420 11/12/2021 11/12/2022 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Project:Cathedral City:As Needed Traffic Engineering Services CERTIFICATE HOLDER CANCELLATION 30 Day NOC/10 Day for Nonpayment SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cathedral City THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn:City Manager ACCORDANCE WITH THE POLICY PROVISIONS. 68-700 Avenida Lalo Guerrero AUTHORIZED REPRESENTATIVE Cathedral City,CA 92234 „ ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 31 (Ed.6-20) BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be 3.0%of the California workers compensation premium otherwise due on such remuneration,subject to a minimum charge of $250 All written contracts in the state(s)of: CA This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 11/12/21 Policy No.A0947-54-20 Endorsement No. Insured ADVANTEC CONSULTING ENGINEERS,INC. (A CORP) 1200 ROOSEVELT Insurance Company MID-CENTURY INSURANCE COMPANY IRVINE CA 926203667 Countersigned By WC 99 06 31 (Ed.6-20) Includes copyright material of the Workers Compensation Insurance Rating Bureau of California.All rights reserved. L WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 06 O1A (ED 12-93) CALIFORNIA CANCELATION ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the information Page. The cancelation condition in Part Six (Conditions) of the policy is replaced by these conditions: Cancelatlon 1. You may cancel this policy. You must mail or deliver advance written notice to us stating when the cancelation is to take effect. 2. We may cancel this policy for one or more of the following reasons: a. Non-payment of premium; b. Failure to report payroll; c. Failure to permit us to audit payroll as required by the terms of this policy or of a previous policy issued by us; d. Failure to pay any additional premium resulting from an audit of payroll required by the terms of this policy or any previous policy issued by us; e. Material misrepresentation made by you or your agent; f. Failure to cooperate with us in the investigation of a claim; g. Failure to comply with Federal or State safety orders; h. Failure to comply with written recommendations of our designated loss control representatives; i. The occurrence of a material change in the ownership of your business; j. The occurrence of any change in your business or operations that materially increases the hazard for frequency or severity of loss; k. The occurrence of any change in your business or operation that requires additional or different classification for premium calculation; I. The occurrence of any change in your business or operation which contemplates an activity excluded by our reinsurance treaties. 3. If we cancel your policy for any of the reasons listed in (a) through (f), we will give you 10 days advance written notice, stating when the cancelation is to take effect Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to prove notice. If we cancel your policy for any of the reasons listed in Items (g) through (I), we will give you 30 days advance written notice; however, we agree that in the event of cancelation and reissuance of a policy effective upon a material change in ownership or operations, notice will not be provided. 4. The policy period will end on the day and hour stated in the cancelation notice. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: 11/12/2021 Policy Number. A09475420 Endorsement Number. Insured: Advantec Consulting Engineers Inc.&Q4 Transportation Solutions,Inc. Insurance Company: Mid-Century Insurance Company Premium: $ • Countersigned by WC 04 06 01A(ED 12-93) Copyright 1993 National Council on Compensation Insurance 91-5316 4-97 E5316101 PAGE 1 OF 1 A�® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 7/12/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Marie Swaney AssuredPartners Design Professionals Insurance Services, LLC PHONE 626)696-1890 FAX No): 3697 Mt. Diablo Blvd Suite 230 (AIC.No.Extl: Lafayette CA 94549 ADDRESS: CertsDesignPro@AssuredPartners.com INSURER(S)AFFORDING COVERAGE NAIC# License#:6003745 INSURER A:Continental Casualty Company 20443 INSURED ADVACON-05 INSURER B:QBE Insurance Corporation 39217 Advantec Consulting Engineers, Inc. 949-861-4999 INSURER c:Valley Forge Insurance Company 20508 1200 Roosevelt INSURER D: Irvine CA 92620 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:759738111 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD,WVD, POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) C X COMMERCIAL GENERAL LIABILITY Y V 6025396574 11/12/2021 11/12/2022 EACH OCCURRENCE $2,000,000 DAMAGE i NTED CLAIMS-MADE X OCCUR PREM SESO(EaEoccu encs) $1,000,000 X Contractual Liab _MED EXP(Any one person) $10,000 _ IncludedPERSONAL 8 ADV INJURY $2,000,000 GENL AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY X jE 7 LOC PRODUCTS-COMP/OP AGG $4,000,000 OTHER: $ C AUTOMOBILE LIABILITY V V 6025396574 11/12/2021 11/12/2022 COMBINED SINGLE LIMIT $1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS __ X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) X NoOwned Auto $ A X UMBRELLA LIAB X OCCUR Y V 6025396588 11/12/2021 11/12/2022 EACH OCCURRENCE $1,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $1,000,000 DED X RETENTION$1n nnn $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y I N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED? n N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Professional Liability ANE6215201 5/13/2022 5/13/2023 Per Claim/$1.000,000 $3,000,000/Agg lmt C Office Pollution Liability 6025396574 11/12/2021 11/12/2022 Per Claim/$2.000,000 $4,000,000/Agg Lmt DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Insured owns no company vehicles;therefore,hired/non-owned auto is the maximum coverage that applies.Umbrella Policy is follow-form to its underlying Policies:GL/AUTO Liability. RE:Cathedral City:As Needed Traffic Engineering Services City of Cathedral City and its respective elected and appointed officers,officials,and employees and volunteers are named as additional insureds as respects general and auto liability as required per written contract or agreement.General and Auto Liability are Primary/Non-Contributory per policy form wording. Insurance coverage includes waiver of subrogation per the attached endorsement(s). CERTIFICATE HOLDER CANCELLATION 30 Day Notice applies SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cathedral City ACCORDANCE WITH THE POLICY PROVISIONS. Attn: City Manager 68-700 Avenida Lalo Guerrero AUTHORIZED REPRESENTATIVE Cathedral City CA 92234 Afrale41----0- i ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD B1 CNA POLICY#6025396574 (Ed. 10- 1 ) IMPORTANT: THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE ADDITIONAL INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT. SEE PARAGRAPH C., OF THIS ENDORSEMENT FOR THESE DUTIES. BLANKET ADDITIONAL INSURED ENDORSEMENT WITH PRODUCTS-COMPLETED OPERATIONS COVERAGE AND BLANKET WAIVER OF SUBROGATION Architects, Engineers and Surveyors This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS A. Who Is An Insured is amended to include as an insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement; but the written contract or written agreement must be: 1. Crrently in effect or becoming effective during the term of this policy; and 2. Executed prior to the: a. "Bodily injury"or"property damage"; or b. Offense that caused the"personal and advertising injury"; for which the additional insured seeks coverage B. The insurance provided to the additional insured is limited as follows: 1. The person or organization is an additional insured only with respect to liability for "bodily injury," "property damage"or"personal and advertising injury"caused in whole or in part by: a. Your acts or omissions; or b. The acts or omissions of those acting on your behalf, in the performance of your ongoing operations specified in the written contract or written agreement; or c. "Your work" that is specified in the written contract or written agreement, but only for "bodily injury" or "property damage" included in the"products-completed operations hazard,"and only if: (1) The written contract or written agreement requires you to provide the additional insured such coverage; and (2) This Coverage Part provides such coverage. 2. The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to,the Limits of Insurance shown in the Declarations. 3. The insurance provided to the additional insured does not apply to "bodily injury," "property damage" or "personal and advertising injury" arising out of an architect's, engineer's, or surveyor's rendering of or failure to render any professional services including: a. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications by any architect, engineer or surveyor performing services on a project of which you serve as construction manager; or b. Inspection, supervision, quality control, engineering or architectural services done by you on a project of which you serve as construction manager. 4. The insurance provided to the additional insured does not apply to "bodily injury," "property damage" or "personal and advertising injury" arising out of construction or demolition work while you are acting as a construction or demolition contractor. SB146968C (Ed. 10-19) Page 1 of 3 Copyright,CNA All Rights Reserved. SB146968C (Ed. 10-19) C. Under Businessowners Liability Conditions, the condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: An additional insured under this endorsement will as soon as practicable: 1. Give written notice of an occurrence or an offense to us which may result in a claim or"suit" under this insurance; 2. Tender the defense and indemnity of any claim or"suit"to us for a loss we cover under this Coverage Part; 3. Except as provided for in paragraph D.2. below: a. Tender the defense and indemnity of any claim or "suit" to any other insurer which also has insurance for a loss we cover under this Coverage Part; and b. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a claim or"suit"from the additional insured. D. With respect only to the insurance provided by this endorsement, the condition entitled Other Insurance of the BUSINESSOWNERS COMMON POLICY CONDITIONS is amended to delete paragraphs 2. and 3. and replace them with the following: 2. This insurance is excess over any other insurance available to the additional insured, whether primary, excess, contingent or on any other basis, But if required by the written contract or written agreement, this insurance will be primary and noncontributory relative to insurance on which the additional insured is a Named Insured. 3. When this insurance is excess, we will have no duty under Business Liability insurance to defend the additional insured against any "suit" if any other insurer has a duty to defend the additional insured against that "suit" If no other insurer defends, we will undertake to do so, but we will be entitled to the additional insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. E. Additional Insured—Extended Coverage When an additional insured is added by this or any other endorsement attached to this Coverage Part, the section entitled Who Is An Insured is amended to make the following natural persons insureds: If the additional insured is: 1. An individual,then his or her spouse is an insured; 2. A partnership or joint venture, then its partners, members and their spouses are insureds; 3. A limited liability company, then its members and managers are insureds; 4. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are insureds; or 5. Any type of entity,then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of: (1) "Bodily injury" or "personal and advertising injury" to any fellow employee or to any natural person listed in paragraphs 1.through 4. above; SB146968C (Ed. 10-19) Page 2 of 3 Copyright,CNA All Rights Reserved. SB146968C (Ed. 10-19) (2) "Property damage"to property owned, occupied or used by their employer or by any fellow employee; or (3) Providing or failing to provide professional health care services. F. The condition entitled Transfer of Rights of Recovery Against Others to Us of the BUSINESSOWNERS COMMON POLICY CONDITIONS is amended to deleted paragraph 2. and replace it with the following: 2. We waive any right of recovery we may have against any person or organization with whom you have agreed to waive such right of recovery in a written contract or agreement because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included within the "products-completed operations hazard." All other terms and conditions of the Policy remain unchanged. .„^ SB146968C (Ed. 10-19) Page 3 of 3 Copyright,CNA All Rights Reserved. CNA CNA8(09-14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY- OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COMMON POLICY CONDITIONS The following is added to Paragraph H. Other Insurance and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. All other terms and conditions of the Policy remain unchanged. CNA80103XX (09-14) Policy# 6025396574 Page 1 of 1 Copyright,CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission SB146902G CNA Policy Number: 6025396574 (Ed. 6-16) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. HIRED AUTO AND NON-OWNED AUTO LIABILITY This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS SCHEDULE Insurance is provided only with respect to those coverages for which a specific limit is shown: COVERAGE LIMIT Hired Auto Liability: $ 1,000,000 Non-owned Auto Liability: $ 1,000,000 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) PROVISIONS A. COVERAGE With respect only to the Coverage(s) for which a limit is shown in the SCHEDULE above, the insurance provided under Coverage A.1. Business Liability for "bodily injury" and "property damage" also applies to "bodily injury" or "property damage"arising out of the maintenance or use of a: • "Hired auto" used by you or your"employee"in the course of your business; and/or • "Non-owned auto" used in the course of your business. Maintenance or use of a "non-owned auto" includes test driving in connection with an"auto business." With respect only to the coverage provided by this endorsement, under Coverages, coverage A.1. Business Liability is amended to: 1. Delete paragraph A.1.b.(1)(b)and replace it with the following: b. This insurance applies: (1) To"bodily injury"and "property damage"only if: (b) The"occurrence"occurs during the policy period; and 2. Delete paragraph A.1.b.(2),. B. LIMITS OF INSURANCE With respect only to the coverage provided by this endorsement, SECTION D. Liability And Medical Expenses Limits of Insurance is deleted in its entirety and replaced with the following: D. Limits Of Insurance 1. Regardless of the number of: a. Insureds; b. Claims made or"suits"brought; c. Persons or organizations making claims or bringing"suits";or d. "Autos," the applicable Hired Auto Liability limit or Non-Owned Auto Liability limit shown in the Declarations is the most we will pay for damages under SECTION A. Coverages because of all "bodily injury"and "property damage" resulting from any one "occurrence" arising out of the maintenance or use of a "hired auto" or "non-owned auto." SB146902G (Ed. 6-16) Page 1 of 3 Copyright,CNA All Rights Reserved. CNA s(Ed .6 16 C. EXCLUSIONS With respect only to the insurance provided by this endorsement: 1. Under Exclusions, the paragraph entitled Applicable to Business Liability Coverage is amended to delete all exclusions except exclusions a., b., d.,e.,f.and i. and to add the following exclusions: This insurance does not apply to: • Fellow Employee "Bodily injury"to: (1) Any fellow "employee" of the insured arising out of and in the course of employment by the insured or while performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that fellow "employee" while as a consequence of Paragraph (1)above. • Care, Custody or Control "Property Damage"to: (1) Property owned or being transported by, or rented or loaned to the insured; or (2) Property in the care, custody or control of the insured. D. WHO IS AN INSURED With respect only to the insurance provided by this endorsement,Who Is An Insured is replaced by the following: Each of the following is an insured under this insurance to the extent set forth below: 1. You; 2. Subject to paragraph 3.c. below, your "employee" while operating an "auto" hired or rented under a contract or agreement, with your permission, in that "employee's" name, while performing duties related to the conduct of your business. 3. Anyone else including any partner or"executive officer"of yours while using with your permission a "hired auto"or a"non-owned auto"except: a. The owner or lessee (of whom you are a sublessee)of a "hired auto" or the owner or lessee of a "non-owned auto"or any agent or"employee"of any such owner or lessee; b. Your"employee" if the covered"auto" is owned by that"employee"or a member of his or her household; c. Your "employee" if the covered "auto" is leased, hired or rented by him or her or a member of his or her F household under a lease or rental agreement for a period of 180 days or more; d. Any partner or"executive officer"with respect to any "auto"owned by such partner or officer or a member of $ his or her household; e. Any partner or "executive officer" with respect to any "auto" leased or rented to such partner or officer or a member of his or her household under a lease or rental agreement for a period of 180 days or more; f. Any person while employed in or otherwise engaged in duties in connection with an "auto business," other than an "auto business"you operate; g. Anyone other than your "employees," partners, a lessee or borrower or any of their "employees," while moving property to or from a"hired auto"or a"non-owned auto"; or 4. Any other person or organization, but only with respect to their liability because of acts or omissions of an insured under 1., 2.or 3. above. E. AMENDED DEFINITION The Definition of"insured contract"in Section F—Definitions is amended by the addition of the following exceptions to paragraph f.: SB146902G(Ed. 6-16) Page 2 of 3 Copyright,CNA All Rights Reserved. CNA SB146902G (Ed.6-16) Paragraph f.does not include that part of any contract or agreement: • That pertains to the loan, lease or rental of an "auto" to you or any of your "employees," if the "auto" is loaned, leased or rented with a driver; or • That holds a person or organization engaged in the business of transporting property by "auto" for hire harmless for your use of a covered "auto" over a route or territory that person or organization is authorized to serve by public authority. F. ADDITIONAL DEFINITIONS Section F. Definitions is amended by the addition of the following definitions: a. "Auto Business"means the business or occupation of selling, repairing, servicing, storing or parking"autos." b. "Hired auto" means any "auto"you or your"employee" lease, hire, rent or borrow in the course of your business. This does not include: i. Any"auto"you lease, hire or rent under a lease or rental agreement for a period of 180 days or more,or ii. Any"auto" you lease, hire, rent or borrow from any of your"employees," partners, stockholders, or members of their households. c. "Non-owned auto" means any "autos" you do not own, lease, hire, rent or borrow that are being used in the course and scope of your business at the time of the "occurrence." This includes "autos" owned by your "employees" or partners or members of their households but only while being used in the course and scope of your business at the time of the"occurrence." If you are a sole proprietor, "non-owned auto" means any "autos" you do not own, lease, hire, rent or borrow that are being used in the course and scope of your business or personal affairs at the time of the"occurrence." G. With respect only to the operation of a "hired auto" or "non-owned auto," Paragraph H, of the Businessowners Common Policy Conditions is deleted and replaced with the following: H. Other Insurance 1. Except for any liability assumed under an "insured contract"the insurance provided by this Coverage Form is excess over any other collectible insurance. However, if your business is the selling, servicing, repairing, parking or storage of "autos," the insurance provided by this endorsement is primary when covered "bodily injury" or"property damage" arises out of the operation of a customer's"auto"by you or your"employee." 2. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. All other terms and conditions of the Policy remain unchanged. SB146902G(Ed. 6-16) Page 3 of 3 Copyright,CNA All Rights Reserved.