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HomeMy WebLinkAboutAGMT - NV5 Inc (Bolsa Chica Water Well--Construction Management and Inspection Services)PROFESSIONAL SERVICES AGREEMENT for Bolsa Chica Water Well — Construction Management and Inspection Services between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 N NV5, Inc. 163 Technology Drive, Suite 100 Irvine, CA 92618 (949) 585-0477 This Professional Service Agreement ("the Agreement") is made as of July 26, 2021 (the "Effective Date"), by and between NV5, Inc. ("Consultant"), a California corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). 19*40i_1>�I A. City desires certain professional construction management and inspection services. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City desires to retain Consultant as an independent contractor to provide professional Bolsa Chica Water Well - Construction Management and Inspection Services. C. Consultant represents that the principal members of its firm are qualified professionals and are fully qualified to perform the professional services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees. D. City desires to retain Consultant as an independent contractor and Consultant desires to serve City to perform those services in accordance with the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services (collectively "Services") set forth in the Scope of Services attached hereto as Exhibit A and incorporated herein by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Consultant, and Consultant's staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Consultant and Consultant's staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any 2of19 and all applicable professional standards of care. The acceptance of Consultant's work by the City shall not operate as a release of Consultant from such standard of care and workmanship. 1.5. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term 2.1. The term of this Agreement shall commence on July 26, 2021, and shall remain in full force and effect until July 26, 2024, unless sooner terminated as provided in Section 5.0 of this Agreement. 3.0 Consultant's Compensation 3.1. City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for the Services but in no event will the City pay more than the total not -to -exceed amount of $260,375.00 (Two Hundred Sixty Thousand Three Hundred Seventy -Five and 00/100 dollars) for the Term. 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the Services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for three (3) years following the termination of this Agreement. 3of19 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Luanne Bean is the Consultant's primary representative for purposes of this Agreement. Luanne Bean shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. Consultant may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 -8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: NV5, Inc. 163 Technology Drive, Suite 100 Irvine, CA 92618 Attn: Jeffrey Cooper 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Permits and Licenses Consultant and all of Consultant's employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, permits and 4of19 certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code. 9.0 Independent Contractor 9.1. Consultant is an independent contractor and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be performed by Consultant or by Consultant's employees or other personnel under Consultant's supervision. Consultant will determine the means, methods, and details by which Consultant's employees and other personnel will perform the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 9.2. All of Consultant's employees and other personnel performing any of the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant and Consultant's personnel shall not supervise any of City's employees; and City's employees shall not supervise Consultant's personnel. Consultant's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant's personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Consultant's personnel require to perform any of the Services required by this Agreement. Consultant shall perform all Services off of City premises at locations of Consultant's choice, except (1) as otherwise required for the performance of Services on City real property, vehicles or equipment; (2) as otherwise may from time to time be necessary in order for Consultant's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant's performance of any Services under this Agreement, or (3) as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Consultant from time to time for Consultant's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. 9.3. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant's personnel in connection with their performance of any Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and 5of19 subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 9.4. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 9.0. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Consultant's indemnifications and obligations under this Section shall survive the expiration or termination of this Agreement. 10.0 PERS Compliance and Indemnification 10.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Consultant shall assure compliance with the Public Employees' Retirement Law ("PERE"), commencing at Government Code § 20000, as amended by the Public Employees' Pension Reform Act of 2013 ("PEPRA"),. and the regulations of PERS. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the PERL, PEPRA or any other applicable retirement laws and regulations. 10.2. Indemnification. Consultant shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to 6of19 Consultant's violation of any provisions of this Section 10.0. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Consultant's indemnification and obligations under this Section shall survive the expiration or termination of this Agreement. 11.0 Confidentiality 11.1. Consultant covenants that all data, reports, documents, surveys, studies, drawings, plans, maps, models, photographs, images, video files, media, discussion, or other information (collectively "Data & Documents") developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary," provided Consultant gives City notice of such court order or subpoena. 11.2. Consultant shall promptly notify City should Consultant, 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 or with respect to any project or property located within the City. City may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct or rewrite the response. 11.3. Consultant's covenants under this Section shall survive the termination or expiration of this Agreement. 12.0 Ownership of Documents and Work Product 12.1. All Data & Documents shall be and remain the property of City without restriction or limitation upon its use, duplication or dissemination by City. All Data & Documents shall be considered "works made for hire," and all Data & Documents and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, 7of19 duplication or dissemination by City. Consultant shall not obtain or attempt to obtain copyright protection as to any Data & Documents. 12.2. Consultant hereby assigns to City all ownership and any and all intellectual property rights to the Data & Documents that are not otherwise vested in City pursuant to the paragraph directly above this one. 12.3. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Written Products produced under this Agreement, and that City has full legal title to and the right to reproduce the Data & Documents. Consultant shall defend, indemnify and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City's use of any of the Data & Documents is violating federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and Data & Documents produced under this Agreement. In the event the use of any of the Written Products or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Consultant, at its expense, shall: (1) secure for City the right to continue using the Data & Documents and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (2) modify the Data & Documents and other deliverables so that they become non - infringing while remaining in compliance with the requirements of this Agreement. These covenants shall survive the expiration and/or termination of this Agreement. 12.4. Upon expiration or termination of the Agreement, Consultant shall deliver to City all Data & Documents and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City. If Consultant prepares a document on a computer, Consultant shall provide City with said document both in a printed format and in an electronic format that is acceptable to City. 13.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 8of19 14.0 Prohibition Against Assignment or Delegation Consultant shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City's prior written consent. Any purported assignment or delegation in violation of this Section shall be void and without effect, and shall entitle City to terminate this Agreement. As used in this Section, "assignment" and "delegation" means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs. 15.0 Inspection and Audit of Records Consultant shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Consultant shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 15.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 16.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA and other applicable state and federal laws. City may issue restraint or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Services. Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations. Consultant shall immediately report to the City any hazardous condition noted by Contractor. 9of19 17.0 Insurance 17.1. General Requirements. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. 17.2. Minimum Scope and Limits of Insurance. Consultant shall, at its sole cost and expense, procure, maintain and keep in full force and effect for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement, as follows: 17.2.1. Commercial General Liability Insurance: Consultant shall maintain limits no less than $2,000,000 per occurrence for bodily injury, personal injury and property damage; and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit: Coverage shall be at least as broad as the latest version of Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds; 17.2.2. Automobile Liability Insurance: Consultant shall maintain limits no less than $1,000,000 per accident for bodily injury and property damage. Coverage shall be at least as broad as Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto).. 17.2.3. Workers' Compensation Insurance in the amount required by law; and Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease; 17.2.4. Professional Liability (or Errors and Omissions) Liability. , within minimum limits of $1,000,000 per claim/aggregate. If a "claims made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years. 17.3. Acceptability of Insurers. The Insurance policies required under this Section shall be placed with insurers with a current A.M. Best's rating no less than A-Vill, licensed to do business in California, and satisfactory to the City. 17.4. Additional Insured. 10 of 19 17.4.1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents acting as independent contractors in the role of City officials shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work. 17.4.2. For automobile liability, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials, shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 17.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies. 17.5. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its elected and appointed officials, officers, employees, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials; 17.6. Primary and Non -Contributing. Coverage shall be primary insurance as respects the City, its elected officials, officers, employees, agents, designated volunteers designated volunteers and agents serving as independent contractors in the role of City officials, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its elected officials, officers, employees, agents. designated volunteers designated volunteers and agents serving as independent contractors in the role of City officials, shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; 17.7. Separation of Insureds. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials. 11 of 19 17.8. Deductibles and Self -Insured Retentions. Any deductibles or self- insured retentions shall be declared to and approved by City. Consultant guarantees that, at the option of City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials; or (2) Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 17.9. Waiver of Subrogation. Each insurance policy required by this Agreement shall expressly waive the insurer's right of subrogation against City and its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials. Consultant hereby waives all rights of subrogation against City. 17.10. City Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Consultant's policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant's expense, the premium thereon. Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant. 17.11. Evidence of Insurance. Prior to the performance of Services under this Agreement, Consultant shall furnish City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section on forms satisfactory to and approved by City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall maintain current endorsements on file with City's Risk Manager. All certificates and endorsements shall be received and approved by the City before work commences. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Consultant shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two weeks prior to the expiration of the coverages. 17.12. Indemnity Requirements Not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant's liability or as full performance of Consultant's duty to indemnify City under Section 18.0. 12 of 19 17.13. Broader Coverage/Higher Limits. If Consultant maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. 17.14. Subcontractor Insurance Requirements. Consultant shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section. 18.0 Indemnification, Hold Harmless, and Duty to Defend 18.1. Indemnity for Design Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, indemnify and hold harmless City and its elected and appointed officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 18.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens, and losses of any nature whatsoever, including but not limited to fees of attorneys, accountants and other professionals and all costs associated therewith, and reimbursement of attorneys' fees and costs of defense (collectively "Claims"), in law or in equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful misconduct of Consultant, its officers, directors, agents, servants, employees, subcontractors, contractors or their officers, directors, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of design professional services under this Agreement by a "design professional," as the term is defined under California Civil Code § 2782.8(c). Notwithstanding the foregoing and as required by Civil Code § 2782.8(a), in no event shall the cost to defend the Indemnitees that is charged to Consultant exceed Consultant's proportionate percentage of fault. 18.2. Other Indemnities. 18.2.1. Other than in the performance of design professional services and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens and losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Liabilities"), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, 13 of 19 agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 18.2.2. Consultant shall indemnify and hold harmless City in accordance with Sections 9.0 and 10.0. 18.3. Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 18.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant's subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant's subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Claims or Damages arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. 18.4. Workers' Compensation Acts Not Limiting. Consultant's indemnification obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its elected and appointed officers, officials, agents, employees, designated volunteers and those City agents serving as independent contractors in the role of City officials. 18.5. Insurance Requirements Not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities and obligations in this Section shall apply regardless of whether or not any insurance policies are 14 of 19 determined to be applicable to the Claims or Liabilities asserted against City or any of the other Indemnitees. 18.6. Survival of Terms. Consultant's indemnifications and obligations under this Section 18.0 shall survive the expiration or termination of this Agreement. 19.0 Non -Discrimination Equal Employment Opportunity Consultant affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, agephysical disability, mental disability, medical condition, genetic information, or any other basis prohibited by law. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation, or any other basis prohibited by law. 20.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 21.0 Prevailing Wage and Payroll Records To the extent that this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B, attached hereto and incorporated by reference herein. 22.0 Entire Agreement This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties. 23.0 Severability 15 of 19 The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 24.0 Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a superior court with geographic jurisdiction over the City of Seal Beach. 25.0 No Third Party Beneficiaries This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity shall be deemed to have any rights hereunder against either party by virtue of this Agreement. 26.0 Waiver No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the Party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states. 27.0 Prohibited Interests; Conflict of Interest 27.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant 'financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 16 of 19 27.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 27.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this Section. 28.0 Final Payment Acceptance Constitutes Release The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents. 29.0 Corrections In addition to the indemnification obligations set forth above, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction. 17 of 19 30.0 Non -Appropriation of Funds Payments to be made to Consultant by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant's Services beyond the current fiscal year, this Agreement shall cover payment for Consultant's Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. 31.0 Mutual Cooperation 31.1. City's Cooperation. City shall provide Consultant with all pertinent Data, documents and other requested information as is reasonably available for Consultant's proper performance of the Services required under this Agreement. 31.2. Consultant's Cooperation. In the event any claim or action is brought against City relating to Consultant's performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires. 32.0 Time of the Essence Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement. 33.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 34.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 18 of 19 35.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH M Attest: By: Approved as By: .�- Z raig A. Steele, City Attorney CONSULTANT: NV5, Inc., a California corporation By: 4 �/� - Name: Je7,rey W. Coope Its: V' President By: Name: Its: Corporate (Please note, two signatures required for corporations pursuant to California Corporations Code Section 313 from each of the following categories: (i) the chairperson of the board, the president or any vice president, and (ii) the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) 19 of 19 EXHIBIT A Consultant's Proposal 000 00 June 17, 2021 City of Seal Beach N V 5 Attn: Iris Lee Deputy Public Works Director/City Engineer 211 Eighth Street Seal Beach, CA 90740 SUBJECT: Construction Management and Inspection Services for the Bolsa Chica Water Well Improvements Dear Ms. Lee, NV5, Inc. is excited to have the opportunity to provide Construction Management and Inspection Services to the City of Seal Beach (City) for the subject project. Our team has the knowledge and experience to assure your project is completed on schedule and within budget. NV5's strengths include the following: Current Partnership: Our experience and strong existing relationship with the City give us the ability to continue providing construction support services for your projects. We operate with a working knowledge of your staff, processes and environment, enabling us to provide outstanding cost- and time -efficient services. Specifically, our team is currently providing on-call inspection services and has recently provided constructability review services for this project. Relevant Experience: Our team has decades of experience providing construction management and inspection services on projects of similar scope and size. In addition, our team recently provided constructability review services for this project and is thoroughly familiar with the project and its requirements. Proposed Team: Understanding both the project requirements and the scope of services requested by the City, we have selected Project Manager/Senior Construction Manager Luanne Bean, PE, to act as the Construction Manager for this project. Ms. Bean possesses more than 30 years of public works engineering experience with a focus on water and wastewater capital improvement projects. Working with a variety of agencies, she is thoroughly familiar with local, state and federal requirements. Assisting Ms. Bean on this project is Eric Charlonne. Mr. Charlonne has more than 40 years of extensive and diverse experience in municipal engineering and construction management of capital improvement design and construction projects, including water, streets, storm drains, sewers, parks and buildings. For Construction Inspector, we propose Daniel Warren, who has more than 25 years of experience in public works. Mr. Warren has a significant knowledge of all aspects of public utilities and provides expert quality control for all aspects of potable water, sewer, and recycled water projects. As an alternate, we also propose Duane Neyens, who has more than 30 years of experience in the construction industry, including experience as a construction inspector, engineering inspections supervisor and city construction manager. Mr. Neyens is currently providing on-call construction inspection services to the City and is thoroughly familiar with the City and its processes. Accessibility and Responsiveness: Our professionals take pride in providing immediate response and personal attention to our clients' needs. Additionally, each of our Construction Inspectors has been provided with an iPad and will be using our exclusive iPad application to prepare daily reports with photos. These reports are uploaded to our servers at the end of each day and can be made available to the City immediately; granting you convenient, full access to the current status and progress of your projects. NV5 looks forward to the opportunity to work with the City and help you achieve your goals and objectives. If you need further information, we may be reached by phone at (949) 585-0477, or electronically at luanne.bean@nv5.com and jeff.cooper@nv5.com. Thank you for your time and consideration. Sincerely, NV5 mss- - �;<<.�; Luanne Bea4E Jef ey M. ooper, PE Senior Construction Manager Vi a President for Water/Wastewater (Authorized Signer) 163 Technology Drive, Suite 100 Irvine, CA 92618 www.nv5.com Office: 949.585.0477 Fax: 949.409.8182 PROJECT UNDERSTANDING The City is undertaking the Bolsa Chica Water Well Improvements Project CIP No. WT1603, which is in the final engineering design phase with engineering expected to be completed in late spring 2021. This project will rehabilitate the Bolsa Chica Water Well and was identified in the 2003 Water System Master Plan. This project will rehabilitate or replace the well site pumps, generators, motors and water treatment equipment. This project will significantly expand the City's existing fixed assets. The engineering specifications allow for 370 working days of contract duration from the NTP to the completed project. NV5 expects a significant portion of this time frame to be taken up in the submittal review process followed by the material procurement process. Additionally, NV5 has seen significant impacts to material availability and pricing due to the impacts of COVID-19, making the 370 working days appear to be a reasonable time frame for the construction materials procurement period followed by in -the -field construction. The City's CIP budget reflects $765,000 for construction management and construction moving forward into 2021 and 2022. Overall, this project will greatly enhance the integrity and reliability of the City's existing distribution system and restore the operations functionality of the system. NV5's Construction Manager, Luanne Bean, PE, has successfully completed multiple projects of similar complexity to the Bolsa Chica Water Well Improvements Project. Additionally, NV5 will have a certified inspector assisting Ms. Bean in the field. The inspector will be present on-site to assure the quality control requirements as outlined in the plans and specifications are followed by the construction Contractor and documented. Ms. Bean will be your dedicated Construction Manager throughout this project to assure the City receives a quality project that is completed on time per the contract plans and specifications. The Contractor's work we will be inspecting includes the following: • Demolition of select elements including existing well pump/motor, discharge piping & valves, etc. • Demolition and disposal of existing on-site sodium hypochlorite generation systems. • Demolition and disposal of existing natural gas engine and shade structure. • Demolition and disposal of existing VFD, switchboard, and electrical cabinets/panels • Video survey of well casing • Well rehabilitation (optional item) • Furnishing and installing well pump, motor, column piping, discharge piping, waste piping, pressure relief piping and valves. • Construction of new well pump steel canopy and foundations; • New on-site sodium hypochlorite generation system. • New emergency diesel backup generator, ATS, and permitting with AQMD. • New Electrical and control modifications, VFD's, and PLCs. • Construction of new 4 -inch drain and sewer connection to existing Midway City Sanitary District sewer; • Construction of AC pavement, concrete slab, concrete curb and gutter replacement, and new CMU wall. PROJECT -SPECIFIC ISSUES The project specifications call for video survey of the existing well followed by the optional item of work, cleaning the existing well. Depending on the findings of the video survey, different methods of cleaning may be required. An overly aggressive cleaning methodology can actually damage an existing well, and our Construction Manager, along with the City staff and engineering team, will make certain that review of the well video logs matches the methodology to be employed by the Contractor to minimize the risk of damaging the existing well. COVID-19 provides another project issue, with potential impacts to staffing and material availability and material costs. Careful management and adherence to the City's COVID-19 protocols are important to mitigate risks of infection to our staff, the Contractor's workforce, and the City and engineering staff as well. We have found that there is a material availability issue as well that has been impacted by COVID-19. While all material suppliers have committed to being essential suppliers, their ability to produce materials at the same rate as before COVID-19 may have been adversely impacted, resulting in an imbalance to supply and demand. Careful management of the Contractor's submittal review and approval process should mitigate the material supply issue by allowing the Contractor timely material ordering capabilities once the submittals are approved. NV5 will constantly monitor this process. Permitting is another project -specific issue, with a Department of Water Resources permit required for the new facility. Additionally, a double permit through the South Coast Air Quality Management District (SCAQMD) is required for the new diesel generator. NV5 will assist the Contractor and the City with the process to assure timely submission of paperwork to these entities so that when the work is complete, the permits are in the City's hands to operate the newly rehabilitated facility. PROJECT APPROACH In order to assure the project is constructed to the requirements of the plans and specifications, the City is seeking a construction management firm with certified inspectors for the duration of the project to perform shop drawing review and approval, request for information resolution, daily construction observation while the Contractor is on-site in the field, special inspection for soils compaction and materials testing, and general construction management duties. These duties are explained in detail as follows. Construction Management, Inspection, and Project Management: Your Construction Manager will also be your dedicated Project Manager as a cost savings measure to the City. NV5 will work with the City to: 1. Represent Your Best Interest: NV5 will represent the City's best interest in all matters of every project. 2. Provide Leadership: NV5 lead personnel are selected and retained because of their leadership abilities. 3. Enforce Contract Requirements: NV5 will enforce the contract requirements of every project to assure all provisions of the contract are met and the quality requirements of the project are not compromised. 4. Take Ownership of the Project: NV5 CM Team members will take a "pride of ownership" approach to the construction of every project and will inspect the construction works as if they were building the project for their own personal use. 5. Deliver a High -Quality Project: The "pride of ownership" approach assures NV5 will deliver a long-lasting, quality project. NV5 understands that our Construction Manager and Inspectors make up the core of NV5's Construction Management Team and will be integrated with the City's team. The service life of retrofitted or newly constructed projects depends on the construction workmanship and quality of materials used in the construction. NV5's Construction Management Team will make certain materials used in the work comply with specifications and are installed with the workmanship as required from the Contract Documents. All transactions with the Contractor will be transparent to the City, coordinated with the City and documented in writing by NV5. Daily reports will be distributed to the City. SIGNMIM FEATURES ✓ Timely Response to the Contractor for Submittal Review, RFIs, and Change Orders ✓ Monitoring Critical Path Submittals and Material Procurement ✓ Documented Compliance to Plans and Specifications through Inspector's Daily Reports ✓ Fully Coordinated Shutdowns Without Unplanned Outages ✓ City's Zero -Tolerance for Security Issues ✓ Daily Coordination with the City's Project Manager ✓ W5's Project Ownership ✓ Contractor's Red -Line As-Builts and O&M Manuals ✓ Disinfection, Bac-T, Startup & Testing run timely and smoothly ✓ Timely Operator Training ✓ City's Permit to Operate Documented Inspection Services, including Reporting and IPad Daily Reports: This project will require inspection of the work performed by the Contractor by NV5 inspectors. Our inspectors send out an email blast at the end of every day to quickly inform the City of the highlights of the Contractor's work. Then our inspectors fill out an Inspector's Daily Report to fully document the Contractor's work products via our proprietary iPad application that can be tailored to meet the City's needs. This application is one of many ways NV5 is working to be innovative to get the most accurate and timely information to the City. Materials Testing and Compaction Verification: NV5 understands that no soils report is available for the site. Therefore, NV5 has an allowance for Materials and Compaction Testing, which will be coordinated by our Inspector and Construction Manager/Project Manager. It will include 2 prism testing of the CMU, up to 4 concrete strength tests, 1 week of field soils compaction testing for the foundation system, and 1 set of tests on the AC material. We will collect these specialized material and compaction testing reports and append them to the project files. Written, Photographic, and Final Documentation: Written and photographic documentation is essential to provide a clear record of the construction to any party who may wish to become informed of the project's progress at any time. NV5 personnel will comply with the documentation procedures established by the City. Daily Observation Reports adequately describing the contractor's accomplishments with photographic documentation will be completed and submitted on a weekly basis to the City. The reports will provide advance warning of potential problem areas and will document the Contractor's progress made in the field, any issues and their resolution supported by the plans and specifications. Digital photographic documentation will be provided to the City on a monthly basis, or more often if needed for City Council Meetings and public events. NV5 will transmit our project files to the City and will include all project construction documentation from daily reports, RFIs, submittals, as-builts, etc. for the City's use and filing. NV5 will transmit the final verified red -line as -built files received from the Contractor to the City and their Design Engineer for incorporation into the AutoCad final record drawings. All project documentation will be transmitted to the City electronically on a flash drive for final record keeping. Traffic Control Plan, Maintaining Traffic and Public Safety: The project is located at Old Bolsa Chica Road at Bolsa Chica Road. A key concern during construction is maintaining traffic and public safety, and the safety of the Contractor's employees, the City's staff and NV5's staff is of paramount importance. Traffic will be impacted during the final portion of construction, when the Contractor is repaving the entrance to the facility. Traffic Control plans will be filed by the Contractor with the City for lane closures during this work period. It is important that both northbound and southbound lanes remain open during construction, as the businesses such as the Boxes and Moving Supplies at 13198, the Bolsa Chica Self Storage at 13197, and the Caltrans Utility Yard at 13193 Old Bolsa Chica Road have no other access points. NV5 will make certain that we coordinate with the City and that Traffic Control has been picked up whenever the Contractor is not working. NV5 will make certain that the Contractor has properly implemented the approved Traffic Control plan to minimize disturbances to traffic flow. Meetings, Project Coordination and Communication: Our approach to this project will be to establish from the kickoff meeting, continuing with the biweekly meetings with the City and the Contractor, the construction schedule, a line of communication, and a review of the Contractor's work processes to be followed throughout the project duration. Additional meetings will be held outside of the regular meetings for final coordination before start up and testing to assure that everyone involved understands what has to be done, what their duties are, and how these items are to be performed. NV5 will actively promote the cooperation of all involved parties through the use of formal and informal methods. Lines of Communication and Team Integration: During construction, a quick response to critical issues are one of the keys to a successful project. Our project communication starts at the top with our Project Manager. NV5's staff has an open door policy with our clients, and our staff can be reached at anytime to openly discuss project issues via cell phone. Noted corrections to the Contractor's work by our staff will be directed to the Contractor's on-site superintendent/foreman in responsible charge followed by written documentation in the form of Daily Logs, Corrective Action Notices, or other written documentation, which would also be copied to City of Seal Beach. This method of communication would serve to resolve conflicts in the field in a timely manner as well as to manage and assure effective and documented internal and external communications. All of our staff will bean integrated team with the City. We will work directly with the City in person or electronically to assure that the City's requests are addressed in a timely fashion followed by written documentation of critical decisions as necessary. City's Engineer -Furnished Services: NV5 assumes that the City's design consultant (Engineer) will be available to answer questions during the project, especially with regard to those items that may have an extensive history or to those items that the City may have a strong preference for. NV5 assumes that the City will assist in coordinating and providing the existing project documentation prior to construction and provide timely assistance during the construction process for items that require the City's review or consent, such as substitutions or corrections of the Contractor's defective work. NV5 will keep the City's Engineer informed as the project progresses, paying particular attention to critical items, cost, and construction schedule. Pre -Construction Phase, Field Verification, RFIs and Submittals: Much of the key and critical work will be performed during the preconstruction phase. The Contractor must pothole to verify the connection pipeline sizes and configurations prior to submitting the shop drawings. NV5 understands that the critical path of this project involves the submittal review and material procurement process and will work with the City to expedite those critical submittals. Accurate submittal review and RFI response in a timely fashion is the first step to assuring project compliance in accordance with the requirements of the plans and specifications. Our assigned Construction Manager will perform a thorough review of the Contractor's submittals and inform the City of anything significant found in the review. This work includes review and approval of shop drawings, answering RFIs, and the Contractor's ordering of the materials, including the long -lead valves and other critical path materials. During this time period, NV5 will work together with the City and the Contractor through meetings, conference calls, emails and telephone calls to keep the City informed and in the loop on all project details. NV5 has assumed that the City's design engineer will be available to respond to technical submittals and RFI, and that NV5 in general can manage the non-technical submittals and RFIs as a fully integrated team. NV5 will track and manage all submittals and RFIs throughout the review process. Utility Location: It remains the Contractor's responsibility to identify and mark all underground utilities within the project area that may be in the way of the work. Existing utility crossings can slow a project and cause change orders if not encountered as shown on the plans. NV5 will make certain that the Contractor properly performs the USA alerts, and that the Contractor potholes all known utility locations. We will assure that the Contractor locates utilities, calls/ follows up with the USA DigAlert for public utilities prior to construction and notes any deviations from the utilities shown on the plans for clarification by the City and our staff. Dewatering & NPDES Permits, BMPs, and Double Permits: A dewatering plan is required to be submitted by the Contractor well in advance, detailing how the Contractor intends to dewater, including not allowing the water within the pit to rise to the invert of the pipeline, thus contaminating the pipeline, as well as pumping and discharge locations. Once the City enacts a shutdown, the Contractor will have to dewater the pipelines to be removed, in accordance with the approved dewatering plan and the City's NPDES permit. NV5 will assure that the Contractor has adequate pumps and backup pumps on-site to make certain that the level of the water accumulating within the excavation does not flood the excavation to the degree that the water level rises to the elevation of the bottom of the pipe, thereby contaminating the entire reach of pipeline between the existing shutdown valves. During excavation and earth -moving activities, NV5 will make certain that the Contractor has the appropriate BMPs in place to avoid track off, for example, to the City streets, and runoff, should a rain event occur. Construction Safety and Public Safety: Safety is NV5's top priority, and safety in and around the construction planned by your projects will be of concern for project participants. NV5 is committed to developing a positive safety culture and delivering the highest standard of health and safety performance. Safety is always a priority for NV5. Our goal is "Zero Incidents" on every project, which is why all construction management personnel are OSHA -trained. Shutdown and Startup and Testing and Disinfection Coordination: The City's design engineers have detailed in the specifications the required coordination from the Contractor for the shutdown, testing, and startup of the facility. These specifications require a specific notice from the Contractor to the City. The specifications require the Contractor to submit a written startup and testing plan for review and approval a week in advance of startup and testing. NV5 will schedule coordination meetings in advance of the testing and startup. These meetings with the Contractor and the City will enable the Contractor to place the appropriate and agreeable information in his written testing and startup plan. Furthermore, NV5 will make certain the Contractor appropriately places the disinfection, testing, and startup, and tie-ins on the CPM schedule. NV5 understands that the lab samples must be taken on two consecutive days, commencing 24 -hours post disinfection to test for Bac-T and HPC. NV5 will make certain these specifications are understood in advance by the Contractor, minimizing the risk to the City so that all work proceeds per plan on the final startup, testing, and commissioning of the new facility. Protection for Existing Elements: Certain portions of the existing facility are to remain. NV5 will make certain that the Contractor takes adequate precautions to protect these elements in place. Hazardous Materials: While we do not expect to encounter hazardous materials here, it is not unreasonable to be on the lookout for hazardous materials during demolition and excavation. For example, while an active oil or gas line is usually marked by USA, often abandoned oil or gas lines are not. Lead and asbestos may also be encountered in the existing facilities' painted pipelines, for example. NV5 will immediately alert the City should the Contractor encounter a hazardous material. Then we will fully document this and work with the City and the Contractor for an effective resolution. Public Interaction: NV5 is the first line that the public sees on a day -today basis, and Ms. Bean's 24/7 contact information can go out on flyers if required. This project affects the Old Bolsa Chica Road intersection as well as the adjacent businesses and traffic directly. We will listen to the public's concerns and provide the appropriate information, such as schedule duration and what the work involves. We also will be sure to pass on any information to the City if requested by the public. Since we are right there interacting directly with the public, it is imperative that NV5 represents the City's interests and listens to and resolves any complaints about the project so that the complaints do not escalate. Liquidated Damages: Liquidated damages are in place within the Special Provisions of the specifications. This means that NV5 has a duty to evaluate the Contractor's Critical Path Construction Schedule and alert the City and the Contractor of elements that may extend the duration of the Contract. Durations will be evaluated for merit extension based on a Time Impact Analysis to be performed by the Contractor and reviewed by NV5. TIAs will prove merit or not, and based on these analyses, NV5 will recommend either a time extension with or without extended overhead due the Contractor or liquidated damages against the Contractor. Our review and recommendations provide the City with the necessary information to make informed decisions regarding time. Duration and Timing: This project has a duration of 370 working days, which includes shop drawing production, material procurement and field installation of the work. Long -lead time for the valves is included, and field time to perform the renovations also includes pre -construction notifications, video/photography and potholing, plus the full construction work. Additionally, all work, including facility disinfection, Bac-T testing, startup and testing, 0&M manuals, and closeout, must be completed within this time frame. It is critical that the Contractor's baseline Critical Path Schedule allow for sufficient time to complete these activities per the specifications, and NV5 will be on the lookout for these and other elements during the review process. We have allocated time in our fee schedule for nine (9) months of inspection and construction management given the large amount of time for procurement of materials on the Contractor's side prior to commencement of construction activities. Claims Avoidance: Claims and change orders can be minimized with advance knowledge of potential problem areas. This is best accomplished by a thorough review of the plans and specifications, together with field investigations as noted by our on-site staff. Minimizing claims leads to less cost, fewer schedule delays and fewer problems. NV5 will assist with identifying potential claims and meet with the City to help resolve any problems. Cost Control: Cost control begins with our Notice to Proceed from the City. This is a feature that involves both our internal project costs and the construction costs from the Contractor, since both of these are separate contracts by the City that NV5 must monitor and control. To monitor our internal costs and schedules, specific control systems are established and updated regularly within NV5. To monitor the Contractor's costs, NV5 will evaluate the Contractor's Schedule of Values and Pay Requests as compared to the work completed and the Contractor's schedule. Only work completed will be allowed to be submitted in the Contractor's properly formatted Pay Request, complete with the required lean releases, schedule update and certified payrolls. By monitoring the Contractor's baseline schedule against the actual earned value of the schedule, it can be estimated if the Contractor is ahead of or behind in schedule, and therefore construction costs. NV5 will alert the City if the Contractor falls behind schedule, because often this means the Contractor is losing money and often will try and cut corners to catch up, which will not be tolerated by NV5. Resolving Issues: NV5 has a vast array of experience from other projects that readily applies to the City's project. Our experienced on-site Construction Inspectors and Construction Manager will always be on the lookout to protect the City's interest in the Contractor's execution of construction of the work. Quick resolution of issues and keeping all parties informed will result in mitigating project time and cost impacts. Dust, Trash and Noise Control: These are always sensitive issues on construction projects, and more so for this project since we will be working adjacent to private property and public businesses. It is extremely important for the Contractor to keep the construction site clean, as the Contractor's activities directly impact private property and adjacent businesses. The Construction Inspector will be proactive in identifying potential problems in the areas of dust control, trash, and noise pollution. Our Construction Inspector will work with the Contractor to avoid public complaints. Contractor's Schedule of Values and Pay Requests: The Contractor's Schedule of Values and Pay Requests will be reviewed for accuracy by NV5 prior to making the appropriate payment recommendations to the City. We will recommend approval or disapproval to the City by comparison to known and monitored quantities of on- site materials and work completed. NV5 will assure that the additional paperwork required within the Contract Documents, such as labor data and schedule updates, are included within the pay request. Project Completion, Final Phase: Upon completion of the project, the Contractor must replace the asphalt pavement within the working zone. We will coordinate with the City Traffic for the total area requiring asphalt repair. Repair also will include any traffic loops as well as striping, which may have been affected by construction. Work Flow Diagram Summary: NV5 has detailed a Work Flow Diagram on the following page to illustrate the process of a smoothly run and managed construction project with various activities and deliverables expected throughout the pre -construction, construction and project closeout phases. Construction Manager Construction Inspector Responsibilities Responsibilities 11 Generate Final Punch List Review and Submit Record Drawings II "Peviewnd Approve 1"Mem s +t•h nv� 3 ham.:::. ,t` { 5— ' II "Peviewnd Approve 1"Mem SCOPE OF SERVICES A. Construction Management and Project Management: Construction Management and Project Management services to provide oversight part time during 24 months of the total project, including 6 months of the anticipated construction activities. Our Construction Manager/Project Manager will coordinate the work, and be on-site to resolve issues as needed. Additionally, our Construction Manager/ Project Manager will keep the City informed of the progress of the project on a regular basis. Ms. Bean is also available on a 24/7 basis should something arise needing immediate attention after hours. B. Inspection: Provide Daily Inspections and Documentation throughout the project once the Contractor mobilizes to the site. We anticipate this will be six (6) months in construction, requiring full- time and/or part-time inspection. NV5's inspections are designed to document required compliance with the City's quality control requirements as outlined in the approved plans and specifications. Inspection work is prevailing wage, and the requirements of the State of California Department of Industrial Relations will be followed with the first 8 hours at regular time, and 1.5 times the base rate for 8 to 12 hours and Saturday work, and double time for overtime and Sunday work. A daily email to all parties that includes the work completed that day will be sent. Additionally, NV5 has our iPad system for inspectors' daily reports, which will be regularly uploaded to a drop box for the City's use and project documentation of the inspections. C. Meetings: Bi -weekly Teams Meetings will be initiated for this project with the City, the City's Design Engineer as needed, the Contractor, utility companies as needed, and permitting agencies as needed to keep the project team informed. A project - specific Agenda will be developed and Minutes issued promptly after each meeting. Up to six (6) limited on-site meetings will be held to resolve site- specific issues that cannot be resolved over a Teams conference. D. Submittals and RFIs: NV5 will coordinate submittal review and answering RFIs with the City's Design Engineer. NV5 will log, forward and follow up with the City's Design Engineer for processing of technical submittals and RFIs. NV5 will review non-technical submittals and respond to non-technical RFIs. E. Materials and Compaction: NV5 has an allowance for Materials and Compaction Testing, which will be coordinated by our inspector and our Construction Manager/Project Manager. This will include 2 prism testing of the CMU, up to 4 concrete strength tests, 1 week of field soils compaction testing for the foundation system, and 1 set of tests on the AC material. We will collect these specialized material and compaction testing reports and append them to the project files. F. Public Relations: Our on-site Inspector will coordinate and our Construction Manager will be available on-site as necessary to assist the City and the Contractor in the public relations relative to the project. No flyers or other Public Relations work will be developed, but are available as an additional service. G. Change Order Review: Our team will provide validation of the Contractor's change orders, up to eight (8), for eligibility and verification of costs for labor, materials and equipment, with final recommendations to the City for approval. H. Contractor's Payment Application: Our on- site inspector will review the quantities in the Contractor's monthly update of the Schedule of Values and forward to our Construction Manager for final review of Contractor Pay Applications with a recommendation to the City for payment. I. BMP Inspection: Our on-site inspector will verify that the Contractor has installed the appropriate BMP and NPDES materials to control erosion on a daily basis, along with a pre -storm inspection. No documents will be uploaded into the State's Water Board Storm Water Report and Tracking System. J. Startup, Testing and Permitting: Our Construction Management Team will assist the City with final startup and testing and SCADA integration to the City. Our Construction Management Team will assist the City with the City's Permit to Operate, and assist the Contractor with the acquisition of the double permit through SCAQMD for the diesel generator. K. Documentation: Final As -Built drawings will be reviewed for conformance and passed on to the City's Design Engineer for their incorporation into the AutoCad files. All construction project documentation files will be provided to the City electronically at closeout. ORGANIZATION CHART Our team of experts bring direct, relevant, successful and current experience working on projects of similar scope and complexity. We are equipped with the resources to provide the City with the requested construction management and inspection services. NV5 staff has been previously submitted in our On -Call Contract with the City, and therefore resumes are not repeated within this letter. Shown below are team roles and responsibilities. No person designated as key personnel shall be removed, replaced, or reallocated without prior written concurrence of the City. Jeffrey M. Cooper, PE Luanne Bean, PE Eric Charlonne Daniel Warren Duane Neyens GRAVES RESERVOIR CITY OF SOUTH PASADENA I SOUTH PASADENA, CA Our team provided comprehensive construction management and inspection services on the demolition and construction of a new 1.2 -mg partially buried cast -in-place reservoir. An existing well was re -equipped as the source of groundwater for the reservoir. The existing well pump was renovated, and a new pumping station was constructed with two 1,400-gpm VFD pumps that pump from the reservoir to the City water system. A new sodium hypochlorite generation system, new pre-treatment with state-of-the-art GAC for PCE and CCI4 removal followed by a new ion exchange system for removal of nitrate as NO3, C104 and sulfate was installed. The new pump house is controlled by a PCIS system composed of approximately 80 new instruments with approximately 80 new I/Os. These new signals are routed through the new PLCs, HMIs, and SCADA. DATES: AUGUST 2018 -SEPTEMBER 2020 BANKFIELD LIFT STATION CITY OF CULVER CITY I CULVER CITY, CA NV5 provided construction management and inspection services for the construction of the Bankfield Sewer Pump Station. The new pump station receives diverted flows from two existing pump stations, and possibly diverted flows from two more pump stations at a later date. The new pump station has a 10 -foot -by -20 -foot sewer wet well that is 35 feet deep, constructed in groundwater with a discharge permit to the City of LA Interceptor since the water was contaminated and RWQCB would not issue a permit to discharge to storm drain. There are two submersible pumps, a flow meter vault, a valve vault, a bypass vault for the two force mains, and an emergency diesel -fueled backup electrical generator. There is also a 25 -foot -by -20 -foot building to house instrumentation and SCADA systems, a bathroom and electrical components. DATES: OCTOBER 2018 -AUGUST 2020 REVERSE OSMOSIS WATER TREATMENT PLANT CITY OF BEVERLY HILLS I BEVERLY HILLS, CA NV5 is serving as the City's (Owner's) Representative during the design and construction of a pre-treatment system for the City's existing Reverse Osmosis Water Treatment Plant. Our team is overseeing the planning, design, and construction, as well as a period whereby the plant will be commissioned, tested, permitted, and City Operations Staff trained prior to project closeout. The project also includes evaluation and necessary upgrades to the entire water supply system, including upgrade of the ROWTP to bring it to warranty condition; integration of SCADA to all system elements; evaluation and identification of trends in the raw water supply quality from both the City wells and MWD; and recommended upgrades to City well head facilities. Full suite construction management and inspection services are being provided during construction. ................_............................................ I ................ .......... . DATES: OCTOBER 2018 -CURRENT Fee Proposal N V 5 City of Seal Beach Construction Management and Inspection Services BOLSA CHICA WATER WELL IMPROVEMENTS PrniPrt rip Nn wriAn3 TASK NO. WORK DESCRIPTION Construction Manager/Project Manager $180 HOURS 1 $ Construction Inspector $136 HOURS $ Assistant Construction Manager $150 HOURS $ Materials Testing (allowance - avg. rate-) $134 HOURS $ Materials Report (allowance - avg. rate-) $118 HOURS $ Documents Control $90 HOURS $ ODCs (16% Markup) FEE 1 Construction Manager & Project Management (For 6 Mo Field, 349 WD Office 120 $21,600 $0 80 $12,000 $0 $0 $0 $33,600 2 Inspection (6 Months Duration 1 EFT) $0 1040 $143,520 $0 $0 $0 32 $2,880 $146,400 3 Meetings (Bi -Weekly Teams, 6 On -Site) 72 $12,960 $0 40 $6,000 $0 $0 $0 $140 $19,100 4 Submittals & RFI's 16 $2,880 $0 32 $4,800 $0 $0 16 $1,440 $9,120 5 Materials and Compaction (Allowance) Soils Compaction (40 Hr) Sp Insp Conic & Masonry (40 Hr) Sample PU 16 Hr 96 $12,880 22 $2,599 $15,479 Compression Strength r Concrete Cylinders - 8 Tests $368 $368 Compaction Curves / Dry density Test 01557 - 2 Tests $437 $437 Masonry Block per set of 9 - 2 Tests $1,035 $1,035 Rebar Tensile and Bend - 4 Tests $456 $456 6 Public Relations 16 $2,880 $0 $0 $0 $0 $0 $2,880 7 Change Order Review (Up to 8) 48 $8,640 $0 48 $7,200 s0 $0 $0 $15,840 8 BMP Inspection (Inc in Line 2) $0 s0 $0 $0 $0 $0 $0 9 Startup, Testing, and Permitting 35 $6,300 $0 24 $3,600 $0 $0 $0 $9,900 10 Documentation $0 $0 24 $3,600 $0 $0 24 $2,160 $5,760 Total Fee Subtotal * 307 $55,260 1040 $143,520248 $37,200 96 $12,880 22 $2,599 72 $6,480 $2,436 1 ,375 I ne method of compensation mu be based on time and materials In accordance with the rates provided In this fee proposal the estimated hours are provided for each task and the actual hours may vary. The total compensation for the services and work rendered will not exceed the total fee. •' Prevailing Wage Rates apply including 1.5 x rate for 8 to 12 hours, Saturday work, and holiday work. Double time rates for over 12 hours and Sunday work. •'• Includes a 15% MU on Subconsultants EXHIBIT B TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS 1. This Agreement calls for services that, in whole or in part, constitute "public works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1"). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. Therefore, as to those Services that are "public works", Consultant shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Consultant shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Consultant or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City. 4. Pursuant to Labor Code Section 1771.4, Consultant's Services are subject to compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR regulations. 5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement. 6. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. 7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records. 8. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement. 9. Consultant shall not perform work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Consultant and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Consultant or any subcontractor becomes debarred or suspended during the duration of the project, Consultant shall immediately notify City. 10. Consultant acknowledges that eight hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay. 11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." 12. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and defend (at Consultant's expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement. ACORV CERTIFICATE OF LIABILITY INSURANCE 5/1/2022 DATE(MMIDD/YYYY) 7/28/2021 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 Lockton Companies 3280 Peachtree Road NE, Suite #250 Atlanta GA 30305 (404) 460-3600 ACT NAME: PHONE FAX IC No E ,IC' E-MAIL ADDRESS: EACH OCCURRENCE $ 1,000,000 PREMISES Ea occu ante $ 1,000,000 INSURER(S) AFFORDING COVERAGE i NAIC>< INSURER A: The Continental Insurance Company 35289 INSURED NV5, Inc. 1491108 163 Technology Drive INSURER B: National Fire Insurance Co of Hartford 20478 INSURER C :Transportation Insurance Company 20494 INSURER 0: Berkley Insurance Company 32603 Suite 100 Irvine CA 92618 INSURER E INSURER F: X I Cross Liab Incl COVERAGES Irvine CERTIFICATE NUMBER: 17726847 REVISION NUMBER: XXXXXXX 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 LTR ADDL SUBR TYPE OF INSURANCE POLICY NUMBER POLICY EFF MIDY D POLICY EXP M1DDIY LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 7014856125 5/1/2021 5/1/2022 EACH OCCURRENCE $ 1,000,000 PREMISES Ea occu ante $ 1,000,000 CLAIMS -MADE x OCCUR MED EXP (Any one person) S 15,000 X Contractual Liab PERSONAL & ADV INJURY s 1,000,000 X I Cross Liab Incl GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY X PE� x LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ X OTHER: Deductible: None B AUTOMOBILE LIABILITY Y Y 7014842659 5/1/2021 5/1/2022 COBINED SINGLE LIMIT Ea Maccident $ 1,000,000 BODILY INJURY (Per person) $ XXXXXXX X ANY AUTO BODILY INJURY (Per accident) $ XXXXXXX OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE $XXXXXXX Per accident $ XXXXXXX A X UMBRELLA LIAB X OCCUR N N 7014841883 5/1/2021 5/1/2022 EACH OCCURRENCE $ 20,000,000 AGGREGATE $ 20,000,000 EXCESS LIAB CLAIMS -MADE i $ XXXXXXX DED I X I RETENTIONS $0 B C WORKERS COMPENSATIONPER AND EMPLOYERS' LIABILITY Y 7014842824(AOS) 5/1/2021 YIN 7014842810 CA) 5/1/2021 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? N N I A (Mandatory in NH) 5/1/2022 5/1/2022 OTH- X STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 D Prof/Poll Liab N N AEC -9044114-05 i 5/1/2021 5/1/2022 Ea Claim/Agg $10mil/$20mil A Bus Per Prop 7014856125 5/1/2021 5/1/2022 Limit $19,429,515 A Leased/Rented Equip 7014900785 5/1/2021 5/1/2022 Limit $100,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials are included as additional insureds on a Primary and Non-contributory basis if required by written contract with respect to General Liability and Automobile Liability per the terms and conditions of the policy. *SEE PAGE TWO* CERTIFICATE HOLDER CANCELLATION SPP AttarhmPntc 17726847 City of Seal Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Manager THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 211 -8th Street ACCORDANCE WITH THE POLICY PROVISIONS. Seal Beach CA 90740 AUTHORIZED REPRESENTATIVE� ACORD 25 (2016/03) V 1988-2019 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CONTINUATION DESCRIPTION OF OPERATIONSILOCATIONSIVEHICLESIEXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS (Use only if more space is required) A waiver of subrogation applies in favor of City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials if required by written contract with respect to General Liability, Automobile Liability, and Workers' Compensation per the terms and conditions of the policy where permitted by state law. ACORD 25 (2016103) Certificate Holder ID: 17726847 Blanket Additional Insured - Owners, Lessees Contractors -with Prod ucts-Com pleti Operations Coverage Endorseme This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. in the performance of your ongoing operations subject to such written contract; or B. in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products -completed operations hazard, and only if: 1. the written contract requires you to provide the additional insured such coverage; and 2. this coverage part provides such coverage. II. But if the written contract requires: A. additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10-01 edition of CG2037; or B. additional insured coverage with "arising out of language; or C. additional insured coverage to the greatest extent permissible by law; then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. III. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. IV. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V. Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: Primary and Noncontributory Insurance (;NAfbU79XX (W-16) Policy o: 7014856125 Page 1 of 2 Effective Date: 05/01/2021 Insured Name: Drv5 Global, Inc Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: primary and non-contributing with other insurance available to the additional insured; or 2. primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above, this insurance will be excess of all other insurance available to the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 3. make available any other insurance, and tender the defense and indemnity of any claim to any other insurer or self -insurer, whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 3. does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VII. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. the bodily injury or property damage; or 2. the offense that caused the personal and advertising injury; for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. Page 2 of 2 Effective Date: 05/01/2021 Insured Name: NV5 Global, Inc. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Attachment Code: D587566 Master ID: 1491108, Certificate ID: 17726847 Policy No: 7014856125 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. It is understood and agreed that the condition entitled Transfer Of Rights Of Recovery Against Others To The Insurer is amended by the addition of the following: Solely with respect to the person or organization shown in the Schedule above, the Insurer waives any right of recovery the Insurer may have against such person or organization because of payments the Insurer makes for injury or damage arising out of the Named Insured's ongoing operations or your work done under a contract with that person or organization and included in the products -completed operations hazard. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. Attachment Code: D587568 Master ID: 1491108, Certificate ID: 17726847 It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificateholders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificateholder on file with the Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNA68021XX (02-2013) Endorsement Effective Date: 05/01/2021 Policy No: 7014856125, 7014842659,7014841883 Attachment Code: D587561 Master ID: 1491108, Certificate ID: 17726847 CNA C NA71526XX (Ed. 10/12) ADDITIONAL INSURED ENDORSEMENT - CONTRACTUAL OBLIGATION It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: SCHEDULE Name of Additional Insured Person Or Organization AS REQUIRED BY CONTRACT 1. Paragraph A.1. Who Is An Insured of Section II - LIABILITY COVERAGE is amended to include as an additional insured the person or organization scheduled above, but only if you are required by "written contract" to make that person or organization an additional insured under this policy. 2. The insurance provided to the additional insured is limited as follows: a. The person or organization is an additional insured only with respect to "bodily injury" or "property damage" arising out of a covered "auto" and caused by your negligent acts or omissions or the negligent acts or omissions of someone, other than the additional insured, for whom you are legally liable. b. The person or organization is not an additional insured for the person or organization's own acts or omissions, nor those of anyone, other than you, for whom the person or organization is legally liable. c. We will not provide the additional insured any broader coverage or any higher limit of liability than the least that is: (1) Required by the "written contract"; or (2) Afforded to you under this policy. 3. Condition 2. Duties In the Event of Accident, Claim, Suit or Loss of Section IV - BUSINESS AUTO CONDITIONS is amended to add the following conditions applicable to the additional insured: An additional insured under this endorsement will as soon as practicable: a. Give us written notice of an "accident" which may result in a claim or "suit" under this insurance, and of any claim or "suit" that does result; b. Agree to make available any other insurance the additional insured has for a loss we cover under this policy; c. Send us copies of all legal papers received, and otherwise cooperate with us in the investigation, defense, or settlement of the claim or "suit"; and d. Tender the defense and indemnity of any claim or "suit" to any other insurer or self insurer whose policy or program applies to a loss we cover under this policy. But if the "written contract" requires this insurance to be primary and non-contributory, this provision d. does not apply to insurance on which the additional insured is a Named Insured. We have no duty to defend or indemnify an additional insured under this endorsement until we receive from the additional insured written notice of a "suit." Attachment Code: D587561 Master ID: 1491108, Certificate ID: 17726847 4. Only for the purpose of the insurance provided by this endorsement, SECTION V - DEFINITIONS is amended to add the following definition: "Written contract" means a written contract or written agreement that requires you to make a person or organization an additional insured under this policy, provided the contract or agreement: 1. Is currently in effect or becomes effective during the term of this policy; and 2. Was executed prior to the accident for which the additional insured seeks coverage under this policy. All other terms and conditions of the Policy remain unchanged. Policy No: 7014842659 Effective Date: 5/1/2021 Insured Name: NV5, Inc. CNA71626XX (Ed. 10/12) Attacam. D587560 Master ID: 1491108, Certificate ID: 17726847 CNA71527XX (Ed. 10/12) ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: SCHEDULE Name of Additional Insured Persons Or Organizations 1. In conformance with paragraph A.1.c. of Who Is An Insured of Section II - LIABILITY COVERAGE, the person or organization scheduled above is an insured under this policy. 2. The insurance afforded to the additional insured under this policy will apply on a primary and non-contributory basis if you have committed it to be so in a written contract or written agreement executed prior to the date of the "accident" for which the additional insured seeks coverage under this policy. All other terms and conditions of the Policy remain unchanged. CNA71527XX (10/12) Page 1 of 1 Insured Name: NV5 GLOBAL, INC. Copyright CNA All Rights Reserved. Policy No: 701842659 Endorsement No: Effective Date: o5/01/2021 Attachment Code: D587563 Master ID: 1491108, Certificate ID: 17726847 POLICY NUMBER: 7014842659 COMMERCIAL AUTO CA 04 44 03 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: NV5 Global, Inc Endorsement Effective Date: 05/01/2021 SCHEDULE Name(s) Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION AGAINST WHOM YOU HAVE AGREED TO WAIVE SUCH RIGHT OF RECOVERY IN A WRITTEN CONTRACT OR AGREEMENT. SIiI The Transfer Of Rights Of Recovery Against Oth- ers To Us Condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "ac- cident' or the 'loss" under a contract with that person or organization. CA 04 44 0310 © Insurance Services Office, Inc., 2009 Page 1 of 1 0 Attachment Code: D587579 Master ID: 1491108, Certificate ID: 17726847 7TICF OF CANCFLLATI(W TO CFRTIFICATFHOLC It is understood and agreed that If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate holders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificateholder on file with the Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: CC68021A (02-2013) Policy No: 7014842824; 7014842810 Endorsement Effective Date: 05/01/21 ® CNA All Rights Reserved. Attachment Code: D587581 Master ID: 1491108, Certificate ID: 17726847 CNA POLICY NO: 7014842824 WORKERS COMPENSATION WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC00 03 13 (04-1984) Endorsement Effective Date: 5/1/2021 Policy: 7014842824 Attachment Code: D587581 Master ID: 1491108, Certificate ID: 17726847 CNA WORKERS COMPENSATION TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. [ ] Specific Waiver [X] Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: Waiver of Subrogation Operations Premium: The premium charge for this endorsement shall be premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 1. Advance Premium: Waiver of Subrogation Advance Premium All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No:WC.A2 03 04 B (06-2014) Endorsement Effective Date:05/01/2021 Policy No. 7014842824 Attachment Code: D587581 Master ID: 1491108, Certificate ID: 17726847 CNA UTAH WAIVER OF SUBROGATION ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Utah is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Our waiver of rights does not release your employees' rights against third parties and does not release our authority as trustee of claims against third parties. Schedule Any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement All other terms and conditions of the policy remain unchanged. :his endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC 43 03 05 (07-2000) Endorsement Effective Date: 05/01/2021 Policy No. 7014842824 Attachment Cade: D587584 Master ID: 1491108, Certificate ID: 17726847 CNA C This endorsement changes the policy to which it is attached. Policy No. 7014842810 Vr'orkers` Compensation It is agreed that Part One - Workers' Compensation Insurance G. Recovery From Others and Part Two - Employers' Uabllity Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is Blanket Waiver of Subrogation Percentage Charge%. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: G-19160-8111-1997) Policy No. 7014842810 Endorsement Effective Date: (05/01/2021 At men e: aster erti icate IU: It t26HU er�C�ey nsurance Company Page oft Notice of Cancellation to Certificate Holder(s) Endorsement In consideration of the premium paid for this Policy, it is understood and agreed that Section VII, Conditions, H. Notice of Cancellation, is amended by adding the following provision: In the event this Policy is to be cancelled by you or by us, we agree to give thirty (30) days prior notice to the certificate holder(s) with mailing addresses on file with the agent of record. This provision does not apply if cancellation is due to nonpayment of premiums to us or to a finance company authorized to cancel this Policy. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to the Policy Period slated in Declarations, Item 2. Failure to provide such notice to the certificate holder(a) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no lability of any kind upon us or our agents or representatives. Whenever printed in this Endorsement, the boldface type terms shall have the same meanings as indicated in the Policy Form. All other provisions of the Policy remain unchanged. Insured Policy Number NV5 Global Inc. AEC -9044114-05 Effective Date of This Endorsement Authorized 05/01/2021 Representative 12 - BDP0713130 (07-13) 26963-9020368-41058 Policy Form: BDP0417001 (04-17) Attmen C de: D5 7573 Master ID: 14911 Certificate ID: 17726847 �'er�Cfey Insurance ompany Change Endorsement Other Insurance Page 1 of 1 In consideration of the premium paid for this Policy, it is understood and agreed that Section VII. Conditions, I. Other Insurance is deleted and replaced with the following: Other Insurance If there is other collectible insurance, including but not limited to other professional liability insurance or project specific insurance, that applies to a Claim covered by this Policy, the other insurance shall be primary and this Policy shall be excess over the other insurance, unless the other insurance is written specifically excess of this Policy. This Policy will then apply to the amount of the Claim that exceeds the available limits of liability and any deductibles or retention amounts of the other insurance, as well as the Deductible under this Policy. If such other insurance has a duty to defend a Claim or assumes the defense of a Claim, this Policy shall not be obligated to defend that Claim. Solely as respects Insuring Agreement B — Contractor's Pollution Liability, when required in a signed, written agreement executed prior to the report date of a Claim, this policy shall be primary to other collectible insurance that applies to those Claims resulting from the performance of your Contractor Services. Any other collectible insurance that applies to a Claim covered by Insuring Agreement B shall be excess and non-contributory. Whenever printed in this Endorsement, the boldface type terms shall have the same meanings as indicated in the Policy Form. All other provisions of the Policy remain unchanged. Insured T Policy Number NV5 Global, Inc. I AEC -9044114-05 Effective Date of This Endorsement Authorized 05/01/2021 Representative Attachment Code: D589795 Master ID: 1491108, Certificate ID: 17726847 Policy Number AEC9044114-05 BERKLEY INSURANCE COMPANY 2. The each Claim limit shown in Item 3A of the Declarations is the most we will pay for the sum of all Damages and Claim Expenses arising out of any single Claim. Two or more Claims considered a single Claim shall collectively be subject to the each Claim limit of liability shown in Item 3A of the Declarations. 3. The each Claim limit is the most we will pay for the sum of all Damages and Claim Expenses arising out of any single Claim regardless of how many Insuring Agreements may apply to such Claim. 4. The Policy Year Aggregate limit shown in Item 3B of the Declarations is the most we will pay for the sum of all Damages and Claim Expenses for all Claims made and reported during each Policy Year. 5. The payment of Damages and Claim Expenses will reduce the each Claim limit. F. Deductible You must pay the Deductible for Claim Expenses and Damages covered by this Policy before we are obligated to make any payment under the each Claim limit. The Deductible must be paid from your own account, and payments by other parties or insurers on your behalf shall not satisfy the Deductible. We have the right to determine the reasonableness of Claim Expenses that qualify to satisfy the Deductible. The Deductible for each Claim is set forth in Item 4A of the Declarations. The Policy Year Aggregate Deductible shown in Item 46 of the Declarations is the most the Named Insured must pay as a Deductible for the sum of all Claims made and reported during each Policy Year. G. Deductible Credits 1. Mediation Credit: Your Deductible obligation may be reduced by 50%, subject to a maximum reduction of $15,000 if you agree with our decision to use Mediation and the Claim is fully and finally resolved by such Mediation. 2. Risk Management Credit: Your Deductible obligation may be reduced by 50%, subject to a maximum reduction of $25,000 if prior to the report date of a Claim, there is a signed, written and enforceable agreement for the Professional Services involved in the Claim, and it includes a clause limiting your liability to $250,000 or less. 3. First Claim Deductible Credit: If the first Claim you ever report to us is made against you: a. Greater than 24 months after the Knowledge Date shown on the Policy Declarations, then your Deductible obligation for that Claim may be reduced by 25%, subject to a maximum reduction of $40,000; or b. Greater than 36 months after the Knowledge Date shown on the Policy Declarations, then your Deductible obligation for that Claim may be reduced by 50%, subject to a maximum reduction of $40,000. If more than one Deductible Credit applies, your Deductible obligation will be reduced by 50%, subject to a maximum reduction of $50,000. H. Notice of Cancellation and Nonrenewal This Policy may be canceled by the Named Insured identified in the Declarations, by surrender of the Policy to us or our authorized representative or by giving us written notice stating when, thereafter, such cancellation shall be effective. We will not cancel this Policy except for nonpayment of premium, fraud or material misrepresentation in procuring this insurance or in relation to any Claim, or changes in law affecting this Policy. If we cancel this Policy, we will mail or deliver to the first Named Insured, on behalf of all Insureds, written notice of cancellation. We will provide you at least ten (10) days -notice before the effective date of cancellation if we cancel for nonpayment of premium. If we cancel for any other reason, we will provide at least sixty (60) days -notice before the effective date of cancellation. If this Policy is canceled, we will send the first Named Insured any premium refund due. The refund will be pro rata. The cancellation will be effective even if we have not made or offered a refund. We will give you written notice sixty (60) days prior to the expiration of this Policy if we do not intend to renew this insurance subject to any state requirements. The notice will include our reason for nonrenewal. Proof of mailing will be sufficient proof of notice. I. Other Insurance If there is other collectible insurance, including but not limited to other professional liability insurance or project specific insurance, that applies to a Claim covered by this Policy, the other insurance shall be primary and this Policy shall be excess over the other insurance, unless the other insurance is written specifically excess of this Policy. This Policy will then apply to the amount of the Claim that exceeds the available limits of liability and any deductibles or retention amounts of the other insurance, as well as the Deductible under this Policy. If such other insurance has a duty to defend a Claim or assumes the defense of a Claim, this Policy shall not be obligated to defend that Claim. J. Subrogation In the event of any payment under this Policy, we shall be subrogated to all of your rights of recovery against any person or organization. You must do everything reasonably necessary to secure such rights and must do nothing after a Claim is made to jeopardize them. We hereby waive our subrogation rights against a client of yours to the extent that you had, prior to a Claim or Circumstance, entered into a written agreement to waive such rights. Any recovery shall first be paid to us up to the extent of any Damages or Claim Expenses paid by us and the balance shall be paid to you. K. First Named Insured as Sole Agent The first Named Insured in Item 1 of the Declarations will be the sole agent and will act on behalf of all Insureds for the payment or return of premium, receipt and acceptance of any endorsements, notices or provisions of this Policy, giving or receiving notice of cancellation or nonrenewal, the payment of any Deductibles, and to exercise the rights provided in Section Q Extended Reporting Period Option. L. Alteration and Assignment BDP0417001 Page 8 of 9