Alameda City Council
September 17, 2024

Parametrix, Inc. 1 Service Provider Agreement
Version 01-25-23

SERVICE PROVIDER AGREEMENT
This SERVICE PROVIDER AGREEMENT (“Agreement”) is entered into this ____ day of _________, 2023 (the “Effective Date ”), by and between the CITY OF ALAMEDA, a municipal corporation (the “City”) and PARAMETRIX, INC., a Washington corporation, whose address is 1019 39th Avenue SE, Suite 100, Puyallup, Washington, 98374 (the “Provider”), with reference to the following facts and circumstances:

RECITALS
A. The City is a municipal corporation duly organized and validl y existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.

B. The City is in need of the following services: Transportation engineering to improve the safety and operations of the Lincoln Avenue/Marshall Way/Pacifi c Avenue (Lincoln/Marshall/Pacific) corr idor. On December 19, 2019, Cit y staff issued a Request for Qualifications (RFQ) for on-call transportation services, and after a submittal period of 42 days received 19 responses. Staff reviewed the qualifications, crea ted a list of 13 consultants, and selected the service provider that best meets the City’s needs from the list. Parisi Transportation Consulting, Inc. was one of the selected firms, and also was selected to develop the design concept for the Lincoln/Marshall/Pacific corridor. As of March 1, 2023, Parisi Transportation Consulting, Inc. joined Parametrix, Inc. This next design phase of the Lincoln/Marshall/Pacific corridor exceeds the cap on the amount for the on-call transportation consulting services. This Agreement allows for the design work on the Lincoln/Marshall/Pacific proj ect to be separate and exceed the cap limit of the on-call transportation services, and is with the new company as the Provider.

C. Provider is specially trained, experienced and competent to p erform the special transportation engineering services, which will be required by this Agreement.

D. The City and Provider desire to enter into an agreement for tr ansportation engineering services for the Lincoln/Marshall/Pacific corridor, upon the terms and conditions herein.

AGREEMENT
NOW, THEREFORE, in consideration of the forgoing, which are inc orporated herein by reference, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Provider agree as follows:

1. TERM:

The term of this Agreement shall commence on the _____ day of _______ 2023, and shall terminate on the 30th day of June, 2027, unless terminated earlier as set forth herein.

2. SERVICES TO BE PERFORMED:

Provider agrees to do all necessary work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, and to do all necessary work included 






 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C 28th April
April
21st
Parametrix, Inc. 2 Service Provider Agreement
Version 01-25-23
in Exhibit A as requested. Provider acknowledges that the work plan included in Exhibit A is tentative and does not commit the City to request Provider to perform all tasks included therein.

3. COMPENSATION TO PROVIDER:
a. By the 7 th day of each month, Provider shall submit to the City an invoice for the total amount of work done the previous month. Pricing and acco unting of charges are to be according to the fee schedule as set forth in Exhibit B and incorporated herein by this reference. b. The total compensation for this Agreement shall not exceed $1 ,000,000. Use of contingency shall be for items o f work outside the original sco pe and requires prior written authorization by the City.

4. TIME IS OF THE ESSENCE:

Time is a material consideration in the performance of all work by the Provider under this Agreement. The Provider shall complete its work and services within the agreed upon schedule.

5. STANDARD OF CARE:

Provider agrees to perform all services hereunder in a manner c ommensurate with the prevailing standards of like professionals or service providers, as applicable, in the San Francisco Bay Area and agrees that all services shall be performed by qua lified and experienced personnel who are not employed by the City.

6. INDEPENDENT PARTIES:

Provider hereby declares that Provider is engaged as an independent business and Provider agrees to perform the services as an independent contractor. The manner and means of conducting the services and tasks are under the control of Provider except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Provider’s se rvices. None of the benefits provided by the City to its employees, including but not limite d to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Provider, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an em ployer-employee relationship from any compensation due to Provider. Payments of the above it ems, if required, are the responsibility of Provider.

7. IMMIGRATION REFORM AND CONTROL ACT (IRCA):

Provider assumes any and all responsibility for verifying the i dentity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Provider shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Provider.

8. NON-DISCRIMINATION:

Consistent with the City’s polic y and state and federal law that harassment and discrimination are unacceptable conduct, Provider and its employees, contractors, and agents shall 






 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C Parametrix, Inc. 3 Service Provider Agreement
Version 01-25-23
not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, di sability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Provider agrees that any violation of this provision shall constitute a material breach of this Agreement.

9. HOLD HARMLESS:
a. To the fullest extent permitte d by law, Provider shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including reasonable attorney’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Provider’s performance of its obligations under thi s Agreement or out of the operations conducted by Provider even if the City is found to have been negligent. If the Claims filed against Indemnitees allege negligence, recklessness or willful misconduct on the part of Provider, Provider shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Provider.

Provider shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful miscond uct of the City. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. b. As to Claims for professional liability only, Provider’s obli gation to defend Indemnitees (as set forth above) is limited as provided in California Civil Code Section 2782.8. c. Provider’s obligation to indemn ify, defend and hold harmless Indemnities shall expressly survive the expiration or early termination of this Agreement.

10. INSURANCE:
a. On or before the commencement of the terms of this Agreement, Provider shall furnish the City’s Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with Sections

10.b. (1) through (5). The Certificate Holder should be The City of Alameda, 2263 Santa Clara, Ave., Alameda, CA 94501. Such certificates, which do not limit Provider’s indemnification, shall also contain substantially the following statement:
“Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the City of Alameda. Attention: Risk Manager.” Provider shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company licensed to offer insurance business in the State of California with a current A.M. Best’s rating of no less 






 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C Parametrix, Inc. 4 Service Provider Agreement
Version 01-25-23
than A:VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. Provider shall deliver updated insurance certificates to the City at the address described in Section 17.f. prior to the expiration of the existing insura nce certificate for the duration of the term of Agreement. Endorsements naming the City, its City Coun cil, boards, commissions, officials, employees, agents, and volunteers as additional insur ed shall be submitted with the insurance certificates.
_____________
Provider Initials
b. COVERAGE REQUIREMENTS:

Provider shall maintain insurance coverage and limits at least as broad as:
(1) Workers’ Compensation:

Statutory coverage as required by the State of California, as we ll as a Waiver of Subrogation (Rights of Recovery) endorsement. (2) Liability:

Commercial general liability coverage in the following minimum limits:

Bodily Injury: $1,000,000 each occurrence
$2,000,000 aggregate - all other
Property Damage: $1,000,000 each occurrence
$2,000,000 aggregate
If submitted, combined single limit policy with per occurrence limits in the amounts of $2,000,000 and aggregate limits in the amounts of $4 ,000,000 will be considered equivalent to the required minimum limits shown above. Provider shall also submit declarations and polic y endorsements pages. Additi onal Insured Endorsement naming the City, its City Council, boards, commissi ons, officials, employees, agents, and volunteers is required. The Additional In sured Endorsement shall include primary and non-contributory coverage at least as broad as the CG 2010.
(3) Automotive:

Comprehensive automobile liability coverage (any auto) in the following minimum limits:

Bodily injury: $1,000,000 each occurrence
Property Damage: $1,000,000 each occurrence
or
Combined Single Limit: $2,000,000 each occurrence
Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required. _________________
iiididididddid







 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C Parametrix, Inc. 5 Service Provider Agreement
Version 01-25-23
(4) Professional Liability:

Professional liability insurance which includes coverage appropriate for the professional acts, errors and omissions of Provider’s profession and work hereunder, including, but not limited to, technology professional liability errors and omissions if the services being provided are technology-based, in the following minimum limits:
$2,000,000 each claim
As to commercial general liability and automobile liability ins urance, such insurance will provide that it constitutes primary insurance with respect to c laims insured by such policy, and, except with respect to limits, that insurance applies separately to each insured against whom claim is made or suit is brought. Such insurance is not additional to or contributing with any other insurance carried by or for the benefit of the City.
c. SUBROGATION WAIVER:

Provider hereby agrees to waive rights of subrogation that any insurer of Provider may acquire from Provider by virtue of the payment of any loss. Provider ag rees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogat ion in favor of the City for all work performed by Provider, its employees, agents and subcontractors. d. FAILURE TO SECURE:

If Provider at any time during the term hereof should fail to s ecure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Provider’s name or as an agent of Provider and shall be compensated by Provider for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.
e. ADDITIONAL INSUREDS:

The City, its City Council, boards, commissions, officials, emp loyees, agents, and volunteers shall be named as additional insured(s) under all insurance coverages, except workers’ compensation and professional liability insurance. The naming of an additional insured shall not affect any recovery to which such additional insured would be e ntitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional i nsured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.

Additional Insured coverage und er Provider’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-in surance. Any available insurance proceeds broader than or in excess of the specified minimum ins urance coverage requirements and/or limits shall be available to the additional insured(s). 






 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C Parametrix, Inc. 6 Service Provider Agreement
Version 01-25-23
f. SUFFICIENCY OF INSURANCE:

The insurance limits required by the City are not represented as being sufficient to protect Provider. Provider is advised to consult Provider’s insurance broker to determine adequate coverage for Provider. The coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and max imum limits of the coverage carried by or available to Provider; whichever is greater. g. EXCESS OR UMBRELLA LIABILITY:

If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this Agreement, then said policies shall be true “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this Agreement, including but not limited to, the additional insured, SIR, and primary insurance requirements stated therein. No insurance policies maintained by the indemnified parties or Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until all the primary and excess liability policies carried by or available to the Provider are exhausted.

11. CONFLICT OF INTEREST:

Provider warrants that it is not a conflict of interest for Pro vider to perform the services required by this Agreement. Provider may be required to fill o ut a conflict of interest form if the services provided under this Agreement require Provider to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.

12. PROHIBITION AGAINST TRANSFERS:
a. Provider shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law o r otherwise, without prior written consent of the City Manager. Provider shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desire d transfer. The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money against the City under this Agreement may be assigned by Provider to a bank, trust company or other financial institution without prior written consent. b. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock, membership interest, partnership interest, or the equivalent, which shall result in changing the control of Provider, shall be construed as an assignment of this Agreement.

Control means fifty percent or more of the voting power of Provider.

13. APPROVAL OF SUB-PROVIDERS:
a. Only those persons and/or businesses whose names and resumés are attached to this Agreement shall be used in the performance of this Agreement. However, if after the start of this Agreement, Provider wishes to use sub-providers, at no additional costs to the City, then Provider shall submit a written request for consent to add sub-providers including the names of the sub- 






 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C Parametrix, Inc. 7 Service Provider Agreement
Version 01-25-23
providers and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion. b. Each sub-provider shall be re quired to furnish proof of worke rs’ compensation insurance and shall also be required to carry general, automobi le and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Provider. c. In addition, any tasks or services performed by sub-providers shall be subject to each provision of this Agreement. Provider shall include the following language in their agreement with any sub-provider: “Sub-providers hired by Provider agree to be bound to Provider and the City in the same manner and to the same extent as Provider is bound to the City.” d. The requirements in this Section 13 shall not apply to persons who are merely providing materials, supplies, data or information that Provider then analyzes and incorporates into its work product.

14. PERMITS AND LICENSES:

Provider, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City business license that may be required in connection with the performance of the services and tasks hereunder.

15. REPORTS:
a. Each and every report, draft, work product, map, record and o ther document produced, prepared or caused to be prepared by Provider pursuant to or in connection with this Agreement shall be the exclusive property of the City.
b. No report, information or other data given to or prepared or assembled by Provider pursuant to this Agreement shall be made available to any indiv idual or organization by Provider without prior approval of the City Manager or their designee. c. Provider shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Agreement.

16. RECORDS:
a. Provider shall maintain complet e and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Provider’s performance under the Agreement, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the C ity that relate to the performance of the services and tasks under this Agreement (collectively the “Records”). b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Provider shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow insp ection of all proceedings and activities related to this Agreement. Such Records, together with supporting documents, shall be 






 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C Parametrix, Inc. 8 Service Provider Agreement
Version 01-25-23
kept separate from other documents and records and shall be mai ntained by Provider for a period of three (3) years after receipt of final payment.
c. If supplemental examination or audit of the Records is necessa ry due to concerns raised by the City’s preliminary examination or audit of record s, and the City’s supplemental examination or audit of the records discloses a failure to adhe re to appropriate i nternal financial controls, or other breach of this Agreement or failure to act in good faith, then Provider shall reimburse the City for all reasonable costs and expenses associ ated with the supplemental examination or audit.

17. NOTICES:
a. All notices shall be in writing and delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or wi th delivery confirmation requested from the U.S. postal service; or (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section.
b. Each notice shall be deemed to have been received on the earl ier to occur of: (x) actual delivery or the date on which delivery is refused; or (y) three (3) days after notice is deposited in the U.S. mail or with a courier service in the man ner described above (Sundays and City holidays excepted).
c. Either party may, at any time, change its notice address (othe r than to a post office box address) by giving the other party three (3) days prior written notice of the new address. d. All notices, demands, requests, or approvals from Provider to the City shall be addressed to the City at:

City of Alameda
Planning, Building and Transportation Department
City Hall
2263 Santa Clara Avenue, Room 120
Alameda, CA 94501
ATTENTION: Gail Payne
Email: [email protected]
Ph: (510) 747-6892
e. All notices, demands, requests, or approvals from the City to Provider shall be addressed to Provider at:

Parametrix, Inc.
1019 39th Avenue SE, Suite 100
Puyallup, WA 98374
ATTENTION: David Parisi, Principal Consultant, PE, TE
Ph: 510-343-6400 – Email: [email protected]







 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C Parametrix, Inc. 9 Service Provider Agreement
Version 01-25-23
f. All updated insurance certificates from Provider to the City shall be addressed to the City at:

City of Alameda
Planning, Building and Transportation Department
City Hall
2263 Santa Clara Avenue, Room 120
Alameda, CA 94501
ATTENTION: Gail Payne
Email: [email protected]

18. SAFETY:
a. Provider will be solely and completely responsible for condit ions of all vehicles owned or operated by Provider, including the safety of all pers ons and property during performance of the services and tasks under this Agreement. Th is requirement will apply continuously and not be limited to normal working hours. In addition, Provider will comply with all safety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Agreement. Where any of these are in conflict, the more stringent requirements will be followed. Provider’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein. b. Provider will immediately no tify the City within 24 hours of any incident of death, serious personal injury or substantial property damage that occ urs in connection with the performance of this Agreement. Provider will promptly submit t o the City a written report of all incidents that occur in connection with this Agreement. This r eport must include the following information: (i) name and address of injured or deceased person( s); (ii) name and address of Provider’s employee(s) involved in the incident; (iii) name and address of Provider’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.

19. TERMINATION:
a. In the event Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Provider shall be deemed in default in the performance o f t h i s A g r e e m e n t . I f s u c h d e f a u l t i s n o t c u r e d w i t h i n t w o ( 2 ) business days after receipt by Provider from the City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the City may thereafter immediately terminate the Agreement forthwith by giving to Provider written notice thereof. b. The foregoing notwithstanding, the City shall have the option , at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days’ prior written notice to Provider as provided herein.
c. Upon termination of this Agreement either for cause or for con venience, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned 






 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C Parametrix, Inc. 10 Service Provider Agreement
Version 01-25-23
and unpaid prior to the effective date of termination. The oblig ation of the parties under this Section 19.c. shall survive the expiration or early termination of this Agreement.

20. ATTORNEYS’ FEES:

In the event of any litigation, including administrative procee dings, relating to this Agreement, including but not limited to any action or suit by a ny party, assignee or beneficiary against any other party, beneficiary or assignee, to enforce, interpret or seek relief from any provision or obligation arising out of this Agreement, the parties and litigants shall bear their own attorney’s fees and costs. No party of litigant shall be entitled to recover any attorneys’ fees or costs from any other party or litigant, regardless of which party or litigant might prevail.

21. HEALTH AND SAFETY REQUIREMENTS.

Provider acknowledges that the City shall have the right to impos e, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Provider agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings. Provider also agrees to make available to the City, at the City’s request, records to demonstrate Provider’s compliance with this Section.

22. COMPLIANCE WITH ALL APPLICABLE LAWS:

During the term of this Agreement, Provider shall keep fully in formed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Alameda which affect the manner in which the services or tasks are to be performed by Provider, as well as all such orders and decrees of bodies or tribunals having any j urisdiction or authority over the same. Provider shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the City.

23. CONFLICT OF LAW:

This Agreement shall be interpreted under, and enforced by the laws of the State of California without regard to any choice of law rules which may d irect the application of laws of another jurisdiction. The Agreement and obligations of the par ties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisd iction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California.

24. WAIVER:

A waiver by the City of any breach of any term, covenant, or co ndition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.

25. INTEGRATED CONTRACT:

Subject to the language of Section 30, the Recitals and exhibits are a material part of this Agreement and are expressly incorporated herein. This Agreement represents the full and complete understanding of every kind or nature whatsoever betwe en the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or n ature are merged herein. No 






 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C Parametrix, Inc. 11 Service Provider Agreement
Version 01-25-23
verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both the City and Provider.

26. CAPTIONS:

The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.

27. COUNTERPARTS:

This Agreement may be executed in any number of counterparts (i ncluding by fax, PDF, DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

28. SIGNATORY:

By signing this Agreement, signatory warrants and represents th at they executed this Agreement in their authorized capacity and that by their signature on this Agreement, they or the entity upon behalf of which they acted, executed this Agreement.

29. CONTROLLING AGREEMENT:

In the event of a conflict between the terms and conditions of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) and any other terms and conditions wherever contained, including, without limitation, terms and conditions included within exhibits, the terms and conditions of this Agreement shall control and be primary.

30. NONDISCRIMINATION – FEDERAL REQUIREMENTS:
a. Provider certifies and agrees that it will not discriminate a gainst any employee or applicant for employment because of race, color, religion, nati onal origin, ancestry, sex, age, or condition or physical or mental handicap (as defined in 41 C.F. R. Section 60-741, et seq.), in accordance with requirement of state or federal law. Provider shall take affirmative action to ensure that qualified applicants are employed and that employees are treated during employment without regard to race, color, religion, national origin, ancestry, sex, age, or condition of physical or mental handicap in accordance with requirements of state and federal law. Such shall include, but not be limited to, the following:
(1) Employment upgrading, demotion, transfer, recruitment or rec ruitment advertising, layoff or termination, rates of pay or other forms of compensation. (2) Selection for training, incl uding interns and apprentices.

A. Provider agrees to post in conspicuous places in each of Provi der’s facilities providing services hereunder, available and open to 






 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C Parametrix, Inc. 12 Service Provider Agreement
Version 01-25-23
employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

B. Provider shall, in all solicitations or advertisements for emp loyees placed by or on behalf of Provider, state that all qualified applicants will receive consideration for employment without regard to rac e, color, religion, national origin, ancestry, sex, age, or condit ion of physical or mental handicap, in accordance with requirements of state and federal law.

C. Provider shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding a notice advising the labor union or workers’ representative of Provider’s commitments under this paragraph.

D. Provider certifies and agrees that it will deal with its subco ntractors, bidders, or vendors without regard to race, color, religion, na tional origin, ancestry, sex, age, or condition of physical or mental handicap, in accordance with requirement of state and federal law.

E. In accordance with applicable s tate and federal law, Provider shall allow duly authorized county, state and federal representatives access to its employment records during regular business hours in order to verify compliance with the anti-discrimination provisi ons of this paragraph. Provider shall provide such other information and records as such representatives may require in order to verify compliance with the anti-discrimination provisions of this paragraph.
b. If the City finds that any of the provisions of this paragrap h have been violated, the same shall constitute a material breach of Agreement upon which the City may determine to cancel, terminate, or suspend this Agreement. The City reserves the right to determine independently that the anti-discrimination provisions of this Agreement have been violated. In addition, a determination by the California Fair Employment Practices Commi ssion or the Federal Equal Employment Opportunity Commission that Provider has violated sta te and federal anti- discrimination laws shall constitute a finding by the City that Provider has violated the anti- discrimination provisions of Agreement.
c. The parties agree that in the event Provider violates any of t he anti-discrimination provisions of this paragraph, the City shall be entitled, at its option, to the sum of $500.00 pursuant to California Civil Code Section 1671 as liquidated damages in lieu of canceling, terminating, or suspending this Agreement.
d. Provider hereby agrees that it will comply with Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. Section 794), all requiremen ts imposed by the applicable regulations, and all guidelines and interpretations issued purs uant thereto, to the end that no qualified handicapped person shall, on the basis of handicap, be excluded from participation in, be 






 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C Parametrix, Inc. 13 Service Provider Agreement
Version 01-25-23
denied the benefits of, or otherwise be subjected to discrimina tion under any program or activity of Provider receiving Federal Financial Assistance. In addition, Provider shall comply with the Uniform Federal Accessibility Standards, and Provider, Engineer, or Architect responsible for any design, construction or alteration shall certify compliance with those Standards. e. Provider’s attention is directed to laws, including but not l imited to:
(1) CIVIL RIGHTS/EQUAL OPPORTUNITY
A. Civil Rights Act of 1964. Under Title VII of the Civil Right s Act of 1964, no person shall, on the grounds of race, sex, religion, color, or national origin, be excluded from participation in, be denied t he benefits of, or be subjected to discrimination under any progra m or activity receiving Federal financial assistance.

B. Section 109 of the Housing and Community Development Act of 1974. No person in the United States shall, on the grounds of race, color, national origin, or sex, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with funds made available under this title.

C. Section 109 of the Act further provides that any prohibition against discrimination on the basis of age under the Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.) or with respect to an otherwis e qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) shall also apply to any program or activity funded in whole or in part with funds made available pursuant to the Act.
(2) PROGRAM ACCESSIBILITY FOR INDIVIDUALS WITH

DISABILITIES
This Agreement is subject to laws and regulations concerning th e rights of otherwise qualified individuals w ith handicaps for equal partic ipation in, and benefit from federally assisted programs and activities, including but not limited to:

A. Americans with Disabilities Act of 1990 (ADA) (28 C.F.R. 5). Title II, Subpart A of the Americans with Disabilities Act of 1990 applies to all publicly funded activities and programs. Provider shall also comply with the public accommodations requirements of Title III of the ADA, as applicable.

B. Nondiscrimination on the Basis of Handicap (24 C.F.R. 8). The se regulations, which implement Section 504 of the Rehabilitation Act of 1973, as amended, and as cited in Section 109 of the Housing and Community Development Act, apply to all federally assisted 






 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C Parametrix, Inc. 14 Service Provider Agreement
Version 01-25-23
activities and programs and are implemented through the regulations at 24 C.F.R. 8.

C. Architectural Barrier Act of 1968. Any building or facility, excluding privately owned residential structures, designed, constructed, or altered with f ederal funds, shall comply with t he Uniform Federal Accessibility Standards, 1984 (41 C.F.R. 3) and the Handicapped Accessibility Requirements of the State of California Title 24. The Consu ltant, Engineer or Architect responsible for such design, cons truction or alte ration shall c ertify compliance with the above standards.

D. In resolving any conflict between the accessibility standards cited in paragraphs (A), (B) and (C) above, the more stringent standard shall apply.

31. RESTRICTIONS ON LOBBYI NG – FEDERAL REQUIREMENT:

This Agreement is subject to 24 C.F.R. 87 which prohibits the p ayment of Federal funds to any person for influencing or attempting to influence, any p ublic officer or employee in connection with the award, making, entering into, extension, co ntinuation, renewal, amendment, or modification of any Federal contract, grant, loan, or agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]







 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C DocuSIgn Envelope ID: 417FBBC6-FEAD-4B67-90D7-217427360884 IN WITNESS WHEREOF, the parties have each caused this Agreement to be duly executed on its behalf as of the Effective Date.

PARAMETRIX, INC.

A Washington Corporation,
—— DocuSigned by:
dforijL PtMMA\Aj£6\A,
^/BKEVitm Pennington
TITLE Vice President
_T>^C \_S>^
NAME Brent Diemer

TITLE CFO
Parametrix, Inc. 15

CITY OF ALAMEDA
A Municipal Corporation
Jennifer Ott
City Manager

RECOMMENDED FOR APPROVAL
—DocuSigned by:
nnnrifnsRq?R4r;fl
Andrew Thomas
Planning, Building and Transportation
Director
APPROVED AS TO FORM:

City Attorney
ql^
Celena H. Chen
Chief Planning Counsel
Service Provider Agreement
Version 01-25-23
DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C 4/21/2023

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
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 o f the policy, certain policies may require an endorsement. A s tatement on this certificate does not confer rights to the certificate hold er in lieu of such endorsement(s).

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 CON TRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERI OD 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 AFFORDE D 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. $
$
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY

$VVXUHG3DUWQHUV 'HVLJQ 3URIHVVLRQDOV ,QVXUDQFH 6HUYLFHV //& 
 0W 'LDEOR %OYG 6XLWH 
/DID\HWWH &$


-HQQLIHU $JXLUUH




'HVLJQ3UR&HUWV#$VVXUHG3DUWQHUVFRP
/LFHQVH
 9DOOH\ )RUJH ,QVXUDQFH &RPSDQ\ 
3$5$,1& &RQWLQHQWDO ,QVXUDQFH &RPSDQ\ 

3DUDPHWUL[ ,QF


WK $YH 6( 6XLWH 
3X\DOOXS :$




;/ 6SHFLDOW\ ,QVXUDQFH &RPSDQ\ 
1DWLRQDO )LUH ,QVXUDQFH RI +DUWIRUG 
&RQWLQHQWDO &DVXDOW\ &RPSDQ\ 


' ; 
; 
; &RQWUDFWXDO /LDE 
; ;&8 ,QFOXGHG 

;
; :$ 6WRS *DS(/
< <   

:$ 6WRS *DS 
$ 
;
; ;
< <   
% ; ;   

; 
(
(
;
1 < 





:$ 6723 *$3



& 3URIHVLRQDO /LDELOLW\
&ODLPV 0DGH
3ROOXWLRQ /LDELOLW\ ,QFOXGHG
'35   3HU &ODLP
$QQXDO $JJUHJDWH
5HWURDFWLYH 'DWH





8PEUHOOD /LDELOLW\ SROLF\ LV D IROORZIRUP WR XQGHUO\LQJ *HQHUDO /LDELOL W\$XWR /LDELOLW\(PSOR\HUV /LDELOLW\ 30; 3URMHFW 1XPEHU1DPH


  /LQFROQ0DUVKDOO3DFLILF &RU ULGRU 
&LW\ RI $ODPHGD LWV &LW\ &RXQFLO ERDUGV FRPPLVVLRQV RIILFLDOV HPSOR \HHV DJHQWV DQG YROXQWHHUV DUH QDPHG DV $GGLWLRQDO ,QVXUHG RQ *HQHUDO /L DELOLW\ DQG $XWR /LDELOLW\ SHU SROLF\ IRUPV ZLWK UHVSHFW WR WKH RSHUDWLRQV RI WKH 1DP HG ,QVXUHG DV UHTXLUHG E\ ZULWWHQ FRQWUDFW RU DJUHHPHQW *HQHUDO /LDELOLW \L V 3ULPDU\1RQ&RQWULEXWRU\ DQG VHYHUDELOLW\ RI LQWHUHVWV SHU SROLF\ IRUP ZRUGLQJ ,QVXUDQFH FRYHUDJH LQFOXGHV ZDLYHU RI VXEURJDWLRQ SHU DWWDFKHG   'D\ 1RWLFH RI &DQFHOODWLRQ
&LW\ RI $ODPHGD
$WWQ
5LVN 0DQDJHU
 6DQWD &ODUD $YH
$ODPHGD &$








 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C 






 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C 






 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C 






 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C Business Auto Policy
Policy Endorsement

CONTRACTORS EXTENDED COVERAGE ENDORSEMENT - BUSINESS AUTO PLUS I.

A.

1. 2.
a.
b.
(1)
(2)

3. 4.

1. 2.

B.

1. 2.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM

LIABILITY COVERAGE
Who Is An Insured
The following is added to Section II, Paragraph A.1., Who Is An Insured:
a. Any incorporated entity of which the Named Insured owns a majority of the voting stock on the date of inception of this Coverage Form; provided that, b. The insurance afforded by this provision A.1. does not apply to any such entity that is an insured under any other liability "policy" providing auto coverage.

Any organization you newly acquire or form, other than a limited liability company, partnership or joint venture, and over which you maintain majority ownership interest.

The insurance afforded by this provision A.2.:

Is effective on the acquisition or formation date, and is afforded only until the end of the policy period of this Coverage Form, or the next anniversary of its inception date, whichever is earlier.

Does not apply to:

Bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization; or
Any such organization that is an insured under any other liability "policy" providing auto coverage.

Any person or organization that you are required by a written contract to name as an additional insured is an insured but only with respect to their legal liability for acts or omissions of a person, who qualifies as an insured under SECTION II – WHO IS AN INSURED and for whom Liability Coverage is afforded under this policy. If required by written contract, this insurance will be primary and non-contributory to insurance on which the additional insured is a Named Insured.

An employee of yours is an insured while operating an auto hired or rented under a contract or agreement in that employee's name, with your permission, while performing duties related to the conduct of your business.
"Policy", as used in this provision A. Who Is An Insured, includes those policies that were in force on the inception date of this Coverage Form but:

Which are no longer in force; or
Whose limits have been exhausted.

Bail Bonds and Loss of Earnings
Section II, Paragraphs A.2. (2) and A.2. (4) are revised as follows:

In a.(2), the limit for the cost of bail bonds is changed from $2,000 to $5,000; and In a.(4), the limit for the loss of earnings is changed from $250 to $500 a day.

Policy No:

Policy Effective Date:

Form No: CNA63359XX (04-2012)
Page: 1 of 4
Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. 








 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C Business Auto Policy
Policy Endorsement
C.

II.

A.

B.
a.
b.

C.
a.

D.
a.
b.
c.
d.
e.
(1)
(2)
E.

Fellow Employee
Section II, Paragraph B.5 does not apply.

Such coverage as is afforded by this provision C. is excess over any other collectible insurance.

PHYSICAL DAMAGE COVERAGE
Glass Breakage – Hitting A Bird Or Animal – Falling Objects Or Missiles The following is added to Section III, Paragraph A.3.:

With respect to any covered auto, any deductible shown in the Declarations will not apply to glass breakage if such glass is repaired, in a manner acceptable to us, rather than replaced.

Transportation Expenses
Section III, Paragraph A.4.a. is revised, with respect to transportation expense incurred by you, to provide:
$60 per day, in lieu of $20; subject to
$1,800 maximum, in lieu of $600.

Loss of Use Expenses
Section III, Paragraph A.4.b. is revised, with respect to loss of use expenses incurred by you, to provide:
$1,000 maximum, in lieu of $600.

Hired "Autos"
The following is added to Section III. Paragraph A.:

5. Hired "Autos"
If Physical Damage coverage is provided under this policy, and such coverage does not extend to Hired Autos, then Physical Damage coverage is extended to:

Any covered auto you lease, hire, rent or borrow without a driver; and Any covered auto hired or rented by your employee without a driver, under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business.

The most we will pay for any one accident or loss is the actual cash value, cost of repair, cost of replacement or $75,000, whichever is less, minus a $500 deductible for each covered auto.

No deductible applies to loss caused by fire or lightning.

The physical damage coverage as is provided by this provision is equal to the physical damage coverage(s) provided on your owned autos.

Such physical damage coverage for hired autos will:

Include loss of use, provided it is the consequence of an accident for which the Named Insured is legally liable, and as a result of which a monetary loss is sustained by the leasing or rental concern.

Such coverage as is provided by this provision will be subject to a limit of $750 per accident.

Airbag Coverage
The following is added to Section III, Paragraph B.3.:

The accidental discharge of an airbag shall not be considered mechanical breakdown.

Policy No:

Policy Effective Date:

Form No: CNA63359XX (04-2012)
Page: 2 of 4
Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. 








 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C Business Auto Policy
Policy Endorsement
F.
c.
d.

G.
a.
b.
c.
d.
(1)
(2)
III.

1. a.
b.
(1)
(2)

2. IV.

A.

Electronic Equipment
Section III, Paragraphs B.4.c and B.4.d. are deleted and replaced by the following:

Physical Damage Coverage on a covered auto also applies to loss to any permanently installed electronic equipment including its antennas and other accessories A $100 per occurrence deductible applies to the coverage provided by this provision.

Diminution In Value
The following is added to Section III, Paragraph B.6.:

Subject to the following, the diminution in value exclusion does not apply to:

Any covered auto of the private passenger type you lease, hire, rent or borrow, without a driver for a period of 30 days or less, while performing duties related to the conduct of your business; and
Any covered auto of the private passenger type hired or rented by your employee without a driver for a period of 30 days or less, under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business.

Such coverage as is provided by this provision is limited to a diminution in value loss arising directly out of accidental damage and not as a result of the failure to make repairs; faulty or incomplete maintenance or repairs; or the installation of substandard parts.

The most we will pay for loss to a covered auto in any one accident is the lesser of:
$5,000; or
20% of the auto's actual cash value (ACV).

Drive Other Car Coverage – Executive Officers
The following is added to Sections II and III:

Any auto you don't own, hire or borrow is a covered auto for Liability Coverage while being used by, and for Physical Damage Coverage while in the care, custody or control of, any of your "executive officers", except:

An auto owned by that "executive officer" or a member of that person's household; or An auto used by that "executive officer" while working in a business of selling, servicing, repairing or parking autos.

Such Liability and/or Physical Damage Coverage as is afforded by this provision.

Equal to the greatest of those coverages afforded any covered auto; and Excess over any other collectible insurance.

For purposes of this provision, "executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document, and, while a resident of the same household, includes that person's spouse.

Such "executive officers" are insureds while using a covered auto described in this provision.

BUSINESS AUTO CONDITIONS
Duties In The Event Of Accident, Claim, Suit Or Loss
The following is added to Section IV, Paragraph A.2.a.:

Policy No:

Policy Effective Date:

Form No: CNA63359XX (04-2012)
Page: 3 of 4
Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. 








 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C Business Auto Policy
Policy Endorsement
(4)
(6)
B.

C.

D.

E.
a.

V.

Your employees may know of an accident or loss. This will not mean that you have such knowledge, unless such accident or loss is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager.

The following is added to Section IV, Paragraph A.2.b.:

Your employees may know of documents received concerning a claim or suit. This will not mean that you have such knowledge, unless receipt of such documents is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager.

Transfer Of Rights Of Recovery Against Others To Us
The following is added to Section IV, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us:

We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us.

This injury or damage must arise out of your activities under a contract with that person or organization.

You must agree to that requirement prior to an accident or loss.

Concealment, Misrepresentation or Fraud
The following is added to Section IV, Paragraph B.2.:

Your failure to disclose all hazards existing on the date of inception of this Coverage Form shall not prejudice you with respect to the coverage afforded provided such failure or omission is not intentional.

Other Insurance
The following is added to Section IV, Paragraph B.5.:

Regardless of the provisions of Paragraphs 5.a. and 5.d. above, the coverage provided by this policy shall be on a primary non-contributory basis. This provision is applicable only when required by a written contract.

That written contract must have been entered into prior to Accident or Loss.

Policy Period, Coverage Territory
Section IV, Paragraph B. 7.(5).(a). is revised to provide:
45 days of coverage in lieu of 30 days.

DEFINITIONS
Section V. paragraph C. is deleted and replaced by the following:

Bodily injury means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury or death resulting from any of these.

Policy No:

Policy Effective Date:

Form No: CNA63359XX (04-2012)
Page: 4 of 4
Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. 








 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C Workers Compensation And Employers Liability Insurance
Policy Endorsement

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 shall not operate directly or indirectly to benefit anyone not named in the Schedule.

Schedule
Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under 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.

Chicago, IL 60604
Policy No: 6 50531402
Form No: WC 00 03 13 (04-1984)
Endorsement No: 3; Page: 1 of 1
Underwriting Company: American Casualty Company of Reading, Pennsylvania, 333 S Wabash Ave, Copyright 1983 National Council on Compensation Insurance. 






 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C Workers Compensation And Employers Liability Insurance
Policy Endorsement

BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS
This endorsement changes the policy to which it is attached.

It is agreed that Part One - Workers’ Compensation Insurance G. Recovery From Others and Part Two - Employers’ Liability 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 2%.

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.

Endorsement No: 2; Page: 1 of 1
Underwriting Company: American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606
Form No: G-19160-B (11-1997)
Endorsement Effective Date:

Policy No: WC 6 50531383

Policy
Endorsement Expiration Date:
© Copyright CNA All Rights Reserved.







 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C

LINCOLN AVENUE/MARSHALL WAY/PACIFIC AVENUE
SAFETY IMPROVEMENT PROJECT, 65% CONSTRUCTION DOCUMENTS

SCOPE OF WORK

The Lincoln Avenue corridor in the City of Alameda, California, measures a total of 3.1 miles and includes, from west to east, Pacific Avenue from Main Street/Central Av enue to Marshall Way; Marshall Way from Pacific Avenue to Fifth Street /Lincoln Avenue, and Lincoln Avenue from Fifth Street and Broadway. The Lincoln Avenue corri dor project currently has a conceptual plan drawing for the full project extents developed by Parisi Transportation Consulting, a division of Parametrix. The conceptual plan includes the following elements and is provided as Appendix A:
ƒ A modified cross-section to provide a “road diet” by reducing the number of through lanes from four to two, adding a center two-way left-turn lane, and including bikeway facilities as either buffered bike lanes (Class II bikeways) or separated bikeways (Class IV bikeways) with new roadway striping, pavement markings, and traffic control signs. ƒ One single lane roundabout and one neighborhood traffic circle. A third modern roundabout on the west project limit at Ce ntral Avenue will be developed as part of another project.
ƒ Major intersection reconfigurations at up to 2 locations, Wilma Chan Way / Eighth Street and Pacific Avenue / Marshall Way.
ƒ Minor intersection reconfigur ations to add new marked crosswalks and corner curb reductions at approximately 21 intersections.
ƒ New curb ramps or bulb-outs at up to 10 intersections totaling to approximately 40 civil features.
ƒ Stormwater catchment features and/or landscaped areas at up to 12 intersections and planted medians for up to 18 trees.
ƒ Traffic signal modifications at up to 9 locations, Pedestrian Hybrid Beacon crossings at up to 3 locations, and Rectangular Rapid Flash Beacon crossings at up to 4 locations, The following scope of work to be performed by Parametrix summarizes tasks to develop 65 percent construction documents for the Lincoln Avenue corridor. All work products will conform to the latest standards contained in the CA MUTCD, Caltrans Standard Plans, Caltrans Design Information Bulletins, City standards plans, an d other applicable standards. Environmental clearance for the project is assumed as the City of Alameda’s responsibility.








 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C

TASK 1: PROJECT MANAGEMENT, SITE VISIT AND MEETINGS
Parametrix will attend a kick-off meeting and a site visit with City staff to review the project objectives, opportunities and constraints, sche dule and deliverables. The proposed budget includes attendance and participation at up to 12 monthly coordination meetings. Parametrix will track project progress, decisions, and next step s using an online project summary that will be shared with City staff; the online project summary will also be used as regular meeting agendas.

Parametrix will provide project updates as monthly progress reports and invoices.

Task 1 Deliverables:
ƒ One online project kick-off meeting
ƒ Online monthly project coordination meetings
ƒ Monthly progress reports and invoices

TASK 2: PRELIMINARY (35%) DESIGN
Parametrix will lay out the entire Lincoln Avenue corridor at 1” = 20’ scale on 22” x 34” plan sheets, equivalent to a 1” = 40’ scale layout on 11” x 17” plan sheets. Each sheet will provide one panel to leave room for project notes and details. The 3.1-mile corridor equates to 28 layout sheets.

Parametrix will use the conceptual plan’s aerial photo base for this phase of the project. Right of way will be assumed as the back of existing sidewalk.

2.1 Civil layout plans. The civil layout plans will present the full study corridor and add civil construction notes and horizontal dimensions. The plans will identify areas with proposed excavation, grading, and/or stormwater drainage modifications; these areas will be included in the next design phase (90%) for utility marking, topographic survey, and detailed civil design. The plans will identify areas showing need for pavement repair as identified by the City. Construction notes will cite City or State standard details where applicable. Construction details will be provided in subsequent design submittals.

2.2 Striping and signage plans. The 28-sheet striping and signage plans will present the full study corridor and add striping construction notes and horizontal dimensions. The layout sheets will include existing traffic control signs, above ground traffic signal equipment; proposed vehicle and bicycle travel lanes; parking areas; bus stops; crosswalks; hybrid and flashing beacons; and other proposed traffic control and traffic calming features.

Sheets will include typical cross-sections with lane and parking dimensions where applicable.

Construction notes will cite City or State standard details where applicable. Construction details will be provided in subsequent design submittals.

2.3 Turning path model. Parametrix will test all corners where there are proposed corner modifications. The City will identify the appropriate Design Vehicle (frequently present) and Control Vehicle (occasionally present) for typical intersection typologies, i.e., at local, collector and arterial streets. Vehicle turn paths will be modeled using AutoCAD Vehicle Tracking software to identify the necessary corner radii and allowable space to install intersection features. The 






 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C

model results will be incorporated into the 35% preliminary design and the model outputs will be submitted as an appendix to the 35% plan set.

2.4 Preliminary Engineering Cost Estimate.

The 35% preliminary design level cost estimate will be based on approximate quantities for paving, striping, signage, and landscaping. Costs for civ il features like curb ramps, bulb-outs, median islands, driveways, stormwater drainage, and utility relocations will be estimated on a “per each” basis. Traffic control features (e.g., signals, hybrid beacons, will be estimated on a “per intersection” basis.

Task 2 Deliverables:
ƒ Preliminary (35%) design plan set with:
ƒ Cover sheet, index of sheets, and draft general notes, 3 sheets ƒ Civil layout, 28 sheets
ƒ Pavement delineation and signage, 28 sheets
ƒ Vehicle turning path model exhibits for up to 25 intersections ƒ Preliminary engineering cost estimate

TASK 3: TECHNICAL STUDIES
Parametrix will prepare technical studies related to travel demand, intersection operations, and street lighting for the project study corridor.

3.1 Lighting models. Parametrix will research the existing luminaire placement, height, and rated brightness through as-built records provided by the City. A site walk with City staff will be performed to confirm the existing street lighting poles, luminaires, and service connection details for each light. With the City’s assistance, an assessment will be made of the potential for upgrading existing luminaires to brighter LED luminaires, if needed, and the potential for alternative technologies to provide supplemental lighting, e.g., solar LED lights.

Based on the findings of the site walk, Parametrix will develop a lighting model using Visual Lighting 2020 software to estimate existing lighting levels at intersections with existi ng traffic signals, at uncontrolled intersections with existing or proposed marked crosswalks, and at midblock locations.

The modeled lighting levels will be verified against Caltrans standards for local intersections and roadways based on the average lighting (Eavg) and maximum lighting ratio (Eavg/Emin) standards.

Parametrix will confirm the model calibration with one nighttime lighting level sample at up to four intersections and six midblock locations. The lighting level model outputs will be provided as a summary table and heat map overlaid on the corridor layout plan. Roadway segments and intersections not meeting the Caltrans standard will be identified for further lighting improvements, initially as luminaire upgrades to brighter equipment and with new supplemental lights as needed.

The findings of the lighting study will be incorporated into the detailed design phase.

3.2 Intersection operations models. Parametrix will compile recent multimodal peak hour traffic counts collected by the City and traffic signal timing cards for existing signalized intersections on 






 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C

the Lincoln Avenue corridor. An existing conditions intersection model in Synchro 11 software (Cubic/Trafficware) will be prepared to estimate multimodal delay under existing conditions and with proposed lane, signal phasing, and signal timing changes. Intersections with high forecasted peak hour delay will be identified for further observation or adjustments.

New peak hour multimodal traffic counts collected by Parametrix will be subject to additional cost.

3.3 Travel demand model results summary. Parametrix will prepare a technical memorandum summarizing the methodologies used and the results of the City’s travel demand modeling, with a focus on the Lincoln Avenue/Marshall Way/Pacific Avenue corridor. Parametrix will consult with Kittelson Associates, developer of the model, to review model inputs and outputs, and weekday peak hour traffic projections. The memorandum will also review citywide trends based on model assumptions and results.

3.4 Roundabout peer review. Parametrix will provide preliminar y design details for the Lincoln Avenue/Fifth Street intersection roundabout to Kittelson Associates. Kittelson will offer a peer review of the intersection design, the results of which will be incorporated into the 65% design plans.

Task 3 Deliverables:
ƒ Technical memo summarizing existing intersection and roadway lighting. ƒ Intersection models in Synchro 11 software.
ƒ Technical memo summarizing travel demand model results ƒ Roundabout design peer review

TASK 4: PUBLIC MEETINGS
Parametrix will support of City staff at the following public meetings.

4.1 Stakeholder meetings. Parametrix will prepare for and participate in up to four stakeholder group meetings to review and discuss potential design and operational parameters along specific roadway segments. Stakeholders may include, but not be limited to, The Academy of Alameda, Love Elementary School, business groups, Alam eda Free Library, etc. Parametrix will prepare meeting materials and present at each meeting. The meeting venu e, meeting logistics, prints, translation services, and other supplemental meeting services shall be coordinated and provided by the City.

4.2 Transportation Commission meeting. Parametrix will prepare for and participate in a briefing to the Transportation Commission. The briefing will include an update on the project development, including the 35% plans, as well as additional information including a review of the travel demand model results summary.

Task 4 Deliverables:
ƒ Preparation and presentation at up to four stakeholder meetings ƒ Preparation and presentation to Transportation Commission 






 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C

TASK 5: 65% PLANS, SPECIFICATIONS AND ESTIMATE

5.1 Topographic Survey. UNICO will perform detailed (non-aerial) topographic surveying and base mapping derived from the establis hed horizontal and vertical control as part of a previous preliminary study of the corridor. The topographic survey will focus on twenty-three (23) separate locations along the corridor. The limits of survey (provided by Parametrix) will cover a box or strip along the roadway or intersections at each of the 23 sites. Within these limits, UNICO will locate curbs, gutters, lip of gutter, pavement grade br eaks, striping, cross walks, pavement crown, and quarter crown along the project limits. UNICO will survey all visible above ground utilities within the limits such as vaults, valves, inlets, manholes, lids, sanitary sewer, gas, electric, telecommunication, and other visible utilities. All topography will be mapped into an AutoCAD base file to include planimetrics, contours, 3D surface and points files.

UNICO will set durable control points derived from the California State Plane Coordinate System NAD83 and NAVD88 datums, for utilization of surveys and construction control.

5.1 Civil design plans. The civil layout plans will be updated in the 65% submittal to reflect City comments received at prior project phases. The civil details will present the demolition extents, horizontal and vertical layout, flowline profiles, and storm drain connection details where needed, for up to 37 curb ramps, four bus islands or bus bulbs, green street treatments at 12 intersections, 11 raised medians, and seven sidewalk and/or driv eway modifications. The civil details will cite applicable City and State standards where applicable and provide custom details where needed.

5.2 Striping and signage plans. The striping design will be updated in the 65% submittal to reflect City comments received at prior project phases . The plans will provide quick build corner bulb details that include with design for striping, colo r treatment, mountable curbs, and vertical posts.

The plans will provide striping and marking details where not addressed by a City or State standard plan. Striping quantities will be indicated on each sheet as callouts and summarized in a striping schedule.

Traffic signage design will update existing traffic control signs where necessary to reflect the new roadway design. The signage design will include four wireless solar rectangular rapid flash systems.

The plans will provide custom sign mockups when not covered by a CA MUTCD standard sign.

Sign and pole quantities will be summarized in a signage schedule.

5.3 Landscaping plans. The landscaping plans will provide 18 enlarged planting layout sheets at 1” = 8’ scale for areas identified for green street or stormw ater capture features and two sheets with planting and soil preparation details. The plans will present the approximate footprint of each plant to ensure adequate coverage and to allo w accurate quantity takeoffs. This work scope assumes no irrigation design; this work may be added as an optional task.

5.4 Electrical (traffic signal and pedestrian hybrid beacon) plans. Parametrix will develop electrical plans for nine existing traffic signals and two new pedestrian hybrid beacons, two sheets for each location totaling to 22 design sheets and two detail sheets. The first plan sheet will reflect elements of the existing traffic signal system to be maintained or upgraded or new equipment for the hybrid 






 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C

beacons; these may include signal controller cabi nets, service cabinets, signal mast arm poles, signal poles, lighting standards, updated video detection equipment, conduits, conductors, and service connections. The design will take care to av oid conflicts with the existing overhead utility lines present along the study corridor. The second sheet will provide the conductor schedule, equipment schedule, construction notes, and construction details. This work scope assumes no signal interconnection work, this work may be provided as an optional task.

5.5 Roadway lighting plans. Parametrix will develop street lighting plans at 1” = 20’ scale on a 22” x 34” plan sheet with 2 panels per sheet (14 layout sheets) and two detail sheets (16 total sheets).

The street lighting plans will indicate the location of existing and proposed streetlights, locations with new or modified luminaire heads, and construction details for new equipment. New service connections, if needed, will be assumed as above-ground connections to match existing conditions. Utility undergrounding is not within this proposed scope of work.

5.6 Technical specifications. Parametrix will develop preliminary technical specifications for all bid items identified in the design plan. The specifications will follow City and State standard specifications for materials, execution, and payment quantities. Project special provisions are assumed to be the responsibility of the City.

5.7 Draft cost estimate. The draft cost estimates will be based on quantity takeoffs for the bid items identified in the 65% plans. Costs for civil features like curb ramps, bulb-outs, median islands, driveways, stormwater drainage, and utility reloca tions will be estimated for standard units as dictated by City or State standards. Signals and hybrid beacon systems will be estimated on a “per intersection” basis but will include detailed quantity takeoffs for the signal components.

Stormwater pollution prevention plans (SWPPP), temporary traffic control plans (TCPs), and encroachment permits are assumed as contractor responsibility. Utility relocation and/or service connection requests to utility companies are assumes as City responsibility.

Task 5 Deliverables:
ƒ Detailed topographic survey at 23 intersection s. Topographic Base File in AutoCAD Civil 3D, Surface File, Points Files
ƒ Draft 65% plans with:
- Cover sheet, index of sheets, and draft general notes, 3 sheets - Civil layout plans. Demolition and horizontal layout, 28 sheets - Civil detail plans. Vertical layout, flowline profiles, and construction details, 31 sheets
- Pavement delineation and signage plans, 28 sheets
- Landscaping plans, 20 sheets
- Electrical plans, 24 sheets
- Roadway street lighting plans, 14 sheets
ƒ Technical specifications (initial draft at the 65% stage) ƒ Engineer’s opinion of cost (preliminary cost estimate at the 65% stage)








 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C

TASK 6: PROJECT CONTINGENCY

6.1 Contingency. A project contingency fund is included in the scope of work. The contingency fund shall be used upon City approval for supplement tasks that may arise during the conduct of the work. Supplement work plans shall be prepared and approved by the City prior to conducting any contingency tasks.

SCHEDULE
Parametrix’s work will follow the project schedule as outlined below. # Task
2023 2024
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
Jan
Feb
Mar
Apr
0 Notice to Proceed
1 Project Management, Meetings. Etc.
2 Preliminary (35%) Design 1
City review
3 Technical Studies
4 Public Meetings
5 65% Draft PS&E
C i t y r e v i e w








 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C Billable Rate ($/hour)
Task 1 Project Management, Site Visit, and Meetings

1.1 Project Management and Team Meetings 132 $34,160

1.2 Monthly Invoices & Progress Reports 60 $11,700

1.3 Site Visits 64 $13,680
256 $59,540
Task 2 35% Design

2.1 Civil Layout (28 Sheets) 424 $74,220

2.2 Striping & Signage (28 Sheets) 424 $74,220

2.3 Turning Path Models (25 Intersections) 308 $53,780

2.4 Preliminary Engineering Cost Estimate 96 $19,480
1156 $221,700
Task 3 Technical Studies

3.1 Lighting (18 Intersections + Roadway) 274 $47,920

3.2 Traffic Operations Model (9 Intersections) 132 $23,940

3.3 Traffic Demand Model Results Summary 82 $16,770
Kittelson Associates (Subconsultant) $7,500

3.4 Roundabout Peer Review 22 $4,110
Kittelson Associates (Subconsultant) $6,500
510 $106,740
Task 4 Public Meetings

4.2 Stakeholder Meetings (4) 74 $16,070

4.3 Transportation Commission Meeting 28 $5,860
102 $21,930
Task 5 65% Draft Design

5.1 Topographic Survey 70 $12,650
UNICO (Subconsultant) $45,000

5.1 Civil Layout (28 Layout Sheets & 31 Detail Sheets) 983 $168,260

5.2 Striping & Signage (28 Sheets) 298 $50,420

5.3 Landscaping Detail (20 Sheets) 444 $76,380

5.4 Electrical Detail (9 Signal, 3 PHB, 26 sheets) 576 $99,120

5.5 Street Lighting (16 sheets) 240 $42,080
2611 $493,910
Task 6 Contingency

6.1 Contingency $91,230
0 $91,230
Total Parametrix Labor & Subconsultants: 4635 $995,050
Reimbursable Expenses
Postage and Travel $1,250
$2,200
Miscellaneous $1,500
$4,950
$1,000,000
Subtotal 54 8 76 104
Subtotal 32 16
41 2 4 2
224 4
224
43 2 2
24 2
45 120 270 540 8
16 24 40 2
LINCOLN AVE./MARSHALL WAY/PACIFIC AVE.

SAFETY IMPROVEMENT PROJECT
65% CONSTRUCTION DOCUMENTS
Parametrix
80 8 20 24
Subtotal 108 44 48
12 40
16 16 16
112 4
56 112
Total Fee
Principal Consultant
Admin. Support

SUMMARY OF LABOR EFFORT
230.00310.00 145.00
Engineer IV
165.00
28 5628
Engineer III (Multiple
Staff)
12 36
16 16
Total Hours
Senior Consultant
150.00
Total Parametrix Fee:
844
16 16
24 12 12
658 1190 2388 88
12 16 36 2
26 78 156 312 4
16 16 48 80 160 4
Total Reimbursable Expenses:
407
Subtotal 88 12 184 344 624
16 80
18 4 144
16 20
36 Subtotal 00000
Printing
32 64 128
Subtotal 125 334 710 1420 22
16 24 40 16
268
72 4168842814
42401206020







 
 
   


DocuSign Envelope ID: 9F04B96D-AA34-414E-B9E2-B7DCC3D03D5C