Sacramento City Council
August 30, 2022

City of Sacramento
City Council Report
915 I Street, 1st Floor
Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2022-01490 8/30/2022 Consent Item 12.

Agreement: Combined Sewer System Regulatory Support
File ID: 2022-01490
Location: Citywide
Recommendation: Pass a Motion authorizing the City Manager or the City Manager’s designee to execute a Professional Services Agreement with Larry Walker Associates (LWA) for professional services related to the Combined Sewer System (CSS) Regulatory Compliance Support Program (I14120600, Funds 6006 and 6011) and Sanitary Sewer Management Plan Engineering/Regulatory Support Program (I14620100, Funds 6006 and 6011) Multi-Year Operating Projects (MYOPs), for a term ending on January 31, 2024 with up to two one-year renewal options for an initial term amount not-to-exceed $538,610.

Contact: Fernando Duenas, Project Manager, (916) 808-4953, [email protected]; Sherill Huun, Engineering & Water Resources Division Manager, (916) 808-1455, [email protected]; Department of Utilities
Presenter: None
Attachments:
1-Description/Analysis
2-Agreement
Description/Analysis
Issue Detail: Staff recommends Council approve an agreement with Larry Walker Associates (LWA), for Combined Sewer System (CSS) monitoring services and regulatory support for Fiscal Year 2022/23, which will include reporting activities through January 2024.

The City of Sacramento (City) owns and operates its Combined Sewer System (CSS) that serves the older portions of Sacramento. The CSS is regulated under a National Pollutant Discharge Elimination System (NPDES) permit (CSS Permit) (Permit No. CA0079111, Order No. R5-2020-0039) issued by the Central Valley Regional Water Quality Control Board. The goals of the CSS Permit are to protect the water quality of the Sacramento River from CSS discharges, reduce combined sewer City of Sacramento Page 1 of 4
File ID: 2022-01490 8/30/2022 Consent Item 12.
overflows into the Sacramento River and to reduce flooding and outflows within the area of the City served by the CSS. The CSS Permit specifies maintenance and operational requirements, effluent limits, sampling requirements, record keeping and regulatory reporting.

To meet the requirements of the CSS Permit, services provided by LWA will include sample collection, laboratory analysis, regulatory reporting, evaluation and optimization of CSS performance, and provision of regulatory expertise. LWA will also provide services to support the Water Quality Assessment required during this permit term. Other services will involve support of the sanitary sewer system for evaluating sanitary sewer overflows and other sanitary sewer field support, including sampling collection and analysis.

Policy Considerations: City Council approval is required for professional service agreements of $250,000 or more per City Code 3.64.020.

Economic Impacts: None.

Environmental Considerations: This report concerns administrative activities that will not have a significant effect on the environment and does not constitute a “project” as defined by the California Environmental Quality Act (CEQA) [CEQA Guidelines Sections 15378(b)(2 and 5)] and is therefore, not subject to CEQA [CEQA Guidelines Section 15060(c)(3)].

Sustainability: The proposed project is consistent with the 2035 General Plan as it supports rehabilitation of the CSS, to provide adequate wastewater collection, treatment, and disposal in the City, and to maintain the systems and facilities to promote and sustain a positive economic climate.

Implementation of the NPDES permit requirements ensures that the CSS is operated and maintained in a way that protects the designated uses of the Sacramento River.

Commission/Committee Action: Not applicable.

Rationale for Recommendation: On April 14, 2022, a Request for Qualifications (Q #22141311007) was advertised and issued on PlanetBids for CSS regulatory compliance support.

On the due date of May 12, 2022, one (1) Statement of Qualifications was received from the following firm:

1. Larry Walker Associates (LWA)
Staff reviewed the proposals and based on their knowledge, expertise, and experience, LWA was selected to provide the requested services.

Financial Considerations: The cost for the agreement’s initial term is not-to-exceed $538,610. As shown in the table below, there are sufficient funds in the CSS Regulatory Compliance Support City of Sacramento Page 2 of 4
File ID: 2022-01490 8/30/2022 Consent Item 12.
(I14120600, Funds 6006 and 6011) and Sanitary Sewer Management Plan Engineering/Regulatory Support (I14620100, Funds 6006 and 6011) MYOPs to approve the agreement.

Name Project No. Fund No. Amount (USD)
CSS Regulatory Compliance
Support, Wastewater
I14120600 6006 $254,333
CSS Regulatory Compliance
Support, Drainage
I14120600 6011 $254,333
Sanitary Sewer Management
Plan Engineering/Regulatory
Support
I14620100 6006 $29,944
There are no General Funds allocated or planned for this project.

Local Business Enterprise (LBE): LWA is not an LBE, but has partnered with an LBE, Stantec Consulting Services, Inc. (Stantec), for this contract to exceed the minimum LBE participation requirement. Stantec will provide monitoring support and analysis of CSS performance services.

Background: The City of Sacramento (City) owns and operates a CSS that conveys both sewer and drainage in common pipelines from the Downtown, East Sacramento, and Land Park areas. The overall CSS is comprised of approximately 11,300 acres. The service area is comprised of a 7,500 acre service area that contributes both wastewater and stormwater to a common collection system, and a 3,800 acre service area that is a separated sewer system that contributes only wastewater flows into the CSS. The CSS is regulated under National Pollutant Discharge Elimination System (NPDES) Permit No. CA0079111, Order No. R5-2020-0039 (Permit), which was renewed on August 14, 2020.

The CSS, under normal operating conditions conveys the combined wastewater and stormwater to the Sacramento Regional County Sanitation District Wastewater Treatment Plant (SRCSD WTP) for treatment and disposal of up to 60 million gallons per day (MGD). The average daily flow from the CSS is approximately 17 MGD. During excessive rainfall events the flows can exceed 60 MGD. The excess flows are stored within the CSS at the City’s two treatment facilities (Pioneer Treatment Plant Reservoir and Combined Wastewater Treatment Plant) and in the oversized collection system (i.e., in -line storage). In the event a storm event volume exceeds the storage and conveyance capacity of the CSS, the City is permitted to treat and discharge wastewater from its two combined wastewater treatment facilities to the Sacramento River. Historically, the City has averaged three to four treated discharge events during a storm season.

The CSS NPDES Permit requires extensive water quality and toxicity sampling of influent and effluent discharge; comprehensive reporting of system operations applicable to the CSS, including City of Sacramento Page 3 of 4
File ID: 2022-01490 8/30/2022 Consent Item 12.
operations and maintenance activities and various feasibility studies; comprehensive reporting of infrastructure annual budgets, long term funding, and actual expenditures; annual analysis and reporting of untreated discharges to the river and on-line reporting of CSS outflows; and extensive regulatory reporting and public notification including notification of downstream municipal water users.

Completion of the tasks required by the CSS NPDES Permit is accomplished by City staff and through professional services agreements when staff expertise or equipment is not available.

Contracted services have included flow measurement and modeling, long term capital improvement evaluation and prioritizations, infrastructure condition assessments, inspections and specialized maintenance, capital improvement construction, and compliance monitoring.

This Combined Sewer System Regulatory compliance support services agreement includes:
technical support for permit required studies; coordination, implementation, and data quality evaluation for permit required water quality and toxicity sampling activities; Delta regulatory expertise; analysis of CSS performance; and regulatory reporting.

City of Sacramento Page 4 of 4
FormApprovedbyCityAttorney9Ͳ1Ͳ2020 Page1
CONTRACT#:
CONTRACTNAME:CombinedSewerSystemRegulatorySupport CONTRACTPROJECT#:I14120600
DEPARTMENT:Utilities
DIVISION:EnvironmentalandRegulatoryCompliance
CITYOFSACRAMENTO
PROFESSIONALSERVICESAGREEMENT*
THISCONTRACTismadeatSacramento,California,byandbetweentheCITYOFSACRAMENTO, achartercityandmunicipalcorporation(“CITY”),and LarryWalkerAssociates,Inc.
1480DrewAvenue,Suite100
Davis,CA95618
(530) 753Ͳ6400/[email protected]
(“Contractor”),asoftheEffectiveDate,asdefinedbelow. TheCityandContractoragreeasfollows:

1. EffectiveDate.ThisContractshallbeeffectivebeginning___________________.

2. ContractDocuments. AllexhibitsanddocumentsattachedorreferredtointhisContractare incorporatedasifsetforthherein,IncludingExhibitA(titled“ScopeofServices”)andExhibitB (titled“Payment”).

Ifthereisaconflictbetweenthetermsandconditionsofanydocumentpreparedorprovided by the Contractor and made a part of this Contract and the other terms or conditions of the Contract,theothertermsandconditionsoftheContractcontrol.

3. Services.SubjecttothetermsandconditionssetforthinthisContract,Contractorshallprovide toCITYtheservicesdescribedinExhibitA(“Services”).

Contractor will not be compensated for services outside the scope of Exhibit A (“Additional Services”) unless, before providing Additional Services: (a) Contractor notifies CITY and CITY agreesthattheAdditionalServicesareoutsidethescopeofExhibitA;(b)Contractorestimates theadditionalcompensationrequiredfortheseAdditionalServices;and(c)CITY,afternotice, approvesinwritingaSupplementalContractspecifyingtheAdditionalServicesandtheamount ofadditionalcompensationtobepaidContractor.

CITY will have no obligations whatsoever under this Contract or any Supplemental Contract, unlessanduntilthisContractoranySupplementalContractisapprovedbytheCityasrequired * Thisformistobeusedforallprofessionalservices,exceptservicesperformedbyarchitects,landscapeͲ architects,professionalengineers,orprofessionallandsurveyors,orservicesrelatedtoaconstructionproject.

Θ/ϭϰϲϮϬϭϬϬ
FormApprovedbyCityAttorney9Ͳ1Ͳ2020 Page2
by the Sacramento City Code. As used in this Contract, the term “Services” includes both ServicesandAdditionalServicesasapplicable.


4. Payment. CITY shall pay Contractor at the times and in the manner set forth in Exhibit B. ContractorshallsubmitallinvoicestoCITYinthemannerspecifiedin ExhibitB.


5. Facilities and Equipment. Except as set forth below, Contractor shall, at its sole cost and expense,furnishallfacilitiesandequipmentrequiredforContractortoperformthisContract. CITYshallfurnishtoContractoronlythefacilitiesandequipmentlistedbelow,ifany. 


6. Insurance. Contractor shall, at its sole cost and expense, maintain the insurance coverage describedintheattachedExhibitC.


7.General Conditions. Contractor shall comply with the terms and conditions set forth in the attachedExhibitD.


8. AdditionalRequirementsforSurveying,MaterialTesting,andInspectionServices.Ifthis Contractincludesanylandsurveying,materialtesting,orinspectionservicesprovidedfora Cityconstructionproject,duringthedesign,preͲconstruction,construction,orpostͲ constructionphasesoftheproject,theContractorandanysubcontractororsubconsultant performinganysuchservicesshallcomplywiththeprovisionsspecifiedinExhibitE. 

9. NonͲDiscriminationinEmployeeBenefits.ThisContractmaybesubjecttoSacramentoCity Codechapter3.54,NonͲ DiscriminationinEmployeeBenefitsbyCityContractors.Asummary ofthe requirements,entitled"RequirementsoftheNonͲDiscriminationinEmployeeBenefits Code(EqualBenefitsOrdinance),”canbeviewedat:

https://www.cityofsacramento.org/Finance/Procurement/ContractͲOrdinances. 
Contractoracknowledgesandrepresentsthat
Contractorhasreadandunderstandsthe
requirementsandshallfullycomplywithallapplicablerequirementsofSacramentoCity Code chapter3.54.IfrequestedbyCity,Contractorshallpromptlyprovideany documentsand informationrequiredbyCitytoverifyContractor'scompliance. 
Contractor'sviolationofSacramentoCityCodechapter3.54constitutesamaterial breachof thisContract,forwhichtheCitymayterminatetheContractandpursueall availablelegaland equitableremedies.


10. Considering Criminal Conviction Information in the Employment Application Process. This ContractmaybesubjecttotherequirementsofSacramentoCityCodechapter3.62,Procedures for Considering Criminal Conviction Information in the Employment Application Process. A summaryoftherequirements,entitled“BanͲTheͲBoxRequirements,”canbeviewedat: 
https://www.cityofsacramento.org/Finance/Procurement/ContractͲOrdinances. FormApprovedbyCityAttorney9Ͳ1Ͳ2020 Page3
TheBanͲTheͲBoxRequirementsareapplicabletocertaincontractswiththeCityinan amount of$250,000ormore(eitherinitialvalueortotalvalueafteramendment)orifthe totalvalueof allContractor'scontractswiththeCityis$250,000ormoreovera12Ͳmonthperiod. ContractoracknowledgesandrepresentsthatContractorhasreadandunderstands these requirementsandshallfullycomplywithallapplicablerequirementsof SacramentoCityCode chapter3.62.IfrequestedbyCity,Contractorshallpromptly provideanydocumentsand informationrequiredbyCitytoverifyContractor's compliance.Contractorshallrequire applicablesubcontractorstofullycomplywithall applicablerequirementsofSacramentoCity Codechapter3.62andincludethese requirementsinallsubcontractscoveredbySacramento CityCodechapter3.62.
Contractor's violation of Sacramento City Code chapter 3.62 constitutes a material breach of thisContract,forwhichtheCitymayterminatetheContractandpursueall availablelegaland equitableremedies.


11. Local Business Enterprise Program. The Local Business Enterprise Program Participation Requirements ("LBE Participation Requirements") may be applicable to this Contract. A summaryoftherequirements,entitled "LBEParticipationRequirements,"canbeviewedat: 
https://www.cityofsacramento.org/Finance/Procurement/ContractͲOrdinances. 
ContractoracknowledgesandrepresentsthatContractorhasreadandunderstands these requirementsandshallfullycomplywithallapplicablerequirementsof SacramentoCityCode chapter3.60.IfrequestedbyCity,Contractorshallpromptly provideanydocumentsand informationrequiredbyCitytoverifyContractor's compliance.Contractorshallrequire applicablesubcontractorstofullycomplywithall applicablerequirementsofSacramentoCity Codechapter3.60andincludethese requirementsinallsubcontractscoveredbySacramento CityCodechapter3.60.

Contractor'sviolationofSacramentoCityCodechapter3.60constitutesamaterial breachof thisContract,forwhichtheCitymayterminatetheContractandpursueall availablelegaland equitableremedies.


12. Authority. ThepersonsigningthisContractforContractorrepresentsandwarrantsthatheor shehasread,understands,andagreestoalltheContracttermsandisfullyauthorizedtosign thisContractonbehalfoftheContractorandtobindtheContractortotheperformanceofthe Contract’sobligations.


[SignaturesPageFollowingExhibits]


FormApprovedbyCityAttorney9Ͳ1Ͳ2020 ExhibitAͲPage1 EXHIBITA
SCOPEOFSERVICES

1. Representatives.

TheCITYRepresentativeforthisAgreementis:
FernandoDuenas,SeniorEngineer
CityofSacramentoDOU
139535thAvenue
Sacramento,CA95822
916Ͳ808Ͳ4953/[email protected]
TheCONTRACTORRepresentativeforthisAgreementis:
MitchMysliwiec
1480DrewAvenue,Suite100
Davis,CA95618
(530) 753Ͳ6400/[email protected]
Unless otherwise provided in this Contract, all Contractor questions and correspondence pertainingtothisContractmustbeaddressedtotheCityRepresentative.AllCityquestionsand correspondencemustbeaddressedtotheContractorRepresentative. Ϯ͘ ScopeofServices.ContractorshallprovideServicestoCityassetforthinAttachment1tothis ExhibitA.
ϯ͘ TimeofPerformance.TheServicesdescribedinthisContractshallbeprovidedfortheŝŶŝƚŝĂů periodbeginninguponexecutionoftheagreementandendingonJanuary31,2024.TheCity mayextendthisContractforuptotwoadditionalĨŝƐĐĂůͲyearƌĞŶĞǁĂůƐ,ǁŝƚŚƐĞƌǀŝĐĞƐĚƵĞƚŽ ĞdžƉŝƌĞ:ĂŶƵĂƌLJϯϭ͕ϮϬϮϲ.ContractorshallprovidetheServicesinaccordancewithany scheduleinAttachment1tothisExhibitA.
ϰ͘ ConflictofInterestRequirements.Theindividual(s)whowillprovideServicespursuanttothis Contractare“Consultants”withinthemeaningofthePoliticalReformActandtheCity’s Conflict of Interest Code.  ___ yes __X__no[checkone] Contractorshallcausethefollowingtooccurwithin30daysafterexecutionofthisContract:
;Ϳ IdentifytheindividualswhowillprovideServicesorperformWorkunderthisContract as"Consultants";and
;Ϳ CausetheseindividualstofilewiththeCityRepresentativethe"assumingoffice" statementsofeconomicinterestsrequiredbytheCity'sConflictofInterestCode.

Thereafter,throughoutthetermoftheContract,Contractorshallcausetheseindividualstofile withtheCityRepresentativeannualstatementsofeconomicinterestsand"leavingoffice" statementsofeconomicinterests,asrequiredbytheCity'sConflictofInterestCode.TheCity 
FormApprovedbyCityAttorney9Ͳ1Ͳ2020 ExhibitAͲPage2 maywithholdalloraportionofanypaymentdueunderthisContractorimposefinesonthe individualsuntilallrequiredstatementsarefiled.
1 SCOPE OF SERVICES EXHIBIT
City of Sacramento Combined Sewer System Monitoring and Regulatory Support
Fiscal Year 2022-23 Larry Walker Associates Scope of Services This Scope of Services describes the consulting services to be provided by Larry Walker Associates, Inc. (LWA) and its subcontractors to the City of Sacramento Department of Utilities (City) from 6HSWHPEHU 2022 through January 2024. The FY2022-23 tasks will be completed under the contract awarded in 2022.

LWA will provide services in support of the combined sewer system (CSS) National Pollutant Discharge Elimination System (NPDES) permit compliance (Order No. R5-2020-0039, effective October 1, 2020). These services include monitoring, reporting, system analysis and general regulatory support.

Task 1 Water Quality Monitoring Support
LWA will provide permit required monitoring support to the City for all CSS river discharge events and associated subcontracted laboratory services. It is assumed that LWA will provide field staff necessary for effluent monitoring, receiving water monitoring, and available to support other monitoring (influent) as needed and as described in the following sub-tasks. While the exact number of sample events is not known, this scope of work was developed to cover five sample collection events at one discharge location and two events (conducted simultaneously) at a second location.

The schedule of deliverables for all tasks is shown below:

Sub-Task No. LWA Deliverable Deliverable Date to City

1.a Update Sampling and Analysis Plan October 1, 2022

1.b Sampling Event Follow-up Email, Chain of
Custody forms, and sample tracking table
Within 3 calendar days of event
completion

1.c Laboratory reports for ‘routine’ data Within 20 calendar days of event completion

1.a Pre-season Sampling Preparations
LWA will review and update the FY2021-22 Sampling and Analysis Plan (SAP) for FY2022- 2023 by October 1, 2022 to assess permit compliance, logistic improvements, safety, quality control samples, industry-standard sampling protocol changes, and feedback from the City staff and field staff. Additional analyses requested or analyses for other programs may be added to the sampling program as funding is available.

LWA will present SAP edits and a review of the previous monitoring year at a meeting with the City Project Manager and the Supervising Plant Operator (SPO) prior to the monitoring year.

Following review and update of the SAP, LWA will lead a field training session for the LWA and City sample collection staff and other City staff. The training session will provide an overview of permit requirements for monitoring and introduce any changes to the monitoring Attachment 1 to Exhibt A
2 program to comply with the current permit or TMDL requirements. The training will be a refresher session to review the event communication plan, responsibilities of LWA and City staff during sampling events, and general monitoring event logistics and monitoring procedures. LWA will provide as-needed follow-up to assist new staff or address issues identified during the training. The training will include site visits to discharge and river locations. LWA will not act as the safety officer for City staff, and health and safety policies listed in the SAP are intended for LWA staff. City staff should conform to City safety policies. The SAP will be revised, if necessary, and finalized within two weeks of the training session or receipt of City staff comments.

1.b Inter-Event Preparations
LWA will provide logistical support for sampling events at the locations and in the roles described in the SAP. This may include the receiving water, effluent and influent locations.

LWA will prepare sample bottles, bottle labels, and field log sheets for collection of samples to fulfill permit requirements. LWA will regularly check with Operations and Maintenance Division staff to determine if additional bottles are necessary and will fill requests as needed.

Sample coolers for City staff will be delivered to the appropriate mobilization area specified by field staff. LWA and City field crews will provide their own properly calibrated field measurement instrumentation. LWA and City field crews will prepare their own chain-of- custody forms that will be reviewed by the LWA Water Quality Monitoring Task Manager.

LWA will subcontract with a forecast service to provide daily weekday forecasts and as-needed weekend and phone forecasting for up to eight months, from October 1 through May 31, splitting the cost with the Sacramento Stormwater Quality Partnership on those months where the service overlaps. Forecasting needs will be evaluated by May 1, to determine if forecasting is needed through May.

Regardless of the occurrence of discharge events it is necessary for LWA to prepare for all events that have a reasonable possibility to cause a discharge event. For budgeting purposes, it is assumed that inter-event preparations will be needed for up to seven forecasted storms (up to four when discharge occurs, and three when discharge does not occur).

1.c Sample collection
LWA will provide as-needed assistance to collect samples at effluent locations for up to four discharge events and provide as-needed assistance for influent monitoring. The SAP outlines roles and responsibilities of the designated consultant and City for sample collection. The LWA Water Quality Monitoring Task Manager will have monitoring staff on-call for discharge events.

When the forecast indicates the potential for a discharge event, the LWA Water Quality Monitoring Task Manager will develop a staffing plan and will coordinate with the SPO about the staffing plans and any variations from typical CSS operations. During the storm event, the on-call SPO will provide a two-hour lead-time notification, if possible, to the LWA Water Quality Monitoring Task Manager prior to the discharge event.

LWA field staff will mobilize when notified by the SPO. LWA will provide a primary and backup contact for the SPO. LWA crews will primarily collect discharge samples at Pioneer and CWTP, however, other locations are possible. Additional samples may also be collected at Sump 2/2A. Because Sump 2/2A discharges are infrequent and short in duration, LWA field teams will Attachment 1 to Exhibt A
3 need to be on site and notified prior to such discharges. LWA will not act as the health and safety officer for City staff and is not responsible for notifying City staff of hazards.

For budgeting purposes, it is assumed that: 1) there will be four discharge events1 annually from Pioneer and up to two events from CWTP; 2) three false starts will occur where field crews are mobilized but discharges and discharge sampling do not actually occur; 3) two LWA or Stantec field crew staff will be available to team with available City staff for effluent monitoring for each routine discharge monitoring event, 4) up to two additional LWA or Stantec field crew staff will be available for each “annual” discharge monitoring event, 5) up to two additional LWA or Stantec field crew staff will be available for events with receiving water monitoring and/or potential untreated discharge, 6) City staff will perform all influent sample collection, and 7) one LWA staff will provide office-based logistical support for each discharge event. It is assumed that receiving water monitoring will be performed during up to three events, per the City’s agreement for reduced monitoring in exchange for Delta Regional Monitoring Program (RMP) participation, and that the City is adequately participating in the Delta RMP. If more than five discharge sample collection events occur, funding may be reallocated from other tasks, if available. This scope includes only three “annual” effluent event – sites. Additional sample collection and analysis could be performed with available budget as directed by the City.

LWA will arrange for delivery of all samples to the appropriate laboratories from a sample mobilization location at the City facilities or the LWA office. LWA will contract directly with commercial analytical laboratories according to specifications in the SAP, which are based on the NPDES permit and include analysis of acute toxicity samples during the “annual” sampling event. The City currently contracts with the Regional San laboratory for bacteria samples, and Regional San will remain the primary laboratory for bacteria samples. LWA will submit bacteria samples to the laboratory within six hours of sample collection and make best efforts to ensure that the bacteriological laboratory can initiate the analysis within eight hours of sample collection.

Within three calendar days of the end of an event sample collection, LWA will send a summary of field activities to the designated City staff. The summary will include all relevant field sheets and chain of custody forms, and operational log sheets if received from the SPO. City staff will review these materials and provide comments or changes to requested analyses.

The budget estimate includes aquatic toxicity analysis and no follow-up or proactive testing (e.g., pH-adjusted treatment, dilution series or toxicity identification evaluations). If toxicity is observed, LWA will coordinate with City staff to provide a recommendation whether follow-up testing should be conducted with available funds. The NPDES permit does not currently require follow-up toxicity assessments such as a toxicity identification evaluation (TIE) or toxicity reduction evaluation (TRE), and it is expected that observed effluent toxicity would be due to low pH, chlorine, or ammonia. The toxicity laboratory will screen for these constituents. Plant operations staff monitor chlorine residual hourly in all effluent discharges. Additionally, for the annual monitoring event, sufficient sample should be collected at all sites to allow for analysis of 1 For the Water Quality Assessment, discharge and receiving water samples will be collected in concert with discharge events. In the first year of sample collection, FY2022-2023, up to three sample collection events will be performed and additional events up to a total of four samples will be collected for the two-year study period. No more than two samples will be collected prior to December 31st in each monitoring year to allow for sample collection after January 1st.

Attachment 1 to Exhibt A
4 a pH-adjusted sample, and/or follow-up ammonia screening using zeolite to reduce ammonia related aquatic toxicity.

This scope of work does not specifically include additional TIE support or TRE preparation, however, if funds from other tasks can be reallocated, the LWA team can provide support and lab analyses for these follow-up analyses as requested by City.

Additional sample collection will be performed based on the work plan under Task 1.d to support the Water Quality Assessment.

1.d Water Quality Assessment
LWA will perform the first year of the Water Quality Assessment (WQA) sample collection and analysis based on the approved (May 10, 2022) two year Work Plan. This scope of work also includes analysis of samples and data compilation, but does not include preparation of a study report or coordination with stakeholders. Sample collection will occur up to three events in FY2022-23. Additional events are necessary in FY2023-24 to provide a total of four events to complete the two-year work plan. The budget assumes that part of the effluent monitoring cost will be offset by effluent annual monitoring for all three events. However, if the annual events do not occur because of lack of discharge from a location, the permit annual analysis budget would be shifted to the water quality assessment.

Task 2 Regulatory Reporting
The NPDES permit requires monthly and annual reporting. LWA will provide data processing support for months in which CSS overflow discharges occur and the annual reporting. Annual reporting for the FY2021-2022 monitoring year (as defined in NPDES permit) will be performed under the FY2021-2022 contract and is not included in this scope of services. Annual reporting for the FY2022-2023 monitoring year will be performed under this scope of services. In addition to permit required sample collection, this task also includes compilation and validation of Water Quality Assessment.

The following is a summary of expected reporting activity deliverables for the 2022-2023 scope of services.

Sub-Task No. LWA Deliverable Deliverable Date to City

2.a Data assessment memoranda, CIWQS uploads Within 24 calendar days of event completion

2.b Annual data DMR and eSMR CIWQS upload December 30, 2023

2.b 2022-2023 Annual Report Sections Assigned by City December 15, 2023

2.c 2022-2023 Untreated Discharge Report, if necessary December 1, 2023

2.a Data Compilation and Reporting
LWA will coordinate all follow-up and corrective actions with analytical laboratories to resolve any identified analytical or sample problems. LWA will request electronic data deliverables (EDD) from the laboratories and apply an EDD processing tool to expedite the compilation of data into a format compatible with the Surface Water Ambient Monitoring Program (SWAMP) database for receiving water data. Data will be maintained in a spreadsheet or database format and available upon request by the City. LWA will perform a data quality evaluation assessment Attachment 1 to Exhibt A
5 and evaluate the appropriateness of data for future uses by adding necessary data qualifiers.

LWA will perform annual data clean-up and maintenance of the Access database of CSS data and provide the database to the City on an annual basis. LWA may assist the City with adding additional types of data to the database as requested by the City and/or provide further reporting functions. LWA will provide an annual refresher training to the City on how to access data and produce reports from the database.

LWA will process the data and upload it for review in the California Integrated Water Quality System (CIWQS), when required. LWA will review data and provide a summary table of qualified data and a narrative discussion of known significant problems affecting the CIWQS data. LWA will prepare the CIWQS Cover Letter during months with discharge. LWA will target complete data compilation and review prior to the reporting deadline (first business day of the second calendar month following the monitoring event). In some cases, events late in the month coupled with laboratory delays may not allow significant City review time. The FY2022- 2023 SAP will include updated roles and schedules for CIWQS reporting. LWA will notify the City of CIWQS uploads and submit the data overview memorandum. If necessary, LWA will perform any changes or corrections requested by the City. The City Legally Responsible Officer (LRO) or their City designee is responsible for submitting the CIWQS reports for routine (monthly) and annual reporting as well as all required Discharge Monitoring Reports (DMR) or other required CIWQS submittals. LWA will provide an annual refresher training to review how to access and submit data through CIWQS.

2.b Annual Report Assistance
LWA will prepare specifically assigned sections of the FY2022-2023 Annual Report, including monitoring data and loading summaries for the Nine Minimum Controls Report. LWA will provide as-needed support services to the City to complete other sections of the annual report.

LWA will assist the City with preparation of the Nine Minimum Controls Annual Progress Report as required in permit Attachment E. Section X.D.3.

The City is required to submit, as part of its Nine Minimum Controls Annual Progress Report that is due on January 30
th of each year, a summary of existing monitoring data and an evaluation of the efficacy of CSO controls (including pollution prevention efforts) to minimize and/or prevent impacts from CSOs. LWA will prepare a summary of existing monitoring data and estimate the load of key constituents removed by CSO controls. If necessary, the City is required to propose revisions to the CSO control program (including the Nine Minimum Controls) to improve the efficiency and effectiveness of controls.

LWA will prepare the following report sections by December 15 of 2023:

C. Review and modify the pretreatment program
D. Maximize flow to the POTW Treatment Plant
I. Monitoring to characterize CSO impacts and efficacy of CSO controls LWA will review all existing sections or items prepared by the City and provide comments on suggested language or additional analysis.

LWA will assist the City in preparation of the FY2022-23 annual report due January 30, 2024.

LWA will provide technical and coordination support to assist in the preparation of the report.

Attachment 1 to Exhibt A
6 LWA duties may include but not limited to the following: review of any report language or analysis and suggested edits to update the report per the 2020 permit, as-needed assistance in preparation of materials not covered under other Scope-of-Services items, attendance at meetings specific to the annual report preparation, and preparation of responses to comments from the Regional Water Board.

LWA will provide the draft upload of annual data to CIWQS by December 30, 2023. “Annual” data refers to the samples collected once per year when a discharge occurs.

2.c Regulatory Reporting and Compliance
LWA will provide as-needed support to respond to regulatory reporting requests or other evaluations including but not limited to responses to notices of violation, data requests from regulators and other parties, interpretation and assessment of modeling performed by others, toxicity data evaluation, and as-needed review of online reports in CIWQS, Total Maximum Daily Load (TMDL) data requests or other. If the City has any untreated discharges in the 2022- 2023 monitoring year, an “Untreated Discharge Evaluation Report” as described in the NPDES permit Attachment E Section X.B.7.d. is required. If necessary, LWA will prepare this report and submit along with the event-specific monthly reporting (self-monitoring report).

It is assumed that the level of effort will not exceed the budgeted amount unless funds are reallocated from other tasks.

Task 3 CSS Performance
LWA has previously provided support in reviewing modeling in support of the Long Term Control Plan (LTCP), and has prepared the Plan of Operations. The LWA team will provide engineering and technical support as requested by the City to assist with DOU in meeting regulatory objectives for the CSS, which may include but are not limited to updates to the Plan of Operations and operational support.

3.a Task 3.1 Plan of Operations Updates
LWA prepared a Plan of Operations in 2012 under direction of City staff. The Plan of Operations is reviewed annually by the City to incorporate any changes in operations or procedures. LWA will assist the City with any identified updates to the Plan of Operations. The City will act as the lead preparer with support from LWA and subconsultants, as necessary with available funding.

3.b Task 3.2 Operations Optimization Support
This task includes as-needed engineering support to assist the City to develop cost effective recommendations for improving water quality or reducing the quantity of discharges and optimizing plant performance. Operations optimization tasks may include support for methylmercury operational evaluations, disinfection evaluations, and other tasks identified by City staff.

Attachment 1 to Exhibt A
7 Task 4 Task 4 Sanitary Sewer Sample Collection
and Analysis
LWA will provide as-needed monitoring and regulatory support of the City’s sanitary sewer system and the sanitary sewer overflow (SSO) program based on the 2013 amendment to the General Order Waste Discharge Requirements (WDR, Order No. WQ 2013-0058-EXEC) and any additional sampling requests as directed by the City. LWA previously developed the Sampling and Analysis Plan (SAP) for this response effort and will provide as-needed monitoring assistance, City staff training, and support for sampling efforts occurring in the sanitary sewer system. LWA will not act as a safety officer for the City as City staff must adhere to City protocols.

LWA will provide as-needed regulatory compliance assistance, field and analytical laboratory services, water quality regulatory and monitoring support, pre-treatment expertise specific to the City of Sacramento sanitary sewer system and facilities.

4.a SSO Regulatory Support
LWA will provide as needed regulatory support related to reporting and other communication with the State Water Resources Control Board, the Regional Water Board, and other parties.

4.b Sanitary Sewer Field Support
When requested by the City, LWA will review and prepare recommendations on the City sampling plan documents. LWA will assist with maintenance and training for the City’s field meter. LWA will provide as needed sample collection support including field staff or office support when notified by the City and will prepare a sampling kit for City field crews. In addition, LWA will provide a training session on sampling procedures for City staff when requested by the City. The budget estimate assumes minor updates to the SAP, one City staff training, on-call phone support, and two field visits to support City staff sample collection efforts, including sample analysis.

When requested by the City, LWA and subconsultants will provide technical assistance to evaluate undesirable conditions in Sump 80 including but not limited to evaluation of sources, interpretation of data, and developing recommendations for industrial user permit conditions.

Task 5 Task 6 Delta and Regulatory Expertise
Delta water quality is a critical resource to California as a major drinking water supply, agricultural supply, and wildlife habitat. This level of interest is expected to increase in the coming years with increasing resource demands, major proposed infrastructure changes such as the Delta Conveyance. Sacramento and San Joaquin River Delta dischargers face increasing regulatory pressures, even in cases where those discharges may not cause significant impacts or are a benefit to the community and receiving water. LWA will provide general tracking support for a wide range of Sacramento and San Joaquin River Delta policy, planning, and implementation activities.

5.a Regulatory and TMDL Issue Support
The Regional Water Board and State Board have several regulatory initiatives that may directly or indirectly impact the City’s CSS permit through new Policy, Basin Plan amendments, or Attachment 1 to Exhibt A
8 Section 13267 monitoring requirements. LWA will track such initiatives and alert the City to stakeholder opportunities, provide as-directed participation, including requested technical evaluations or meeting attendance.

LWA tracks statewide activities and prepares summaries for clients of issues that may affect them (e.g., State Toxicity Policy, TMDLs, Biointegrity and Biostimulatory Policy, Contaminants of Emerging Concern, Beach Water Quality Workgroups, etc.). LWA will prepare as needed summary of the issues potentially affecting the City CSS and will also provide as- needed information to the City or as-needed representation at policy development or stakeholder meetings. LWA will provide regular updates to the City, and work with the City to identify upcoming meetings and issues where the City may want to be involved.

As directed by the City, LWA may attend CVCWA, Delta Nutrient Research Plan, Toxicity, Pyrethroid TMDL/Basin Plan Amendment or other meetings on behalf of the City to gather information and coordinate commenting on issues related to the City CSS. This includes up to three of the monthly meetings in person or via teleconference. Additional meetings may be attended if time is combined with other client representation.

The City CSS has a wasteload allocation for all discharges in the final Delta Methylmercury Total Maximum Daily Load (TMDL). While the City can meet the wasteload allocation in years with a low to average number discharge events, the CSS cannot feasibly comply with the waste load allocation (WLA) in years with larger discharge volumes. During Phase I of the TMDL, the City completed a Methylmercury Control Study in 2018 that consisted of a joint study with the Central Valley Clean Water Association (CVCWA) Special Projects Group (SPG), and an individual evaluation of methylmercury within the CSS system. The TMDL Phase 1 assessment is currently underway, and it is expected that the results of the control studies will inform the Delta Mercury Control Program review and the approach for Phase 2 of the TMDL, which will be released for public comment in summer or fall 2022. LWA will provide updates to the City on upcoming regulatory activities and coordination with CVCWA as well as comments on the draft Phase 2.

At the direction of the City, LWA will assist the City with technical matters and reporting related to the Control Study review process and planning for Phase 2 of the TMDL. These activities may include review of the proposed Delta Mercury Control Program Phase 2 implementation changes or Basin Plan amendments, evaluation of compliance scenarios, evaluation of control strategies, and follow up technical analyses and evaluations.

At the direction of the City, LWA will attend up to three meetings annually with the Regional Water Board, the Phase 2 Stakeholder group, or CVCWA regarding planning for Phase 2, or implementation of Phase 2 of the TMDL.

5.b As Needed Regulatory, Compliance, and Special Studies Special studies may be identified by the City based on other regulatory drivers (e.g., Statewide policy) for constituents such as salinity, bacteria, pyrethroids, methylmercury, nutrients or toxicity. LWA will assist the City in conducting special studies as needed, and in providing evaluations of regulatory issues as directed.

Attachment 1 to Exhibt A
9 5.c Attend Delta RMP Technical Advisory, Regulated Entity, and Steering Committee Meetings
If requested by the City, LWA would attend Delta RMP TAC and Steering Committee meetings on behalf of the City and in coordination with the Sacramento Stormwater Quality Partnership to gather information and represent the City’s interests for the CSS. This could include up to six TAC or subcommittee meetings and four Steering Committee meetings per fiscal year, in person or via teleconference. If requested by the City, LWA would assist in the facilitation of the regulated entity meetings scheduled before the quarterly Steering Committee meetings. It is expected that these efforts will be split with multiple external entities (e.g., Sacramento Stormwater Quality Partnership, CVCWA, and Regional San). LWA will provide regular updates to the City, and work with the City to identify issues of interest to the CSS.

Task 6 Project Coordination
LWA will ensure that the City has access to requested staff and around-the-clock wet weather support for the duration of the project.

6.a Project Coordination and Planning
LWA will coordinate staff and subcontracted laboratories to ensure timely delivery of high quality work products. LWA will provide project status reporting and track budget and deliverable submittals.

LWA will provide project management to ensure that the project is completed on time and within budget, including project coordination and administration necessary to achieve the tasks previously described, and periodic communications with the City and subcontractors. LWA will provide qualified staff to complete all tasks as described in the preceding Scope of Services.

The LWA Project Manager and task leads, as necessary, will lead and attend progress meetings bimonthly or as requested by the City. LWA will prepare an agenda and distribute to City in advance of each scheduled progress meeting.

LWA will produce Progress Reports for review at the progress meetings as needed to keep the City appraised of work progress, schedule and budget status.

LWA will submit a monthly invoice with detailed budget status information on a subtask basis, and a monthly written report describing project activities and expenditures during the period covered by the invoice.

6.b As-Needed Technical Services and Contingency
The City may request additional support if needed. This could include extra regulatory support or technical services, monitoring and reporting for a higher number of storm events than accounted for in Tasks 1 and 2, or additional training. LWA will only use this task with approval from the City Contract Manager.

NOTES TO SCOPE OF SERVICES
x The period during which the LWA and Consulting Team services described herein will be performed is approximately from 6HSWHPEHU 2022 through January 2024. However, uponmutual consent of City of Sacramento and LWA, some activities may extend beyond this
Attachment 1 to Exhibt A
10 time period. A supplemental agreement will need to be processed to extend the contract beyond January 30, 2024.
x Contractor shall provide the City with electronic copies of all work products and data files.
x Contractor shall not make public information releases or otherwise publish/release any information obtained or produced by it as a result of, or in connection with, the performance of services under this Scope of Work without the prior written authorization from City's contract manager.
x It is assumed that the level of effort for each task will not exceed the budgeted amount unless funds are reallocated from other tasks. Contractor shall document re-allocation in the monthly written report provided with the invoice.
x The City contract manager can approve reallocations of the above budget amounts from one task to another as appropriate and can approve carrying over unused funding from one fiscal year into the next.

Attachment 1 to Exhibt A
FormApprovedbyCityAttorney9Ͳ1Ͳ2020 ExhibitBͲPage1 EXHIBITB
PAYMENT

1. CONTRACTOR’s Compensation.ThetotalofallfeespaidtotheContractorfortheprovisionof ServicesassetforthinExhibitA,includinganyauthorizedreimbursableexpenses,shallnot exceedthetotalsumof$538,610.ThepaymentsspecifiedinthisExhibitBshallbetheonly paymentsmadetoContractorunlesstheCityapprovesaSupplementalContract.

2. Billable Rates.ContractorshallbepaidfortheperformanceofServicesonanhourlyrate,daily rate,flatfee,lumpsum,orotherbasis,assetforthinExhibitAorAttachment1tothisExhibitB andanyapplicablespecialprovisionsincludedintherequestforbidsorproposals.Ifthereisa conflictbetweenExhibitAorExhibitBandtheSpecialProvisions,ExhibitAorExhibitBcontrols.

3. CONTRACTOR’s  Reimbursable Expenses. “Reimbursable Expenses” are limited to actual expenditures of Contractor for expenses that are necessary for the proper satisfaction of the Contract and are only payable if specifically authorized in advance in writing by the City. No chargesormarkupwillbeallowedunlessspecifiedintheContract,includingchargesfortravel andtransportation.

4. Payments toCONTRACTOR.Contractorisresponsibleforsupplyingalldocumentation necessarytoverifyinvoicestotheCity’ssatisfaction.

A. Payments  to Contractor shall be made within a reasonable time after receipt of Contractor’s invoice, in proportion to services performed or as otherwise specified in Attachment 1 to Exhibit B. Contractor may request payment on a monthly basis.

Contractorshallberesponsibleforthecostofsupplyingalldocumentationnecessaryto verifythemonthlybillingstothesatisfactionofCITY.

B. Invoices mustbesubmittedtoeitheroftheaddressesspecifiedbelow. (1) Email. Submitemailinvoicesandanyattachmentsto:
[email protected]
(2) Postal Mail.Ifemailingisnotanoption,mailto:

A/PProcessingCenter
CityofSacramento
915IStreet,Floor4
Sacramento,CA95814Ͳ2608
C. All invoicessubmittedbyContractormustcontainthefollowinginformation:
(1) Job/Project Name
(2) CITY’s currentPurchaseOrderNumber
(3) Contractor’s InvoiceNumber
(4) Date ofInvoiceIssuance
(5) Work OrderNumber(ifapplicable)
(6) CITY representativeidentifiedonthePurchaseOrder FormApprovedbyCityAttorney9Ͳ1Ͳ2020 ExhibitBͲPage2 (7) Contractor’s remitaddress
(8) Description ofservicesbilledunderInvoice
(9) Amount ofInvoice(itemizeallauthorizedReimbursableExpenses) (10) Total BilledtoDateunderContract(ifapplicable) D. Items mustbeseparatedintoServicesandReimbursableExpenses.Invoicesthatdonot conform to the format outlined above will be returned to Contractor for correction.

CITYisnotresponsiblefordelaysinpaymenttoContractorresultingfromContractor’s failuretocomplywiththeinvoiceformatdescribedabove.

5. Additional Services. AdditionalServicesshallbeprovidedonlywhenaSupplementalContract authorizing the Additional Services is approved in writing by the City in accordance with the City’s contract amendment procedures. TheCity reserves the right to perform any Additional ServiceswithitsownstaffortoretainothercontractorstoperformtheAdditionalServices.

6. Accounting RecordsofCONTRACTOR.DuringperformanceofthisContractandforaperiodof three years after completion of performance, Contractor shall maintain all accounting and financial records related to this Contract, in accordance with generally accepted accounting practices, including records of Contractor’s costs for performance under this Contract and records of Contractor’s Reimbursable Expenses. Contractor shall keep and make records available for inspection and audit by representatives of the CITY upon reasonable written notice.

7. Tax Payments.Contractorshallpay,whenandasdue,anyandalltaxesincurredasaresultof Contractor’s compensation hereunder, including estimated taxes, and shall provide CITY with proofofthepaymentuponrequest.ContractorherebyagreestoindemnifyCITYforanyclaims, losses, costs, fees, liabilities, damages or injuries suffered by CITY arising out of Contractor’s breachofthissection.

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Attachment 1 to Exhibit B

FormApprovedbyCityAttorney9Ͳ1Ͳ2020 ExhibitCͲPage1 EXHIBITC

INSURANCE


1. InsuranceRequirements.DuringtheentiretermofthisContract,Contractorshallmaintain theinsurancecoverage describedintheInsuranceTermsbelow.Fullcompensationforall premiumsthatContractorisrequiredtopayfortheinsurance coveragedescribedhereinshall beincludedinthecompensationspecifiedunderthis Contract.Noadditionalcompensation willbeprovidedforContractor'sinsurance premiums.Anyavailableinsuranceproceedsin excessofthespecifiedminimumlimits andcoveragesshallbeavailabletotheCity. Contractor'sliabilitytotheCityisnotinanywaylimitedtooraffectedbytheamountof insurancecoveragerequiredorcarriedbytheContractorinconnectionwiththis Contract.

2. GeneralLiabilityMinimumScopeandLimitsofInsuranceCoverage.CommercialGeneral LiabilityInsuranceisrequiredprovidingcoverageatleastasbroad asISOCGLForm0001on anoccurrencebasisforbodilyinjury,includingdeath,of oneormorepersons,property damage,andpersonalinjury,arisingoutofactivities performedbyoronbehalfofthe Contractorandsubcontractors,productsand completedoperationsofContractorand subcontractors,andpremisesowned,leased, orusedbyContractorandsubcontractors,with limitsofnotlessthanonemilliondollars ($1,000,000)peroccurrence.Thepolicyshallprovide contractualliabilityandproducts andcompletedoperationscoverageforthetermofthe policy.

TheCity,itsofficials,employeesandvolunteersshallbecoveredbypolicytermsor endorsementasadditionalinsuredsasrespectsgeneralliabilityarisingoutof:activities performedbyoronbehalfofContractorandsubcontractors;productsandcompleted operationsofContractorandsubcontractors;andpremisesowned,leased,orusedby Contractorandsubcontractors.


3. AutomobileLiabilityMinimumScopeandLimitsofInsuranceCoverage.(Checkthe applicableprovision.)

_X_ AutomobileLiabilityInsuranceisrequiredprovidingcoverageatleastas broadasISO
FormCA0001forbodilyinjury,includingdeath,ofoneormorepersons,property damageandpersonalinjury,withlimitsofnotlessthanonemilliondollars($1,000,000) peroccurrence.Thepolicyshallprovidecoverageforowned,nonͲownedand/orhired autosasappropriatetotheoperationsoftheContractor. 
TheCity,itsofficials,employeesandvolunteersshallbecoveredbypolicytermsor endorsementasadditionalinsuredsasrespectsautoliability. 
___ No automobile liability insurance is required, and by signing this Contract, Contractor certifiesasfollows:

“Contractor certifies that a motor vehicle will not be used in the performance of any work or services under this agreement. If, however, Contractor does transport items underthisContract,orthisContractisamendedtorequireanyemployeesofContractor 
FormApprovedbyCityAttorney9Ͳ1Ͳ2020 ExhibitCͲPage2 touseavehicletoperformservicesundertheContract,Contractorunderstandsthatit must maintain and provide evidence of Automobile Liability Insurance providing coverageatleastasbroadasISOFormCA0001forbodilyinjury,includingdeath,ofone ormorepersons,propertydamageandpersonalinjury,withlimitsofnotlessthanone million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, nonͲowned and/or hired autos as appropriate to the operations of the Contractor.”


4. Excess Insurance. The minimum limits of insurance required above may be satisfied by a combinationof primaryandumbrellaorexcessinsurancecoverage,providedthatanyumbrella or excess insurance contains, or is endorsed to contain, a provision that it will apply on a primarybasisforthebenefitoftheCity,andanyinsuranceorselfͲinsurancemaintained byCity, its officials, employees, or volunteers will be in excess of Contractor's umbrella or excess coverageandwillnotcontributetoit.

5. Workers’CompensationMinimumScopeandLimitsofInsuranceCoverage.(Checkthe applicableprovision.)

_X_ Workers’CompensationInsuranceisrequiredwithstatutorylimitsandEmployers' LiabilityInsurancewithlimitsofnotlessthanonemilliondollars($1,000,000).The Workers'Compensationpolicyshallincludeawaiverofsubrogationinfavorofthe City.

___ NoworkorserviceswillbeperformedonoratCITYfacilitiesorCITYProperty,therefore aWorkers’CompensationwaiverofsubrogationinfavoroftheCITYisnotrequired. 
___ No Workers’ Compensation insurance is required, and by signing this Contract, Contractorcertifiesasfollows:

“Contractor certifies that its business has no employees, and that it does not employ anyone, and is therefore exempt from the legal requirements to provide Workers' Compensationinsurance.If,however,Contractorhiresanyemployeeduringthetermof thisContract,ContractorunderstandsthatWorkers’Compensationwithstatutorylimits and Employer’s Liability Insurance with a limit of not less than one million dollars ($1,000,000) is required. The Workers’ Compensation policy will include a waiver of subrogationinfavoroftheCity.”


6. ProfessionalLiabilityMinimumScopeandLimitsofInsuranceCoverage.ProfessionalLiability InsuranceprovidingcoverageonaclaimsͲmadebasisforerrorsandomissions,ormalpractice withlimitsofnotlessthanonemilliondollars($1,000,000): 
Is__X__ Isnot_____[checkone]requiredforthisAgreement. 
Ifrequired,suchcoveragemustbecontinuedforatleast_3_year(s)followingthecompletion ofallServicesunderthisContract.TheretroactivedatemustbepriortothedatethisContract isapprovedoranyServicesareperformed.


FormApprovedbyCityAttorney9Ͳ1Ͳ2020 ExhibitCͲPage3

7. OtherInsuranceProvisions.Thepoliciesmustcontain,orbeendorsedtocontain,thefollowing provisions:
A. Contractor'sinsurancecoverage,includingexcessinsurance,shallbe primary insuranceasrespectstheCity,itsofficials,employeesand volunteers.Anyinsurance orselfͲinsurancemaintainedbytheCity,its officials,employeesorvolunteerswillbe inexcessofContractor's insuranceandwillnotcontributewithit. 
B. Anyfailuretocomplywithreportingprovisionsofthepolicieswillnotaffect coverage providedtotheCity,itsofficials,employeesorvolunteers. 
C. CoverageshallstatethatContractor'sinsuranceappliesseparatelyto eachinsured againstwhomclaimismadeorsuitisbrought,exceptwith respecttothelimitsofthe insurer'sliability.

D. ContractorshallprovidetheCitywith30dayswrittennoticeofcancellationor materialchangeinthepolicylanguageorterms.


8. AcceptabilityofInsurance.InsurancemustbeplacedwithinsurerswithaBests'ratingofnot lessthanA:VI.SelfͲinsuredretentions,policytermsorothervariationsthatdonotcomplywith the requirementsofthisExhibitCmustbedeclaredtoandapprovedbytheCityin writing beforeexecutionofthisContract.


9. VerificationofCoverage.
A. ContractorshallfurnishCitywithcertificatesandrequiredendorsementsevidencing the insurancerequired.Certificatesofinsurancemustbesignedbyanauthorized representativeoftheinsurancecarrier.CopiesofpoliciesshallbedeliveredtotheCity Representativeondemand.

B. Contractorshallsendallinsurancecertificatesandendorsements,includingpolicy renewals,duringthetermofthisContractdirectlyto: 
CityofSacramento
c/oExigisLLC
POBox947
Murrieta,CA92564

C. CertificateHoldermustbelistedas:

CityofSacramento
c/oExigisLLC
POBox947
Murrieta,CA92564

D. TheCitymaywithdrawitsofferofContractorcancelthisContractifthecertificates of insuranceandendorsementsrequiredhavenotbeenprovidedbeforeexecutionof this Contract.TheCitymaywithholdpaymentstoContractorand/orcanceltheContract ifthe insuranceiscanceledorContractorotherwiseceasestobeinsuredasrequired herein. 
FormApprovedbyCityAttorney9Ͳ1Ͳ2020 ExhibitCͲPage4 

10. Subcontractor Insurance Coverage. Contractor shall require and verify that all subcontractors maintain insurance coverage that meets the minimum scopeandlimits of insurance coverage specifiedinthisExhibitC.


FormApprovedbyCityAttorney9Ͳ1Ͳ2020 ExhibitDͲPage1 EXHIBITD

GENERALCONDITIONS


1. IndependentContractor.

A. It is understood and agreed that Contractor (including Contractor’s employees) is an independentcontractorandthatnorelationshipofemployerͲemployeeexistsbetween the parties hereto for any purpose whatsoever. Neither Contractor nor Contractor’s assignedpersonnelwillbeentitledtoanybenefitspayabletoCITYemployees. CITYis notrequiredtomakeanydeductionsorwithholdingsfromthecompensationpayableto ContractorundertheprovisionsofthisContract,andContractorwillbeissuedaForm 1099 for its services hereunder. As an independent contractor, Contractor hereby agreestoindemnifyandholdCITYharmlessfromanyandallclaimsthatmaybemade against CITY based upon any contention by any of Contractor’s employees or by any third party, including any state or federal agency, that an employerͲemployee relationshiporasubstitutethereforexistsforanypurposewhatsoeverbyreasonofthis Contractorbyreasonofthenatureand/orperformanceunderthisContract. 
B. ItisfurtherunderstoodandagreedbythepartiesthatContractor,intheperformance ofitsobligations,issubjecttotheCity’scontrolanddirection astothedesignationof taskstobeperformedandtheresultstobeaccomplishedunderthisContract,butnot as to the means, methods, or sequence used by Contractor for accomplishing the results. To the extent that Contractor obtains permission to, and does, use CITY facilities,space,equipmentorsupportservicesintheperformanceofthisContract,this usewillbeattheContractor’ssolediscretionbasedontheContractor’sdetermination thattheusewillpromoteContractor’sefficiencyandeffectiveness. Exceptasmaybe specifically provided elsewhere in this Contract, the CITY does not require that ContractoruseCITYfacilities,equipmentorsupportservicesorworkinCITYlocationsin the performance of this Contract. As used in this Contract, "sole discretion" or "sole judgment"meansthatthepartyauthorizedtoexerciseitsdiscretionorjudgmentmaydo sobasedonanunfetteredassessmentofitsowninterests,withoutconsideringhowits decisionaffectstheotherparty,andunconstrainedbytheimpliedcovenantofgoodfaith andfairdealing.

C. If,intheperformanceofthisContract,anythirdpersonsareemployedbyContractor, such persons will be entirely and exclusively under the direction, supervision, and control of Contractor. Except as otherwise provided in this Contract, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determinedbyContractor.ItisfurtherunderstoodandagreedthatContractorwillissue WͲ2 or 1099 Forms for income and employment tax purposes for all Contractor’s assignedpersonnelandsubcontractors.

D. TheprovisionsofthissectionwillsurviveanyexpirationorterminationofthisContract. NothinginthisContractcreatesanexclusiverelationshipbetweenCITYandContractor. Contractor may represent, perform services for, or be employed by any additional personsorcompaniessolongasContractordoesnotviolatetheprovisionsofSection5, 
FormApprovedbyCityAttorney9Ͳ1Ͳ2020 ExhibitDͲPage2 below.


2. Licenses; Permits, Etc. Contractor represents and warrants that Contractor has, and shall maintainatalltimesduringthetermofthisContractatitssolecostandexpense,alllicenses, permits,qualifications,andapprovalsofanynaturethatarelegallyrequiredforContractorto practiceitsprofessionorfulfill
thetermsofthisContract,includingaCityBusinessOperations TaxCertificateandanyrequiredcertificationissuedbytheCaliforniaSecretaryofState. 

3. Time. TimeisoftheessenceintheperformanceofthisContract.Contractorshalldevotethe necessary time and effort to its performance under this Contract. Neither party will be
consideredindefaultofthisContract,totheextentthatparty’sperformanceispreventedor delayedbyanycause,presentorfuture,thatisbeyondthereasonablecontrolofthatparty. 

4. CONTRACTORNotAgent. ExceptasCITYmayspecifyinwriting,ContractorandContractor’s personnel have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. Contractor and Contractor’s personnel shall have no authority, expressorimplied,tobindCITYtoanyobligationswhatsoever. 

5. Conflicts of Interest. Contractor covenants that neither it, nor any officer or principal  of its
firm, has or will acquire any interest, directly or indirectly,that wouldconflict in any manner withtheCITY’sinterestsorthatwouldinanywayhinderContractor’sperformanceunderthis Contract. Contractor further covenants that in the performance of this Contract, no person havinganysuchinterestwillbeemployedbyitasanofficer,employee,agentorsubcontractor, withouttheCity’swrittenconsent.

Contractor agrees to avoid conflicts of interest or the appearance of any conflicts of interest withtheCity’sinterestsduringtheperformanceofthisContract.IfContractorisoremploysa former officer
or employee of the CITY, Contractor and any former City officer or employee shall comply with the provisions of Sacramento City Code Section 2.16.090 pertaining to appearances before the City Council or any CITY department, board, commission, or committee.


6. HazardousSubstances."HazardousSubstances"meansanysubstance,material,waste,or otherpollutantor contaminantthatisorbecomesdesignated,classified,orregulatedas hazardousor toxicunderanylaw,regulation,rule,order,decree,orothergovernmental requirement nowineffectorlaterenacted.IfContractorisshippingHazardousSubstances, ContractormustsupplyaSafetyDataSheet("SDS")withthefirstshipmentof Hazardous SubstancestoeachCitylocationreceivingtheHazardousSubstances.IfthecontentofanSDS isrevised,ContractormustprovidearevisedSDStoeachCity locationreceivingHazardous Substances.


7. ConfidentialityofCITYInformation.DuringperformanceofthisContract,Contractormaygain access to and use CITY information regarding inventions, machinery, products, prices, apparatus, costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets, technical matters, systems, facilities, customer lists, product design, copyright, data,andothervitalinformation(hereaftercollectivelyreferredtoas“CityInformation”)that arevaluable,specialanduniqueassetsoftheCITY. 

FormApprovedbyCityAttorney9Ͳ1Ͳ2020 ExhibitDͲPage3 ContractoragreestoprotectallCityInformationandtreatitasstrictlyconfidential,andfurther agrees that Contractor shall not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party without the City’s prior writtenconsent.

Inaddition,ContractormustcomplywithallCITYpoliciesgoverningtheuseoftheCITYnetwork and technology systems, as set forth in applicable provisions of the City of Sacramento AdministrativePolicyInstructions#30. AviolationbyContractorofthissectionisamaterial violationofthisContractandshalljustifylegalandequitablerelief. 

8. CONTRACTORInformation.

A. CITYshallhavefullownershipandcontrol,includingownershipofanycopyrights,ofall informationprepared,produced,orprovidedbyContractorunderthisContract.Inthis Contract, the term “information” means and includes: any and all work product, submittals, reports, plans, specifications, and other  deliverables consisting of
documents,writings,handwritings,typewriting,printing,photostatting,photographing, computer models, and any other computerized data and every other means of recording any form of information, communications, or representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination thereof. CONTRACTORshallnotberesponsibleforanyunauthorizedmodificationoruseofsuch informationforotherthanitsintendedpurposebyCITY. 
B. Contractor shall fully defend, indemnify and hold harmless CITY, its officers and employees,andeachofthem,fromandagainstanyandallclaims,actions,lawsuitsor otherproceedingsallegingthatalloranypartoftheinformationprepared,produced,or providedbyContractorunderthisContractinfringesuponanythirdparty’strademark, trade name, copyright, patent or other intellectual property rights. CITY shall make reasonableeffortstonotifyContractornotlaterthantendaysafterCITYisservedwith any such claim, action, lawsuit or other proceeding. However, City’s failure to provide notice within the tenͲday period does not relieve Contractor of its obligations hereunder,whichsurviveanyterminationorexpirationofthisContract. 
C. All proprietary and other information received from Contractor by CITY, whether received in connection with Contractor’s proposal to CITY or in connection with Contractor’sperformance,willbediscloseduponreceiptofarequestfordisclosure,in accordance with the California Public Records Act; provided, however, that, if any informationissetapartandclearlymarked“tradesecret”whenitisprovidedtoCITY, CITY shall give notice to Contractor of any request for the disclosure of such information.TheContractorwillthenhavefivedaysfromthedateitreceivesnoticeto petition thecourtfora protective order to prevent the disclosure of the information. The Contractor shall have sole responsibility for defense of the actual “trade secret” designationofsuchinformation.

D. The parties understand and agree that any failure by Contractor to respond to the noticeprovidedbyCITYandseekaprotectiveorder,inaccordancewiththeprovisions of subsection C, above, constitutes a complete waiver by Contractor of any rights regardingtheinformationdesignated“tradesecret”byContractor,andtheinformation 
FormApprovedbyCityAttorney9Ͳ1Ͳ2020 ExhibitDͲPage4 willbedisclosedbyCITYinaccordancewiththePublicRecordsAct. 

9. NotificationofMaterialChangesinBusiness.Contractoragreesthatifitexperiencesany materialchangesinitsbusiness,includinga reorganization,refinancing,restructuring, leveragedbuyout,bankruptcy,namechange, orlossofkeypersonnel,itwillimmediately notifytheCityofthechanges.Contractor alsoagreestoimmediatelynotifytheCityofany conditionthatmayjeopardizethe scheduleddeliveryorfulfillmentofContractor'sobligations totheCityunderthis Contract.

10. Standard of Performance. Contractor shall perform in the manner and according to the standards currently observed by a competent practitioner of Contractor’s profession in California and in compliance with all requirements of this Contract. All products that ContractordeliverstoCITYunderthisContractmustbepreparedinaprofessionalmannerand conform to the standards of quality normally observed by a person currently practicing in Contractor’sprofession.

ContractorshallassignonlycompetentpersonneltoperformonitsbehalfunderthisContract. Contractor must notify the CITY in writing of any changes in Contractor’s staff assigned to performunderthisContract,beforeanyperformancebythenewstaffmember.IftheCITY,in itssolediscretion,determinesthatanypersonassignedbytheContractortoperformunderthis Contractisnotperforminginaccordancewiththestandardsrequiredherein,Cityshallprovide noticetoContractor.Contractorshallimmediatelyremovetheassignedpersonuponreceiptof thenotice.


11. PerformanceorDifferentTermsandConditions.TheCity'ssubsequentperformance willnot
beconstruedaseitheracceptanceof additionalordifferenttermsandconditionsora counterofferbytheContractor,norwill theCity'ssubsequentperformancebeviewedas acceptanceofanyprovisionofthe UniformCommercialCode,asadoptedbyanyState,thatis contrarytothetermsand conditionscontainedherein.Contractor'sperformanceshall conformtotheapplicable requirementsoftheSacramentoCityCharter,SacramentoCity Code,andallapplicable StateandFederallaws,andalltherequirementsofthisContract.The California CommercialCodewillapplyexceptasotherwiseprovidedintheContract. 

12. Emergency/DeclaredDisasterRequirements.If
anemergencyisdeclaredbytheCityManager,
or if any portion of the City is declared a disaster area by the county, state or federal government,thisContractmaybe subjectedtoincreasedusage.TheContractorshallservethe Cityduring a declared emergencyor disaster, subject to the same terms and conditions that apply during nonͲ emergency / nonͲdisaster conditions. The pricing set forth in this Contract willapply, withoutmarkͲup,regardlessofthecircumstances.IftheContractorisunabletofulfill the terms of the Contract because of a disruption in its chain of supply or service, then the Contractorshallprovideproofofthedisruption.Acceptableformsofproofwillincludea letter ornoticefromtheContractor'ssourcestatingthereasonforthedisruption 

13. Term;Suspension;Termination.

A. ThisContractiseffectiveontheEffectiveDateandcontinuesineffectuntilbothparties have fully performed their respective obligations under this Contract, unless sooner terminatedasprovidedherein.

FormApprovedbyCityAttorney9Ͳ1Ͳ2020 ExhibitDͲPage5 
B. CITYshallhavetherightatanytimetosuspendContractor’sperformancehereunder,in wholeorinpart,bygivingawrittennoticeofsuspensiontoContractor.Uponreceiptof suchnotice,ContractorshallimmediatelysuspenditsactivitiesunderthisContract,as specifiedinthenotice.

C. TheCITYshallhavetherighttoterminatethisContractatanytimebygivingawritten notice of termination to Contractor. Upon receipt of such notice, Contractor shall immediately cease performance under this Contract as specified in the notice. If the CITYterminatesthisContract:

(1) Contractor shall, not later than five days after receipt of the notice, deliver all informationpreparedunderthisContracttotheCity.

(2) TheCITYshallpayContractorthereasonablevalueofGoodsorServicesprovided by Contractor before termination; provided, however, CITY shall not in any mannerbeliableforlostprofitsthatmighthavebeenmadebyContractorhad the Contract not been terminated or had Contractor completed performance required by this Contract. Contractor shall furnish to the CITY any financial information requested by the City to determine the reasonable value of the GoodsorServicesprovidedbyContractor.Theforegoingiscumulativeanddoes notaffectanyrightorremedythatCITYmayhaveinlaworequity. 

14. Default by Contractor. In case of default by the Contractor, the City reserves the right to procure the Goods or Services from other sources and deduct from any monies due, or that maythereafter becomeduetotheContractor,thedifferencebetweenthepricenamedinthis Contract andtheactualcosttotheCitytoprocurefromanalternatesource.Pricespaidbythe Citywillbeconsideredtheprevailingmarketpriceatthetimesuchpurchaseismade. 

15. Indemnity.

A. Indemnity:Contractorshalldefend,holdharmless,andindemnifyCity,itsofficers,and employees,andeachandeveryoneofthem,fromandagainstallactions,damages, costs,liabilities,claims,demands,losses,judgments,penalties,andexpensesofevery typeanddescription,whetherarisingonoroffthesiteoftheworkorservices performedunderthisContract,includinganyfeesandcostsreasonablyincurredby City’sstaffattorneysoroutsideattorneysandanyfeesandexpensesincurredin enforcingthisprovision(hereaftercollectivelyreferredtoas“Liabilities”),including Liabilitiesforpersonalinjuryordeath,damagetopersonal,real,orintellectualproperty, damagetotheenvironment,contractualorothereconomicdamages,orregulatory penalties,arisingoutoforinanywayconnectedwithperformanceoforfailureto performthisContractbyContractor,anysubcontractor(includinglowerͲtier subcontractors)oragentofContractor,theirrespectiveofficersandemployees,and anyoneelseforwhoseactsofomissionsanyofthemmaybeliable,whetherornotthe Liabilities(i)arecausedinpartbyapartyindemnifiedhereunder,or(ii)arelitigated, settled,orreducedtojudgment;providedthattheforegoingindemnitydoesnotapply toliabilityfordamagesfordeathorbodilyinjurytopersons,injurytoproperty,orother 
FormApprovedbyCityAttorney9Ͳ1Ͳ2020 ExhibitDͲPage6 loss,damage,orexpense,totheextentarisingfromtheactivenegligenceorwillful misconductof,ordefectsindesignfurnishedby,City,itsagents,servants,or independentcontractorswhoaredirectlyresponsibletoCity,exceptwhensuchagents, servants,orindependentcontractorsareunderthesupervisionandcontrolof Contractororanysubcontractor(includinglowerͲtiersubcontractors)oragentof Contractor.

B. InsurancePolicies;IntellectualPropertyClaims:TheexistenceoracceptancebyCityof anyoftheinsurancepoliciesorcoveragesdescribedinthisContractwillnotaffector limitanyofCity’srightsunderthisSection,norwillthelimitsofanyinsurancelimitthe liabilityofContractorhereunder.ThisSectionwillnotapplytoanyintellectualproperty claims,actions,lawsuitsorotherproceedingssubjecttotheprovisionsoftheContractor InformationSection,above.

C. Survival.Theprovisionsofthissectionwillsurviveanyexpirationorterminationofthis Contract.


16. FundingAvailability.

A. ThisContractissubjecttothebudgetandfiscalprovisionsoftheCharterandthe SacramentoCityCode.

B. TheCity’spaymentobligationunderthisContractwillnotexceedtheamountoffunds appropriatedandapprovedforthisContractbytheSacramentoCityCouncil. 
C.
ThisSectionshallgovernoveranyothercontraryprovisionoftheContract. 

17. EqualEmploymentOpportunity.DuringtheperformanceofthisContract,Contractor,foritself, itsassigneesandsuccessorsininterest,agreesasfollows: 
A. ComplianceWithRegulations:Contractorshallcomplywithallstate,local,andfederal antiͲdiscrimination laws and regulations, including the Executive Order 11246 entitled “Equal Opportunity in Federal Employment”, as amended by Executive Order 11375, 12086, and 13672, and as supplemented in Department of Labor regulations (41 CFR Chapter60),referredtocollectivelyasthe“Regulations.” 
B. Nondiscrimination:Contractor,withregardstotheworkperformedbyitafteraward and before completion of the work under this Contract, shall not discriminate on the groundofrace,color,religion,sex,nationalorigin,age,maritalstatus,physicalhandicap or sexual orientation in selection and retention of subcontractors, including procurement of materials and leases of equipment. Contractor shall not participate eitherdirectlyorindirectlyindiscriminationprohibitedbytheRegulations. 
C. SolicitationsforSubcontractors,IncludingProcurementofMaterialsandEquipment:In all solicitations either by competitive bidding or negotiations made by Contractor for worktobeperformedunderanysubcontract,includingallprocurementofmaterialsor equipment,eachpotentialsubcontractororsuppliershallbenotifiedbyContractorof Contractor’s obligation under this Contract and the Regulations relative to 
FormApprovedbyCityAttorney9Ͳ1Ͳ2020 ExhibitDͲPage7 nondiscriminationonthegroundofrace,color,religion,sex,nationalorigin,age,marital status,physicalhandicaporsexualorientation.

D. InformationandReports:Contractorshallprovideallinformationandreportsrequired bytheRegulations,orbyanyordersorinstructionsissuedpursuantthereto,andshall permit access to its books, records, accounts, other sources of information and its facilitiesasmaybedeterminedbytheCITYtobepertinenttoascertaincompliancewith theRegulations,ordersandinstructions.WhereanyinformationrequiredofContractor isintheexclusivepossessionofanotherwhofailsorrefusestofurnishthisinformation, CONTRACTORshallsocertifytotheCITY,andshallsetforthwhateffortsithasmadeto obtaintheinformation.

E. Sanctions for Noncompliance: In the event of noncompliance by Contractor with the nondiscrimination provisions of this Contract, the CITY shall impose any sanctions it determinesareappropriateincluding:

(1) Withholding of payments to Contractor under this Contract until Contractor complies;
(2) Cancellation,termination,orsuspensionofthisContract,inwholeorinpart. 
F. Incorporation of Provisions: Contractor shall include the provisions of subsections A throughE,above,ineverysubcontract,includingprocurementofmaterialsandleases of equipment, unless exempted by the Regulations, or by any order or instructions issued pursuant thereto. The City may direct Contractor to take specific actions to enforce these provisions, including sanctions for noncompliance; provided, however, that if Contractor becomes involved in, or is threatened with, litigation with a subcontractororsupplierasaresultofsuchdirection,Contractormayrequestthatthe CITYjoinsuchlitigationtoprotecttheCity’sinterests. 

18. Entire Agreement. This Contract, including all Exhibits and documents referenced herein, contains the entire agreement between the
parties and supersedes whatever oral or written
understandingtheymayhavehadbeforetheexecutionofthisContract. Noalterationtothe termsofthisContractshallbevalidunlessapprovedinwritingbyContractor,andbyCITY,in accordancewithapplicableprovisionsoftheSacramentoCityCode. 

19. ModificationofContract. TheContractorshalltakenodirectionfromanyCityemployeethat changestheexecutedtermsandconditionsoftheContract,includingExhibitA,oranychange thatimpactsthecost,price,orschedule,beforereceivingawritten,signedmodificationtothe Contract.


20. Severability.IfacourtwithjurisdictionrulesthatanyportionofthisContractoritsapplication toanypersonorcircumstanceisinvalidorunenforceable,theremainderofthisContractwill notbeaffectedtherebyandwillremainvalidandenforceableaswritten,tothegreatestextent permittedbylaw.


21. Waiver. Neither the CITY’s acceptance
 of, or payment for, any Goods or Services, nor any waiver by either party of any default, breach or condition precedent, will be construed as a waiver of any provision of this Contract, nor as a waiver of any other default, breach or 
FormApprovedbyCityAttorney9Ͳ1Ͳ2020 ExhibitDͲPage8 condition precedent or any other right hereunder. No waiver will be effective unless it is in writingandsignedbythewaivingparty.


22. GoverningLaw. ThisContractshallbegoverned,construedandenforcedinaccordancewith thelawsoftheStateofCalifornia,exceptthattheruleofinterpretationin CaliforniaCivilCode
section 1654 will not apply. Venue of any litigation arising out of this Contract will lie exclusivelyinthestatetrialcourtorFederalDistrictCourtlocatedinSacramentoCountyinthe State of California, and the parties consent to jurisdiction over their persons and over the subjectmatterofanysuchlitigationinsuchcourts,andconsenttoserviceofprocessissuedby suchcourts.


23. Assignment Prohibited. The expertise and experience of Contractor are material considerationsforthisContract.CITYhasastronginterestinthequalificationsandcapabilityof the persons and entities that will
 fulfill the obligations imposed on Contractor under this Agreement. In recognition of this interest, Contractor shall not assign any right or obligation pursuanttothisContractwithoutthewrittenconsentoftheCITY.Anyattemptedorpurported assignmentwithoutCITY’swrittenconsentshallbevoidandofnoeffect. 

24. BindingEffect.ThisContractisbindingontheheirs,executors,administrators,successorsand assignsoftheparties,subjecttotheprovisionsofSection23,above. 

25. CompliancewithLaws.TheContractorshallberesponsibleforstrictcompliancewithall applicablelaws,regulations,courtordersandotherlegalrequirementsapplicabletothework tobeaccomplishedundertheContract,includingtheCaliforniaOccupationalSafetyandHealth ActandallapplicablesafetyordersissuedbytheDivisionofOccupationalSafetyandHealth, DepartmentofIndustrialRelations,StateofCalifornia,andallapplicablerequirementsof UnderwritersLaboratoriesandtheFederalCommunicationCommission. 

26. DebarmentCertification
A. Pursuantto2CFR,Part200,andapplicableExecutiveOrders,theCityisrestrictedinits ability to contract with certain parties that are debarred, suspended, or otherwise excluded or ineligible for participating in Federal assistance programs or activities. By signing this Agreement, CONTRACTOR warrants and certifies under penalty of perjury underthelawsoftheStateofCaliforniathatContractor,includinganyowner,partner, director, officer, or principal of the CONTRACTOR, or any person in a position with managementresponsibilityorresponsibilityfortheadministrationoffederalfunds: 
(1) Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency;

(2) HasnotwithinathreeͲyearperiodprecedingthiscertificationbeenconvictedof orhadaciviljudgmentrenderedagainstitfor:commissionoffraudoracriminaloffense inconnectionwithobtaining,attemptingtoobtain,orperformingapublictransaction or contract (federal, state, or local); violation of federal or state antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records,makingfalsestatements,receivingstolenproperty,orothercriminalfelony; 

FormApprovedbyCityAttorney9Ͳ1Ͳ2020 ExhibitDͲPage9 (3) Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumeratedinparagraph(b)above;or

(4) Hasnot,withinathreeͲyearperiodprecedingthiscertification,hadoneormore publiccontracts(federal,state,orlocal)ortransactionsterminatedforcauseordefault. 
(5) Has not been notified, within a threeͲyear period preceding this certification, been notified of any delinquent Federal taxes in an amount that exceeds $3,500 for whichtheliabilityremainsunsatisfied.Federaltaxesareconsidereddelinquentifthetax liabilityhasbeenfinallydeterminedandthetaxpayerisdelinquentinmakingpayment, asdefinedinSection52.209Ͳ5oftheFederalAcquisitionRegulations. 
B. CONTRACTOR further warrants and certifies that it shall not knowingly enter into any transactionwithanysubcontractor,materialsupplier,orvendorwhoisdebarred,suspended, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency.AnyexceptionstothewarrantiesandcertificationsinthisSectionmustbe disclosedtotheCity.

C. Exceptionswillnotnecessarilyresultindenialofrecommendationforaward,butwillbe considered in determining Contractor’s responsibility. Disclosures must indicate to whom exceptionsapply,theinitiatingagency,and
datesofaction.

D. City will review the Federal Government’s System for Award Management Exclusions maintainedbytheGeneralServicesAdministrationforeligibility,priortotheexecutionofthis Agreement.TheCONTRACTORshallprovideimmediatewrittennoticetotheCityif,atanytime prior to execution, the CONTRACTOR learns this certification is erroneous or has become erroneous by reasonofchanged circumstances. If it is later determined that theContractor’s warranties and certification in this Section were erroneous, the City may terminate this Agreementfordefault.



FormApprovedbyCityAttorney9Ͳ1Ͳ2020 ExhibitEͲPage1 EXHIBITE

ADDITIONALREQUIREMENTSFORSURVEYING,MATERIALTESTING,ANDINSPECTIONSERVICES 
The Services provided under this Contract include land surveying, material testing, or inspection servicesprovidedforaCityconstructionprojectduringthedesign,preͲconstruction,construction,or postͲconstruction phases of the project. Therefore, the services include “Public Work” under the CaliforniaLaborCodeandissubjecttothefollowingrequirements: 
A. Payment of Prevailing Wages: Contractor and any subcontractor(s) performing any PublicWorkshallcomplywiththeprovisionsofSacramentoCityCodeSection3.60.180 and applicable provisions of the California Labor Code, which require, among other things,thatCONTRACTORandallsubcontractorspaynotlessthantheprevailingrateof wages, as determined by the Director of the California Department of Industrial Relations(“DIR”)inaccordancewithCaliforniaLaborCodeSection1773.CONTRACTOR andeverysubcontractorshallmaintainpayrollrecordsandsubmitcertifiedpayrollsand otherlaborcompliancedocumentationelectronicallywhenandasrequiredbyCITY.In addition,LaborCodeSection1771.4requirestheCONTRACTORandanysubcontractor performing any Public Work to furnish electronic payroll records directly to the Labor Commissioner.Contractorshallincludetheserequirementsineverysubcontract. 
This Agreement is subject to compliance monitoring and enforcement by the DIR, as specifiedinCaliforniaLaborCodeSection1771.4.TheContractorandanysubcontractor will be subject to withholding and penalties for violation of prevailing wage requirements in accordance with applicable law, including Labor Code Sections 1726, 1741,1771.5,and1775,andCityCodeSection3.60.180.QuestionsregardingtheCity’s LaborComplianceProgramshouldbedirectedtotheCityRepresentative. 
B. DIRRegistration:CaliforniaLaborCodeSection1725.5requirestheCONTRACTORand all
subcontractorsperformingPublicWorksservicestobecurrentlyregisteredwiththeDIR, as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1providesthatacontractororsubcontractorshallnotbequalifiedtobidon,be listed in a bid proposal (subject to the requirements of Section 4104 of the California Public Contract Code), or engage in the performance of any contract for Public Work, unless currently registered and qualified to perform Public Work in accordance with CaliforniaLaborCodeSection1725.5.

Further information can be found on DIR’s website at http://www.dir.ca.gov/PublicͲ Works/Contractors.html. The above summary is provided solely for informational purposes and does not in any way affect the CONTRACTOR’s and subcontractors’ obligationtocomplyinallrespectswithallotherapplicablelawsandregulations.The CONTRACTORshalldisseminatetheseprovisionstoallsubcontractors. 
BeforetheperformanceofworkbyContractororanysubcontractor(s)underthis Contract,
ContractorshallfurnishContractor’sandanysubcontractors’currentDIR 
FormApprovedbyCityAttorney9Ͳ1Ͳ2020 ExhibitEͲPage2 registrationnumber(s).TheContractor’scurrentDIRregistrationnumberandthe currentDIRregistrationnumberofallsubcontractorswillbelistedontheSubcontractor andLBEParticipationVerificationForm,incorporatedherein. 
TobecompletedbytheCityRepresentativeifthisAgreementisfortheperformance ofanyPublicWork:

ContractorDIRregistration#:_________________________________________ 

C. Workers’CompensationCertification.InaccordancewithCaliforniaLaborCodeSection 1861,bysigningthisContract,ContractoracknowledgesandrepresentsthatContractor isawareoftheprovisionsofSection3700oftheCaliforniaLaborCodewhichrequires every employer to be insured against liability for workers' compensation or to undertake selfͲinsurance in accordance with the provisions of that code, and that Contractor will comply with the provisions of the Labor Code before commencing performanceunderthisContract.

D. Apprentices.IfthisContractisfortheperformanceofanyPublicWork,andtheamount oftheContractis$30,000ormore,theContractorandanysubcontractorsperforming anyPublicWorkunderthisContractmustcomplywithandbesubjecttoenforcement under,theprovisionsofSacramentoCityCodeSection3.60.190,Section1777.5etseq. oftheCaliforniaLaborCode,andimplementingregulationssetforthinTitle8ofthe CaliforniaCodeofRegulations,governingtheemploymentofapprentices.The ContractorandanysubcontractorsperformingPublicWorkwillbesubjecttopenalties forapprenticeshipviolationsinaccordancewithLaborCodeSection1777.7. 
E. WorkingHours.IfthisContractisfortheperformanceofanyPublicWork, Contractor
andanysubcontractorsperforminganyPublicWorkunderthisContractmustcomply withandbesubjecttoenforcementunder,theprovisionsofSacramentoCityCode Section3.60.180andCaliforniaLaborCodeSection1810etseq.,governingtheworking hoursofemployeesperformingPublicWork.

F. FailuretoComplywithLaborCompliance.
Ifallapplicablelaborcompliance
requirementsarenotmet,theCitywillhavetherighttowithholdorrejectapayment requestand/orinvoice,inwholeorinpart,withoutinanywayrelievingContractororits subcontractorsofanyobligationsunderthisContract. 
G. Subcontractors. The Contractor shall include these provisions A through F in every subcontract or subͲagreement for any subcontractors performing work under this Contract.

PSASignaturePage–ApprovedbyCAO11Ͳ1Ͳ2019
Executedasofthedayandyearfirstabovestated.
CITYOFSACRAMENTO
AMunicipalCorporation
By: _____
Printname:
Title:
For:HowardChan,CityManager
ATTEST:
______
CityClerk
APPROVEDASTOFORM:
______
CityAttorney
Attachments
ExhibitA ScopeofWork
ExhibitB Payment
ExhibitC Insurance
ExhibitD GeneralConditions
ExhibitE AdditionalRequirementsforSurveying,MaterialTesting,andInspectionServices ,ĞĐƚŽƌĂƌƌŽŶ
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PSASignaturePage–ApprovedbyCAO11Ͳ1Ͳ2019
CONTRACTOR:
______________________________________
NAMEOFFIRM
______________________________________
FederalI.D.No.
______________________________________
StateI.D.No.
______________________________________
CityofSacramentoBusinessOp.TaxCert.No.
TYPEOFBUSINESSENTITY(checkone):
_____Individual/SoleProprietor
_____Partnership
_____Corporation(mayrequire2signatures)
_____LimitedLiabilityCompany
_____Other(pleasespecify:______________)
______________________________________
SignatureofAuthorizedPerson
______________________________________
PrintNameandTitle
______________________________________
AdditionalSignature(ifrequired)
______________________________________
PrintNameandTitle
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Form 590 20217061223

TAXABLE YEAR
2022 Withholding Exemption Certificate

CALIFORNIA FORM
590
The payee completes this form and submits it to the withholding agent. The withholding agent keeps this form with their records.

Withholding Agent Information
Name
Name □ SSN or ITIN □ FEIN □ CA Corp no. □ CA SOS file no.

Address (apt./ste., room, PO box, or PMB no.)
City (If you have a foreign address, see instructions.) State ZIP code Exemption Reason
Check only one box.

By checking the appropriate box below, the payee certifies the reason for the exemption from the California income tax withholding requirements on payment(s) made to the entity or individual.

CERTIFICATE OF PAYEE: Payee must complete and sign below.

Our privacy notice can be found in annual tax booklets or online. Go to ftb.ca.gov/privacy to learn about our privacy policy statement, or go to ftb.ca.gov/forms and search for 1131 to locate FTB 1131 EN-SP , Franchise Tax Board Privacy Notice on Collection. To request this notice by mail, call 800.338.0505 and enter form code 948 when instructed.

Under penalties of perjury, I declare that I have examined the information on this form, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. I further declare under penalties of perjury that if the facts upon which this form are based change, I will promptly notify the withholding agent.

Type or print payee’s name and title ___________________________________________________ Telephone _________________ Payee Information
□ Individuals — Certification of Residency:

I am a resident of California and I reside at the address shown above. If I become a nonresident at any time, I will promptly notify the withholding agent. See instructions for General Information D, Definitions.

Payee’s signature ▶ Date ______________________
□ Corporations:

The corporation has a permanent place of business in California at the address shown above or is qualified through the California Secretary of State (SOS) to do business in California. The corporation will file a California tax return. If this corporation ceases to have a permanent place of business in California or ceases to do any of the above, I will promptly notify the withholding agent. See instructions for General Information D, Definitions. □ Partnerships or Limited Liability Companies (LLCs):

The partnership or LLC has a permanent place of business in California at the address shown above or is registered with the California SOS, and is subject to the laws of California. The partnership or LLC will file a California tax return. If the partnership or LLC ceases to do any of the above, I will promptly inform the withholding agent. For withholding purposes, a limited liability partnership (LLP) is treated like any other partnership. □ Insurance Companies, Individual Retirement Arrangements (IRAs), or Qualified Pension/Profit-Sharing Plans:

The entity is an insurance company, IRA, or a federally qualified pension or profit-sharing plan. □ California Trusts:

At least one trustee and one noncontingent beneficiary of the above-named trust is a California resident. The trust will file a California fiduciary tax return. If the trustee or noncontingent beneficiary becomes a nonresident at any time, I will promptly notify the withholding agent.
□ Estates — Certification of Residency of Deceased Person:

I am the executor of the above-named person’s estate or trust. The decedent was a California resident at the time of death.

The estate will file a California fiduciary tax return. □ Nonmilitary Spouse of a Military Servicemember:

I am a nonmilitary spouse of a military servicemember and I meet the Military Spouse Residency Relief Act (MSRRA) requirements. See instructions for General Information E, MSRRA. □ Tax-Exempt Entities:

The entity is exempt from tax under California Revenue and Taxation Code (R&TC) Section 23701 ______ Internal Revenue Code Section 501(c) _____
the withholding agent. Individuals cannot be tax-exempt entities. (insert letter) or
(insert number). If this entity ceases to be exempt from tax, I will promptly notify City of Sacramento
Larry Walker Associates, Inc.
✔
94-2610668
1480 Drew Ave, Suite 100
Davis CA 95618
✔
Brian M Laurenson, Executive Vice President 530-753-6400 July 15, 2022

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 e ndorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A st atement on this certificate does not confer rights to the certificate holder 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 CONTRACT 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 PERIO D 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. $ $
$
$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


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COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET WAIVER OF SUBROGATION
This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
The following r eplaces Paragraph A.5., Transfer of required of you by a written contract executed Rights Of Recovery Against Others To Us ,o ft h e prior to any "accident" or "loss", provided that the CONDITIONS Section: "accident" or "loss" arises out of the operations

5. Transfer Of Rights Of Recovery Against Oth- contemplated by such contract. The waiver ap- ers To Us plies only to the person or organization desig- nated in such contract.We waive any right of recovery we may have against any person or organization to the extent
CA T3 40 02 15 © 2015 The Travelers Indemnity Compa ny. All rights reserved .P a g e 1 o f 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 3ROLF\ %$5
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COMM E RCI AL G ENERA L LIAB ILI T Y
that i s av a ilab le to any o f y our " em p loyee s "o ccup at ional ther api st or o ccup at ional f o r "bod i ly injur y " that ar i s e s out o f prov idin gthe r apy as s ist an t, p h y s i c a l therap i s t o r or fa i li ng t o pr ov ide "i ncidental me dic a ls p ee c h- language p a th olo gi st ; or s e rv i c e s " to any p e r s on t o the e x tent n ot(b ) F i r st ai d o r "Good Sama r i tan s e rv i c e s " s ubje c t to P arag rap h 2.a. (1) o f S e c tio n II –by any o f y our " em p loyee s " or " v olunteer Wh o I s An Insured.wor ke r s ", oth e r th an an em ployed o r v o lunteer d o ctor . An y s uc h " em p loyee s " K. M ED I C AL PAY M EN T S – INCREASE D LI M IT or " v ol untee r wor ker s" pr ov idin g or f a il in g The fo llo w ing re pla ces P ar agr ap h 7. ofto pr ov ide f i r s t aid or "Good Sama r i tan S EC T ION I II – L IMIT S O F I N SURA NCE :s e rv i c e s " dur ing th ei r wor k h our s f o r yo u

7. Su bje ct to P ar agr ap h 5. abov e, th e Medic a lw il l b e d ee m ed t o b e a c ti ng w ithin th e s co pe o f thei r em ploy m ent b y y ou o r Ex pens e L im i t i s the mo s t we w il l pay und e r pe r f o r m in g dutie s related to t he c o ndu ct C ov er age C for a ll m ed i c a l e x pens e s o f yo ur bus ine s s . be c aus e o f " bodily inj ur y " s us tained b y any one per s on, and will be th e highe r o f :3. The f o llow ing repla c e s the la st s e nt en c e o f Pa rag raph 5. of SE CTIO N I II – L IMIT S O F a. $10, 00 0; orINSU R A N CE :
b. The am o unt s hown i n th e D e clar at ion s o fFo r t he p ur po s es o f d eter m i ni ng th e th i s C ov er age P ar t for Medica l E x pens eappl i cable E a c h Occur r enc e L im i t , all re la ted Lim i t.a ct s or om i s s ions c om m i tted i n pr ov iding o r f a il in g t o prov ide "inci dent al me dical L . AM END MEN T OF EXCES S INS URA NCE s e r v i ce s ", f i r s t a id or "Good Sama r i tan COND I T ION – P ROF ES SI ONAL L IA BIL I TY s e r v i ce s " to any one p er s on w il l b e deemed The fol lo w ing i s added t o P arag raph 4.b . ,to b e one " o cc ur r ence ". Ex ces s Insu rance , o f S EC T ION I V –4. The f ol low ing ex clu s ion is ad ded t o CO MM ERCIAL GENE R AL L IA BI LIT Y Pa ra gr aph 2. , Ex clus ion s , o f SE CTION I – COND I T ION S :

CO V ER AGE S – C O VER AGE A – BODI L Y Thi s in s ur anc e is ex c e s s ov er any o f the oth e rINJU RY A ND P ROP ERT Y DAM AGE i nsuran c e, w h eth e r pr im ar y, ex ces s , c o nti ng entLI A B IL IT Y : or on a ny other b a s i s , that i s Pro f e ss ionalSa le O f Ph ar mac eu ticals Lia bil ity or s im i la r c ov e r ag e, t o th e ex tent t h e "Bo dily inj ur y " o r "prop e r ty d am age " ar i s ing lo ss i s n o t s ub ject to th e pr o f e s s ional s e r v i c e s ou t o f t h e v iola t ion o f a p enal s ta tute o r ex clusion o f C o v er age A or Co v e rage B . or di nanc e relatin g t o the s a le of M . B LA NKET W AIVER OF SUBRO GATION –phar ma c eut i c al s c om m i tt ed b y, o r wi th t he W H EN R E QUI RED BY WRI T TEN C O NT RACTk nowledg e o r c o n s ent o f t he in s ured. O R AG R EEMEN T5. The fol lo w ing i s a dd ed t o th e D EFIN I TION S The fol lo wing is add ed to P a r agr aph 8. , T ran s ferSe ctio n:

O f Ri g h t s O f Re co ver y Again st O the rs T o U s ,"In ci dent al m ed i c al s e r v i ce s " m ea ns : of SE CTION IV – C O MMERCIAL GEN ERAL a. Med i c al , s ur gic a l, d en tal , lab or ato r y, x - LI A B IL IT Y C ON DITI O NS :
ray o r n ur sing s er v i ce or treatm en t, If the i nsured h a s agr eed in a w r i tten c o n tra ct o radv i c e o r ins tr u ction, o r the rela ted ag ree ment to waiv e that i nsured ' s r ight o ffurn i s hing o f f ood or be v e r ag es; or re cov e r y against any p er s on o r o r g anizat io n, we b. The f ur nishin g o r di s pens i ng o f dr ug s o r waiv e our right o f re c ov e r y agai nst s uch p er s o nm ed i c al , d en tal, or s urgi cal s u pplie s o r or o rganizatio n, but only fo r p ay men ts we m akeappl ia nc e s . be c aus e o f :

6. The fol lo wi ng is added t o Paragr aph 4.b . , a. "Bo dily injur y " o r "pr oper ty d am age " thatE xces s Ins u rance , o f S EC T ION I V – o ccur s ; o rCO M M ERCI AL GENE R AL LI A B ILI T Y b. "Pe r s o nal and a dv e r ti s ing injur y " c aus ed b yCOND I TION S :
an o f f e n s e th at i s c om m it ted ;Thi s i nsuran c e i s ex c e s s ov e r any v al id an d s ubs equent to th e s igni ng o f that c o ntr a ct o rcol le c ti ble oth e r i ns urance , wh ether p r im a r y, ex c e ss , c o nti ng ent o r on any other b a sis, ag ree ment.

CG D3 79 02 19 ú 20 17 T he Tra v e le rs In d e mn ity C o mp a ny . All righ ts re se rv e d . Pa ge 5 o f 6 I nc lud es co py rig ht e d ma te ria l o f I nsur a nce Se rv ice s O f f ice , Inc. wit h its p e rm is sio n. 3ROLF\ 
+

COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BUSINESS AUTO COVERAGE FORM

SECTION I
COVERED AUTOSVarious provisions in this policy restrict coverage.

Read the entire polic y carefully to determine rights, Item Two of the Declarations shows the "autos" thatduties and what is and is not covered. are covered "autos" for each of your coverages. The Throughout this policy t he words "you" and "your" re- following numerical symbols describe the "autos" that fer to the Named Insured shown in the Declarations. m ay be covered "autos". The symbols entered next to The words "we", "us" and "our" refer to the com pany a coverage on the Declarations designate the only providing this insurance. "autos" that are covered "autos".

A. Description Of Covered Auto DesignationOther words and phrases that appear in quotation marks have special meaning. Refer to Section V
Symbols
Definitions.

Symbol Description Of Covered Auto Designation Symbols
1 Any "Auto"
Owned "Autos" Only those "autos" you own (and for Covered Autos Liability Coverage any2 "trailers" you don't own while attached to power units you own). This includesOnly those "autos" you acquire ownership of after the policy begins.

Owned Private Only the private passenger "autos" you own. This includes those private3 Passenger passenger "autos" you acquir e ownership of after the policy begins. "Autos" Only
Owned4 Only those "autos" you own that are not of the private passenger type (and for "Autos" Other Covered Autos Liability Coverage any "trailers" you don't own while attached to Than Private power units you own). This includes those "autos" not of the private passenger type you acquire ownership of after the policy begins.Passenger "Autos" Only
5 Owned "Autos" Only those "autos" you own that are required to have no-fault benefits in the state Subject To where they are licensed or principally garaged. This includes those "autos" you acquire ownership of after t he policy begins provided they are required to have no-No-fault fault benefits in the state where they are licensed or principally garaged.

Owned "Autos"6 Only those "autos" you own that because of the law in the state where they are Subject To A licensed or principally garaged are required to have and cannot reject Uninsured Compulsory Motorists Coverage. This includes those "autos" you acquire ownership of after the Uninsured policy begins provided they are subject to the same state uninsured motorists Motorists Law requirement.

Specifically Only those "autos" de scribed in Item Three of the Declarations for which a7 Described premium charge is shown (and for Covered Autos Liability Coverage any "trailers" "Autos" you don't own while attached to any power unit described in Item Three). 8 Hired "Autos" Only those "autos" you leas e, hire, rent or borrow. This does not inc lude any "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are aOnly partnership), members (if you are a limited liability company) or members of their households.
9 Non-owned Only those "autos" you do not own, lease, hire, rent or borrow that are used in connection with your business. This includes "autos" owned by your "employees","Autos" Only partners (if you are a partnership), members (if you are a limited liability company) or members of their hous eholds but only while used in your business or your personal affairs.

CA 00 01 10 13
Insurance Services Office, Inc., 2011 Page 1 of 12
3ROLF\ %$5

COMMERCIAL AUTO
19 Mobile Equip- Only those "autos" that are land vehicles and that would qualify under the definition ment Subject To of "mobile equipment" u nder this policy if the y were not subject to a compulsory or Compulsory Or financial responsibility law or other m otor vehicle insurance law where they are Financial licensed or principally garaged.

Responsibility
Or Other Motor
Vehicle Insur-
ance Law Only

SECTION II
COVERED AUTOS LIABILITY COV-B. Owned Autos You Ac quire After The Policy ERAGEBegins
A. Coverage1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered next to a coverage in Item Two of the Decla- We will pay all sums an "insured" legally must pay rations, then you have coverage for "autos" as damages because of "bodily injury" or "prop- that you acquire of the type described for the erty damage" to which this insurance applies, remainder of the policy period. caused by an "accident" and resulting from the ownership, maintenance or use of a covered2. But, if Symbol 7 is entered next to a coverage "auto".in Item Two of the Declarations, an "auto" you We will also pay all sums an "insured" legallyacquire will be a covered "auto" for that cov- must pay as a "covered pollution cost or expense"erage only if:
to which this insurance applies, caused by ana. We already cover all "autos" that you own "accident" and resulting from the ownership,for that coverage or it replaces an "auto" maintenance or use of covered "autos". However,you previously owned that had that cov- we will only pay for the "covered pollution cost orerage; and expense" if there is either "bodily injury" or "prop- erty damage" to which this insurance applies thatb. You tell us within 30 days after you ac- is caused by the same "accident".quire it that you want us to cover it for that coverage. We have the right and duty to defend any "in- sured" against a "suit" asking for such damagesC. Certain Trailers, Mobile Equipment And Tem- or a "covered pollution cost or expense". How-porary Substitute Autos ever, we have no duty to defend any "insured"If Covered Autos Liability Coverage is provided by against a "suit" seeking damages for "bodily in-this Coverage Form, th e following types of vehi- jury" or "property damage" or a "covered pollutioncles are also covered "autos" for Covered Autos cost or expense" to which this insurance does not Liability Coverage: apply. We may investigate and settle any claim or "suit" as we consider appropriate. Our duty to de-1. "Trailers" with a load capacity of 2,000 fend or settle ends when the Covered Autos Li-pounds or less designed primarily for travel ability Coverage Limit of Insurance has been ex-on public roads. hausted by payment of judgments or settlements.2. "Mobile equipment" while being carried or

1. Who Is An Insuredtowed by a covered "auto".

The following are "insureds":3. Any "auto" you do not own while used with a. You for any covered "auto".the permission of its owner as a temporary substitute for a covered "auto" you own that is b. Anyone else while using with your per- out of service because of its: mission a covered "auto" you own, hire or borrow except:a. Breakdown;
(1) The owner or anyone else fromb. Repair;
whom you hire or borrow a coveredc. Servicing; "auto".
d. "Loss"; or This exception does not apply if the
covered "auto" is a "trailer" connectede. Destruction.
to a covered "auto" you own.

Insurance Services Office, Inc., 2011 CA 00 01 10 13

COMMERCIAL AUTO
(2) Your "employee" if the covered "auto" pay interest ends when we have paid, is owned by that "employee" or a offered to pay or deposited in court member of his or her household. the part of the judgment that is within our Limit of Insurance.(3) Someone using a covered "auto" while he or she is working in a busi- T hese payments will not reduce the Limit ness of selling, servicing, repairing, of Insurance.
parking or storing "autos" unless that b. Out-of-state Coverage Extensionsbusiness is yours. While a covered "auto" is away from the(4) Anyone other than your "employees", state where it is licensed, we will:partners (if you are a partnership), (1) Increase the Limit of Insurance formembers (if you are a limited liability Covered Autos Liability Coverage tocompany) or a lessee or borrower or meet the limits specified by a com-any of their "employees", while mov- pulsory or f inancial responsibility lawing property to or from a covered of the jurisdiction where the covered"auto". "auto" is being used. This extension(5) A partner (if you are a partnership) or does not apply to the limit or limitsa member (if you are a limited liability specified by any law governing motorcompany) for a cov red "auto" ownede carriers of passengers or property.by him or her or a member of his or (2) Provide the minimum am ounts andher household. types of other coverages, such as no-c. Anyone liable for the conduct of an "in- fault, r equired of out-of-state vehiclessured" described above but only to the by the jurisdiction where the coveredextent of that liabil ty.i "auto" is being used.

2. Coverage Extensions We will not pay anyone more than once a. Supplementary Payments for the same elements of loss because of these extensions.We will pay for the "insured":

B. Exclusions(1) All expenses we incur.

This insurance does not apply to any of the fol-(2) Up to $2,000 for cost of bail bonds lowing:(including bonds for related traffic law

1. Expected Or Intended Injuryviolations) required because of an "accident" we cover. We do not have "Bodily injury" or "property damage" expectedto furnish these bonds. or intended from the standpoint of the "in- (3) The cost of bonds to release attach- sured".
ments in any "suit" against the "in- 2. Contractualsured" we defend, but only for bond Liability assume d under any contract oramounts within our Limit of Insur- agreement.ance.

But this exclusion d oes not apply to liability(4) All reasonable expenses incurred by for damages:the "insured" at our request, including
actual loss of earnings up to $250 a a. Assumed in a contract or agreement that day because of time off from work. is an "insured contract", provided the "bodily injury" or "property damage" oc-(5) All court costs taxed against the "in- curs subsequent to the execution of thesured" in any "suit" against the "in- contract or agreement; orsured" we defend. However, these payments do not include at- b. That the "insured" would have in the ab- torneys' fees or attorneys' expenses sence of the contract or agreement. taxed against the "insured". 3. Workers' Compensation
(6) All interest on the full amount of any Any obligation for which the "insured" or thejudgment that accrues after entry of "insured's" insurer may be hel d liable underthe judgment in any "suit" against the any workers' compensation, disability benefits"insured" we defend, but our duty to CA 00 01 10 13
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7. Handling Of Propertyor unemployment compensation law or any similar law. "Bodily injury" or "property damage" resulting from the handling of property:4. Employee Indemnification And Employer's Liability a. Before it is moved from the place where it is accepted by the "insured" for move-"Bodily injury" to:
ment into or onto the cov red "auto"; orea. An "employee" of the "insured" arising out b. After it is moved from the covered "auto"of and in the course of:
to the place where it is finally delivered by(1) Employment by the "insured"; or the "insured". (2) Performing the duties related to the 8. Movement Of Property By Mechanical De- conduct of the "insured's" business; vice
or "Bodily injury" or "property damage" resulting
b. The spouse, c hild, parent, bro ther or sis- from the movement of property by a me- ter of that "employee" as a consequence chanical device (other than a hand truck) of Paragraph a. above. unless the device is attached to the covered "auto".This exclusion applies:

9. Operations(1) Whether the "insured" may be liable
as an employer or in any other ca- "Bodily injury" or "property damage" arising out of the operation of:pacity; and
a. Any equipment listed in Paragraphs 6.b.(2) To any obligation to share damages and 6.c. of the definition of "mobilewith or repay someone else who equipment"; ormust pay damages because of the in-
jury. b. Machinery or equipment that is on, at-
tached to or part of a land vehicle thatBut this exclusion does not apply to "bodily in- would qualify under the definition of "mo-jury" to domestic "employees" not entitled to bile equipment" if it were not subject to aworkers' compensation benefits or t o liability compulsory or financial responsibility lawassumed by the "insured" under an "insured or other motor vehicle insurance lawcontract". For the purposes of the Coverage where it is licensed or principally garaged.Form, a domestic "employee" is a person en-

10. Completed Operationsgaged in household or domestic work per- formed principally in connection with a resi- "Bodily injury" or "property damage" arising dence premises. out of your work after that work has been completed or abandoned.5. Fellow Employee
In this exclusion, your work means:"Bodily injury" to:
a. Work or operations performed by you ora. Any fellow "employee" of the "insured" on your behalf; andarising out of and in the course of the fel- low "employee's" employment or while b. Materials, parts or equipment furnished in performing duties related to the conduct connection with such work or operations. of your business; or Your work includes warranties or representa- b. The spouse, c hild, parent, bro ther or sis- tions made at any time with respect to the fit- ter of that fellow "employee" as a conse- ness, quality, durability or performance of any quence of Paragraph a. above. of the items included in Paragraph a. or b. above.6. Care, Custody Or Control
Your work will be deemed completed at the"Property damage" to or "covered pollution earliest of the following times:cost or expense" inv olving proper ty owned or transported by the "insured" or in the "in- (1) When all of the work called for in your sured's" care, custody or control. But this ex- contract has been completed; clusion does not apply to liability assumed (2) When all of the work to be done atunder a sidetrack agreement. the site has been completed if your

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(2) The "bodily injury", "property dam-contract calls for work at more than one site; or age" or "covered pollution cost or ex-
pense" does not arise out of the op-(3) When that part of the work done at a eration of any equipment listed injob site has been put to its intended Paragraphs 6.b. and 6.c. of the defi-use by any person or organization nition of "mobile equip ent"m.other than another contractor or sub- Paragraphs b. and c. above of this exclusioncontractor working on the same pro- do not apply to "a ccidents" that occur awayject.
from premises owned by or rented to an "in-Work that may need se rvice, maintenance, sured" with respect to "pollutants" not in orcorrection, repair or replacement, but which is upon a covered "auto" if:otherwise complete, will be treated as com- (a) The "pollutants" or any propertypleted.
in which the "pollutants" are con-11. Pollution tained are upset, overturned or damaged as a result of the main-"Bodily injury" or "property damage" arising tenance or use of a coveredout of the actual, alleged or threatened dis- "auto"; andcharge, dispersal, seepage, migrat ion, re-
lease or escape of "pollutants": (b) The discharge, dispersal, seep- age, migration, release or escapea. That are, or that are contained in any of the "pollutants" is caused di-property that is:
rectly by such upset, overturn or(1) Being transported or towed by, han- damage.dled or handled for movement into, 12. Waronto or from the covered "auto"; "Bodily injury" or "property damage" arising(2) Otherwise in the course of transit by directly or indirectly out of:or on behalf of the "insured"; or a. War, including undeclared or civil war;(3) Being stored, disposed of, treated or b. Warlike action by a military force, includ-processed in or upon the covered ing action in hindering or defending"auto";
against an actual or expected attack, byb. Before the "pollutants" or any property in any government, sovereign or other au-which the "pollutants" are contained are thority using military pers onnel or other moved from the place where they are ac- agents; or
cepted by the "insured" for movement into c. Insurrection, rebellion, revolution,or onto the covered "auto"; or usurped power or action taken by gov- c. After the "pollutants" or any property in ernmental authority in hindering or de- which the "pollutants" are contained are fending against any of these. moved from the cov red "auto" to thee 13. Racingplace where t hey are f inally delivered, Covered "autos" while used in any profes-disposed of or abandoned by the "in- sional or organized racing or demolition con-sured". test or stunting activ ty, or while practicing fori Paragraph a. above does not apply to f uels, such contest or activity. This insurance also lubricants, fluids, exhaus t gases or other simi- does not apply while that covered "auto" is lar "pollutants" that are needed for or result being prepared for such a contest or activity. from the normal electrical, hydraulic or me- C. Limit Of Insurancechanical functioning of the covered "auto" or Regardless of the number of covered "autos",its parts if:
"insureds", premiums paid, claims made or vehi-(1) The "pollutants" escape, seep, mi- cles involved in the "accident", the most we will grate or are discharged, dispersed or pay for the total of all damages and "covered pol- released directly from an "auto" part lution cost or expense" combined resulting from designed by it s manufacturer to hold, any one "accident" is the Limit Of Insurance for store, receive or dispose of such "pol- Covered Autos Liability Coverage shown in the lutants"; and Declarations.

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a. Glass breakage;All "bodily injury", "property damage" and "cov- ered pollution cost or expense" resulting from b. "Loss" caused by hitting a bird or animal;continuous or repeated exposure to substantially andthe same conditions will be co nsidered as result- c. "Loss" caused by falling o bjects or mis-ing from one "accident". siles.No one will be entitled to receive duplicate pay- However, you have the option of having glassments for the same elements of "loss" under this breakage caused by a covered "auto's" colli-Coverage Form and any Medical Payments Cov- sion or overturn considered a "loss" undererage endorsement, Uninsured Motorists Cover- Collision Coverage.age endorsement or Underinsured Motorists Coverage endorsement attached to this Coverage 4. Coverage Extensions Part. a. Transportation Expenses

SECTION III
PHYSICAL DAMAGE COVERAGE We will pay up to $20 per day, to a maxi- A. Coverage mum of $600, for temporary transporta-
tion expense incurred by you because of1. We will pay for "loss" to a covered "auto" or the total theft of a covered "auto" of theits equipment under:
private passenger type. We will pay onlya. Comprehensive Coverage for those covered "autos" for which you From any cause except: carry either Comprehensive or Specified Causes Of Loss Coverage. We will pay(1) The covered "auto's" collision with for temporary transportation expenses in-another object; or curred during the period beginning 48(2) The covered "auto's" overturn. hours after the theft and ending, regard- b. Specified Causes Of Loss Coverage less of the policy's expiration, when the covered "auto" is returned to use or weCaused by: pay for its "loss". (1) Fire, lightning or explosion; b. Loss Of Use Expenses (2) Theft; For Hired Auto Physical Damage, we will
(3) Windstorm, hail or eart hquake; pay expenses for which an "insured" be- comes legally re sponsible to pay for loss(4) Flood;
of use of a vehicle rented or hired without(5) Mischief or vandalism; or a driver under a written rental contract or (6) The sinking, burning, collision or de- agreement. We will pay for loss of use railment of any conveyance transport- expenses if caused by:
ing the covered "auto". (1) Other than collision only if the Decla- c. Collision Coverage rations indicates that Comprehensive Coverage is provided for any coveredCaused by:
"auto";(1) The covered "auto's" collision with
(2) Specified Causes Of Loss only if theanother object; or Declarations indicates that Specified(2) The covered "auto's" overturn. Causes Of Loss Coverage is pro-

2. Towing vided for any covered "auto"; or
We will pay up to the limit shown in the Decla- (3) Collision only if the Declarations indi- rations for towing and labor costs incurred cates that Collision Coverage is pro- each time a cov red "auto" of the privatee vided for any covered "auto". passenger type is dis abled. However, the la- However, the most we will pay for anybor must be performed at the place of dis- expenses for loss of use is $20 per day,ablement. to a maximum of $600.

3. Glass Breakage
Hitting A Bird Or Animal B. Exclusions
Falling Objects Or Missiles

1. We will not pay for "loss" caused by or result-If you carry Comprehensive Coverage for the ing from any of the following. Such "loss" isdamaged covered "auto", we will pay for the excluded regardless of any other cause orfollowing under Comprehensive Coverage:

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event that contributes concurrently or in any installed, that reproduces, receives or sequence to the "loss". transmits audio, visual or data signals. a. Nuclear Hazard d. Any accessories used with the electronic equipment described in Paragraph c.(1) The explosion of any weapon em- above.ploying atomic fission or fusion; or

5. Exclusions 4.c. and 4.d. do not apply to(2) Nuclear reaction or radiation, or ra- equipment designed to be operated solely bydioactive contamination, however use of the power from the "auto's" electricalcaused.
system that, at the time of "loss", is:b. War Or Military Action a. Permanently installed in or upon the cov-(1) War, including undeclared or civil ered "auto";war; b. Removable from a housing unit which is(2) Warlike action by a military force, in- permanently installed in or upon the cov-cluding action in hindering or defend- ered "auto";ing against an actual or expected at- tack, by any government, sovereign c. An integral part of the same unit housing or other authority using military per- any electronic equipment described in sonnel or other agents; or Paragraphs a. and b. above; or (3) Insurrection, rebellion, revolution, d. Necessary for the normal operation of the usurped power or action taken by covered "auto" or the monitoring of the governmental authority in hindering covered "auto's" operating system.or defending against any of these. 6. We will not pay for "loss" to a covered "auto"2. We will not pay for "loss" to any covered due to "diminution in value"."auto" while used in any professional or or- C. Limits Of Insuranceganized racing or demolition contest or stunt- ing activity, or while practicing for such con- 1. The most we will pay for:
test or activity. We will also not pay for "loss" a. "Loss" to any one covered "auto" is theto any covered "auto" while that covered lesser of:"auto" is being prepared for such a contest or activity. (1) The actual cash value of the dam-
aged or stolen property as of the time3. We will not pay for "loss" due and confined to:
of the "loss"; ora. Wear and tear, freezing, mechanical or (2) The cost of repairing or replacing theelectrical breakdown. damaged or stolen property withb. Blowouts, punctures or other road dam- other property of like kind and quality.age to tires. b. All electronic equipment that reproduces,This exclusion does not apply to such "loss" receives or transmits audio, visual or dataresulting from the total theft of a covered signals in any one "loss" is $1,000, if, at"auto". the time of "loss", such electronic equip-4. We will not pay for "loss" to any of the follow- ment is:ing:
(1) Permanently installed in or upon thea. Tapes, records, discs or other si milar au- covered "auto" in a housing, openingdio, visual or data electronic devices de- or other location that is not normallysigned for use with audio, visual or data used by the "auto" manufacturer forelectronic equipment. the installation of such equipment; b. Any device designed or used to detect (2) Removable from a permanently in-speed-measuring equipment, such as ra- stalled housing unit as described indar or laser detectors, and any jamming Paragraph b.(1) above; orapparatus intended to elude or disrupt speed-measuring equipment. (3) An integral part of such equipment as described in Paragraphs b.(1) andc. Any electronic equipment, without regard b.(2) above.to whether this equipment is permanently
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2. An adjustment for depreciation and physical b. Additionally, you and any other involved condition will be made in determining actual "insured" must:
cash value in the event of a total "lo ss". (1) Assume no obligation, make no pay-

3. If a repair or replacement results in better ment or incur no expense without our than like kind or quality, we will not pay for the consent, except at the "insured's" amount of the betterment. own cost.

D. Deductible (2) Immediately send us copies of any
For each covered "auto", our obligation to pay for, request, demand, order, notice, repair, return or replace damaged or stolen prop- summons or legal paper received erty will be reduced by the applicable deductible concerning the claim or "suit". shown in the Dec larations. Any Comprehensive (3) Cooperate with us in the investigationCoverage deductible s hown in the Declarations or settlement of the claim or defensedoes not a pply to "loss" caused by fire or light- against the "suit".ning. (4) Authorize us to obtain medical re-SECTION IV
BUSINESS AUTO CONDITIONS cords or other pertinent information.

The following conditions apply in addition to the (5) Submit to examination, at our ex-Common Policy Conditions:
pense, by physicians of our choice,A. Loss Conditions as often as we reasonably require.

1. Appraisal For Physical Damage Loss c. If there is "loss" to a covered "auto" or its If you and we disagree on the amount of equipment, you must also do the follow- "loss", either may demand an appraisal of the ing:
"loss". In this event, each party will select a (1) Promptly notify the police if the cov-competent appraiser. The two appraisers will ered "auto" or any of its equipment isselect a competent and impartial umpire. The stolen.appraisers will state separately the actual cash value and amount of "lo ss". If they fail to (2) Take all reasonable steps to protect agree, they will submit their differences to the the covered "auto" from further dam- umpire. A decision agreed to by any two will age. Also keep a record of your ex- be binding. Each party will: penses for consideration in the set- tlement of the claim.a. Pay its chosen appraiser; and
(3) Permit us to inspect the coveredb. Bear the other expenses of the appraisal and umpire equally. "auto" and records proving the "loss" before its repair or disposition.If we submit to an appraisal, we will still retain our right to deny the c laim. (4) Agree to examinations under oath at our request and give us a signed2. Duties In The Event Of Accident, Claim, statement of your answers.Suit Or Loss

3. Legal Action Against UsWe have no duty to provide coverage under this policy unless there has been full compli- No one may bring a legal action against us ance with the fol owing duties:l under this Coverage Form until:
a. In the event of "accident ", claim, "suit" or a. There has been full compliance with all"loss", you must give us or our authorized the terms of this Coverage Form; andrepresentative prompt notice of the "acci- b. Under Covered Auto s Liability Coverage,dent" or "loss". Include:
we agree in writing that the "insured" has(1) How, when and where the "accident" an obligation to pay or until the amount ofor "loss" occurred; that obligat ion has finally been deter- (2) The "insured's" name and address; mined by judgment after trial. No one has and the right under this policy to bring us into
(3) To the extent possible, the names an action to determine the "insured's" li- and addresses of any injur ed persons ability.
and witnesses.

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4. Loss Payment
Physical Damage Cover- son or organization holding, storing or trans- ages porting property for a fee regardless of any
other provision of this Coverage Form.At our option, we may:

5. Other Insurancea. Pay for, repair or replace damaged or sto- a. For any covered "auto" you own, thislen property;
Coverage Form provides primary insur-b. Return the stolen property, at our ex- ance. For any covered "auto" you don'tpense. We will pay for any damage that own, the insurance provided by this Cov-results to the "auto" from the theft; or erage Form is excess over any other col-c. Take all or any part of the damaged or lectible insurance. However, while a cov-stolen property at an agreed or appraised ered "auto" which is a "trailer" is con- value. nected to another vehicle, the Covered
Autos Liability Coverage this CoverageIf we pay for the "loss", our payment will in- Form provides for the "trailer" is:clude the applicable s ales tax for the dam- aged or stolen property. (1) Excess while it is connected to a mo- tor vehicle you do not own; or5. Transfer Of Rights Of Recovery Against Others To Us (2) Primary while it is connected to a
covered "auto" you own.If any person or organization to or for whom we make payment under this Coverage Form b. For Hired Auto Physical Damage Cover- has rights to recover damages from another, age, any covered "auto" you lease, hire,those rights are transferred to us. That person rent or borrow is deemed to be a coveredor organization must do everything necessary "auto" you own. However, any "auto" that to secure our rights and must do nothing after is leased, hired, rented or borrowed with "accident" or "loss" to impair them. a driver is not a covered "auto".

B. General Conditions c. Regardless of the provisions of Para- graph a. above, this Coverage Form's1. Bankruptcy
Covered Autos Liability Coverage is pri-Bankruptcy or insolvency of the "insured" or mary for any liability assumed under anthe "insured's" estate will not relieve us of any "insured contract".obligations under this Coverage Form. d. When this Coverage Form and any other2. Concealment, Misrepresentation Or Fraud Coverage Form or policy covers on the This Coverage Form is void in any case of same basis, either excess or primary, we fraud by you at any time as it relates to this will pay only our share. Our share is the Coverage Form. It is also void if you or any proportion that the Limit of Insurance of other "insured", at any time, intentionally con- our Coverage Form bears to the total of ceals or misrepresents a material fact con- the limits of all the Coverage Forms and cerning: policies covering on the same basis.
a. This Coverage Form; 6. Premium Audit
b. The covered "auto"; a. The estimated premium for this Coverage Form is based on the exposures you toldc. Your interest in the covered "auto"; or us you would have when this policy be-d. A claim under this Coverage Form. gan. We will compute the final premium

3. Liberalization due when we determine your actual ex- posures. The estimated total premium willIf we revise this Coverage Form to provide be credited against the f inal premium duemore coverage without additional premium and the first Named Insured will be billedcharge, your policy will automatically provide for the balance, if any. The due date forthe additional coverage as of the day the re- the final premium or retrospective pre-vision is effective in your state. mium is the date shown as the due date4. No Benefit To Bailee Physical Damage on the bill. If the estimated total premiumCoverages exceeds the f inal premium due, the first We will not recognize any assignment or Named Insured will get a refund. grant any coverage for the benefit of any per-
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b. If this policy is issued for more than one 1. A land motor vehicle, "trailer" or semitrailer year, the premium for this Coverage Form designed for travel on public roads; or will be computed annually based on our 2. Any other land vehicle that is subject to arates or premiums in effect at the begin- compulsory or financial responsibility law orning of each year of the policy. other motor vehicle insurance law where it is

7. Policy Period, Coverage Territory licensed or principally garaged.

Under this Coverage Form, we cover "a cci- However, "auto" does not include "mo bile equip- dents" and "losses" occurring: ment".
a. During the policy period s hown in the C. "Bodily injury" means bodily injury, sickness or Declarations; and disease sustained by a person, including death resulting from any of these.b. Within the coverage territory.

D. "Covered pollution cost or expense" means anyThe coverage territory is: cost or expense arising out of:(1) The United States of America; 1. Any request, demand, order or statutory or (2) The territories and possessions of the regulatory requirement that any "insured" orUnited States of America; others test for, monitor, clean up, remove, (3) Puerto Rico; contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pol-(4) Canada; and lutants"; or (5) Anywhere in the world if a covered 2. Any claim or "suit" by or on behalf of a gov-"auto" of the private passenger type ernmental authority for damages because ofis leased, hired, rented or borrowed testing for, monitoring, cleaning up, removing,without a driver for a period of 30 containing, treating, detoxifying or neutraliz-days or less, ing, or in any way responding to, or assessing provided that the "insured's" responsibility to the effects of, "pollutants". pay damages is determined in a "suit" on the "Covered pollution cost or expense" does not in-merits, in the United States of America, the clude any cost or expense arising out of the ac-territories and possessions of the United tual, alleged or threatened discharge, dispersal,States of America, Puerto Rico or Canada, or seepage, migrat ion, r elease or escape of "pollut-in a settlement we agree to. ants":

We also cover "loss" to, or "accidents" involv- a. That are, or that are contained in anying, a covered "auto" while being transported property that is:between any of these places. (1) Being transported or towed by, han-8. Two Or More Coverage Forms Or Policies dled or handled for movement into,Issued By Us onto or from the covered "auto"; If this Coverage Form and any other Cover- (2) Otherwise in the course of transit byage Form or policy issued to you by us or any or on behalf of the "insured"; orcompany affiliated with us applies to the (3) Being stored, disposed of, treated orsame "accident", the aggregate maximum processed in or upon the coveredLimit of Insurance under all the Coverage "auto";Forms or policies shall not exceed the highest
applicable Limit of Insu rance under any one b. Before the "pollutants" or any property in Coverage Form or policy. This condition does which the "pollutants" are contained are not apply to any Coverage Form or policy is- moved from the place where they are ac- sued by us or an affiliated company specifi- cepted by the "insured" for movement into cally to apply as excess insurance over this or onto the covered "auto"; orCoverage Form. c. After the "pollutants" or any property inSECTION V DEFINITIONS which the "pollutants" are contained are
moved from the cov red "auto" to theeA. "Accident" includes continuous or repeated expo- place where they ar e finally delivered,sure to the same conditions resulting in "bodily in- disposed of or abandoned by the "in-jury" or "property damage". sured".B. "Auto" means:

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Paragraph a. above does not apply to f uels, 4. An obligation, as required by ordinance, to in- lubricants, fluids, exhaust gases or other simi - demnify a municipality, except in connection lar "pollutants" that are needed for or result with work for a m unicipality; from the normal electrical, hydraulic or me- 5. That part of any other contract or agreementchanical functioning of the covered "auto" or pertaining to your business (including an in-its parts, if: demnification of a municipality in connection (1) The "pollutants" escape, seep, mi- with work performed for a m unicipality) u nder grate or are discharged, dispersed or which you assume the tort liability of another released directly from an "auto" part to pay for "bodily injury" or "property damage" designed by its manufac turer to hold, to a third party or organization. Tort liability store, receive or dispose of such "pol- means a lia bility that would be imposed by lutants"; and law in the absence of any contract or agree- ment; or(2) The "bodily injury", "property dam-

6. That part of any contract or agreement en-age" or "covered pollution cost or ex- pense" does not arise out of the op- tered into, as part of your business, pertaining eration of any equipment listed in to the rental or lease, by you or any of your "employees", of any "auto". However, suchParagraph 6.b. or 6.c. of the defini- tion of "mobile equipment . contract or agr eement shall not be considered" an "insured contract" to the extent that it obli-Paragraphs b. and c. above do not apply to gates you or any of your "employees" to pay"accidents" that occur away from premises for "property damage" to any "auto" rented orowned by or rented to an "insured" with re- leased by you or any of your "employees".spect to "pollutants" not in or upon a covered "auto" if: An "insured contract" does not include that part of any contract or agreement:(a) The "pollutants" or any property a. That indemnifies a railroad for "bodily in-in which the "pollutants" are con- tained are upset, overturned or jury" or "property damage" arising out of damaged as a result of th e main- cons truction or demolition operations, tenance or use of a covered within 50 feet of any railroad property and "auto"; and affecting any railroad bridge or trestle,
tracks, roadbeds, tunnel, underpass or(b) The discharge, dispersal, seep- crossing;age, migration, r elease or escape b. That pertains to the loan, lease or rentalof the "pollutants" is caused di- rectly by such upset, overturn or of an "auto" to you or any of your "em- damage. ployees", if the "auto" is loaned, leased or
rented with a driver; orE. "Diminution in value" m eans the actual or per- c. That holds a person or organization en-ceived loss in market value or resale value which results from a direct and accidental " loss". gaged in the business of transporting property by "auto" for hire harmless forF. "Employee" includes a "leased worker". "Em- your use of a covered "auto" over a routeployee" does not include a "temporary worker". or territory that person or organization isG. "Insured" means any person or organization quali- authorized to serve by public authority.fying as an insured in the Who Is An Insured pro- I. "Leased worker" means a person leased to youvision of the applicable coverage. Except with re- by a labor leasing firm under an agreement be-spect to the Limit of Insurance, the coverage af- tween you and the labor leasing firm to performforded applies separately to each insured who is duties related to the conduct of your business.seeking coverage or against whom a c laim or "Leased worker" does not include a "temporary"suit" is brought. worker".H. "Insured contract" means: J. "Loss" means direct and accidental loss or dam-

1. A lease of premises; age.

2. A sidetrack agreement; K. "Mobile equipment" means any of the following types of land vehicles, including any attached3. Any easement or license agreement, except machinery or equipment:in connection with construction or demolition operations on or within 50 feet of a railroad;
CA 00 01 10 13
Insurance Services Office, Inc., 2011 Page 11 of 12

COMMERCIAL AUTO

1. Bulldozers, farm machinery, forklifts and other c. Air compressors, pumps and generators, vehicles designed for use principally off public including spraying, welding, building roads; cleaning, ge ophysical exploration, lighting
or well-servicing equipment.2. Vehicles maintained for use solely on or next to premises you own or rent; However, "mobile equipment" does not inc lude land vehicles that are subject to a compulsory or3. Vehicles that travel on crawler treads; financial responsibility law or other motor vehicle4. Vehicles, whether self-propelled or not, main- insurance law where it is licensed or principallytained primar ily to provide mobility to perma- garaged. Land v ehicles subject to a compulsorynently mounted: or financial responsibility law or other motor v ehi- cle insurance law are considered "autos".a. Power cranes, shovels, loaders, diggers or drills; or L. "Pollutants" means any s olid, liquid, gaseous or thermal irritant or contaminant, including smoke,b. Road construction or resurfacing equip- vapor, soot, fumes, acids, alkalis, chemicals andment such as graders, scrapers or rollers; waste. Waste includes materials to be recycled,5. Vehicles not described in Paragraph 1., 2., 3. reconditioned or reclaimed.or 4. above that are not self-propelled and are M. "Property damage" means damage to or loss ofmaintained primarily to provide mobility to use of tangible property.permanently attached equipment of the fol- lowing types: N. "Suit" means a civil proceeding in which:
a. Air compressors, pumps and generators, 1. Damages because of "bodily injury" or "prop- including spraying, welding, building erty damage"; orcleaning, geophysical exploration, lighting 2. A "covered pollution cost or expense";and well-servicing equipment; or to which this insurance applies, are alleged.b. Cherry pickers and similar devices used to raise or lower workers; or "Suit" includes:

6. Vehicles not described in Paragraph 1., 2., 3. a. An arbitration proceeding in which such damages or "covered pollution costs oror 4. above maintained primarily for purposes other than the transportation of persons or expenses" are claimed and to which the cargo. However, self-propelled vehicles with "insured" must submit or does submit with the following types of permanently attached our consent; or equipment are not "mobile equipment" but will b. Any other alternative dispute resolutionbe considered "autos": proceeding in which such damages or a. Equipment designed primarily for: "covered pollu tion costs or expenses" are claimed and to which the insured submits(1) Snow removal; with our consent.(2) Road maintenance, but not construc- O. "Temporary worker" means a person who is fur-tion or resurfacing; or nished to you to substitute for a permanent "em-(3) Street cleaning; ployee" on leave or to meet seasonal or short- term workload conditions.b. Cherry pickers and similar devices mounted on automobile or truck chassis P. "Trailer" includes semitrailer. and used to raise or lower workers; and

Insurance Services Office, Inc., 2011 CA 00 01 10 13

COMM RCI L AUTOEA
T IS ENDORSEMENT CHANGES T E POLICY. PL ASE READ IT CAREFULLY.HH E

BLANKET ADDITIONAL INSURED
Thi e dorseme t m d fie i surance prov ded under he f l o ing:sn n o i s n i t o l w

BUS NE S A TO OV RAGE F RMIS U CE O

MT O C AR IR C O VR AE FR MOR R E EG O
The fo lo ing i added to Parag aphlw s r c. in A.1., Who be ween you and that pe son or organiza ion, that istr t Is An Insu edr ,o f SECTION II
CO E ED AU OVR TS si ned by yo be o e the "bodi y injury or "prope tygu f r l "r L ABI I Y CO E AGEIL T V R in the BUSIN SS AUTEO dam ge occur and that is in ef e t during the pol cya" s f c i CO ERAGE FO MVR and Pa agraphr e. in A.1., Who Is pe iod, to nam as an addi ional insured fo Cov redret r e An Insu edr ,o f SECT ON II
CO ERED AU OIV T S Auto Liabil ty Cov rage, but o ly fo dam ges tosi e n r a L ABI I Y CO ERAGEIL T V in the MOT R CARRIEOR whi h this insurance applie an only to the ex ent ocs d t f CO ERAGE FO MVR , whichev r Co erage Form i that perso 's o o ganizat o 'se v s n r r i n lia il ty fo the co duct bi r n pa t o y ur poli y o anot er "in ured".rf o c : f h s
Thi i cl de any perso or organi ation who you aresn u s n z re ui ed unde a written cont a t o ag ee entqr r r c r r m CA 4 37 2 16T0 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of nsurance Services OfI f ce, Inc. with its permis ion.is 3ROLF\
%$5

WORKERS COMPENSATION
AND

EMPLOYERS LIABILITY POLICY
ENDORSEMENT WC 99 03 76 ( A)
POLICY NUMBER:

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS

ENDORSEMENT

CALIFORNIA
(BLANKET WAIVER)
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.

The additional premium for this endorsement shall be % of the California workers' compensation pre- mium.

Schedule
Person or Organization Job Description
This endorsement changes the policy to which it is atta ched and is effective on the date issued unless otherwise stated.
(The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
Insurance Company Countersigned by
DATE OF ISSUE: Page 1 of 1
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