Item 29 2023-01377 Agreements On-Call Underwater Diving and Remote Operated Vehicle ROV Services for Drinking Water and Stormwater Facilities — Sacramento City Council, November 14, 2023

City of Sacramento
City Council - 5PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2023-01377 11/14/2023 Consent Item 29.

Agreements: On-Call Underwater Diving and Remote Operated Vehicle (ROV) Services for Drinking Water and Stormwater Facilities
File ID: 2023-01377
Location: Citywide
Recommendation: Pass a Motion authorizing the City Manager or the City Manager’s designee to execute agreements with Tidal Marine Construction, Inc. and Underwater Resources, Inc. for On-Call Underwater Diving and Remote Operated Vehicle (ROV) Services for an initial three-year term with up to two one-year renewals in an amount not-to-exceed $750,000 each over the full five-year term per contract.

Contact: Megan Thomas, Project Manager, (916) 808-1729, [email protected]; Michelle Carrey, Supervising Engineer, (916) 808-1438, [email protected]; Sherill Huun, Engineering & Water Resources Division Manager, (916) 808-1455, [email protected]; Pravani Vandeyar, Director, (916) 808-3765, [email protected]; Department of Utilities Presenter: None
Attachments:
1-Description/Analysis
2-Agreement: Tidal Marine Construction, Inc.
3-Agreement: Underwater Resources, Inc.

Description/Analysis
Issue Detail: Staff recommends Council approve agreements with Tidal Marine Construction, Inc. and Underwater Resources, Inc., each for an amount not-to-exceed $750,000, for On-Call Underwater Diving and Remote Operated Vehicle (ROV) services to support Department of Utilities (DOU) Drinking Water and Stormwater facilities.

Policy Considerations: In conformance with City Code 3.64.020, City Council approval is required to execute professional service agreements for services if the amount expended under the agreement is $250,000 or more. Pursuant to the Professional Services Procurement Policy, section

1.1(c)(1), when on-call services contracts are used, the amount of the procurement is the cumulative

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File ID: 2023-01377 11/14/2023 Consent Item 29.
amount of the on-call services contracts if multiple on-call services contracts are being used for the same scope of services.

Economic Impacts: None.

Environmental Considerations: Per the California Environmental Quality Act (CEQA) approval of the proposed Agreement has been determined to be exempt from CEQA pursuant to CEQA Guidelines Sections 15301 and 15309 (Existing Facilities and Inspections). The work resulting from the Agreement consists of the operation, repair, maintenance and minor alteration of existing facilities and mechanical equipment and inspections to check for quality, health, and safety of facilities and operations.

Sustainability: The proposed contracts are consistent with the 2035 General Plan as they improve infrastructure reliability and sustainability by providing supporting services that help continue operations and address existing safety and health impacts.

Commission/Committee Action: Not applicable.

Rationale for Recommendation: On June 1, 2023, Request for Qualifications (RFQ) Q23141322516 was issued for On-Call Underwater Diving and ROV Services for Drinking Water and Stormwater Facilities.

On the due date of Friday, June 15, 2023, proposals were received from the following six firms:

CDCI, DRS Marine, Tidal Marine, Global Diving & Salvage, JF Brennan Company, and Underwater Resources. The proposals were evaluated and scored by a three-member evaluation team that included staff from DOU.

Tidal Marine Construction, Inc. and Underwater Resources, Inc. ranked as the top two firms.

Financial Considerations: The proposed on-call agreements have an initial three-year term, with two optional one-year renewals. Each agreement has a not-to-exceed amount of $750,000 for the maximum five-year term. The total expense for both agreements for the full five-year term will not exceed $1,500,000.

There is sufficient funding for the first year in the Fiscal Year 2023/24 DOU Operating Budget.

Funding of this agreement in future fiscal years will be subject to availability of sufficient funds in the budget adopted for the applicable fiscal year.

There are no General Funds planned or allocated for this project.

Local Business Enterprise (LBE): Tidal Marine Construction, Inc. and Underwater Resources, Inc.

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File ID: 2023-01377 11/14/2023 Consent Item 29.
are not LBE’s. The minimum LBE participation requirement was waived by the Director of Utilities based on a determination that waiver is in the City’s best interest due to the lack of qualified local vendor availability.

Background: The City of Sacramento has drinking water and stormwater facilities that require underwater diving and ROV services for investigation, cleaning, and repair. They include four river intakes, eleven drinking water reservoirs, a Ranney Collector well (13-ft internal diameter well), and more than 150 miles of water transmission mains. Twice a year, underwater maintenance is required at the drinking water intakes of both treatment plants where they are cavi-blasted from the facility side of the screens. When deficiencies are noticed, additional cleaning from the river side of the screens, or minor repairs, may be required. Each year, the two stormwater intakes need to be inspected and relieved of debris, where there is a potential for minor repairs to be required.

On-call diving and ROV services include, but are not limited to, the following:
• Underwater cleaning, inspection, and repairs of the intake fish screens (from the river or the facility side) at E. A. Fairbairn Water Treatment Plant (Fairbairn) and Sacramento River Water Treatment Plant (SRWTP);
• Underwater inspection, debris removal, and repairs of the stormwater intakes at Pioneer Reservoir and Sump 132;
• Underwater sand removal within the intakes for Fairbairn and SRWTP; • Underwater repair of equipment at Fairbairn and SRWTP; • Underwater cleaning, inspection, and repairs of the water distribution storage reservoirs and water treatment facilities;
• Internal inspection of active and inactive water pipelines; and • Underwater inspection and repairs of the Ranney Collector well.

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CONTRACT

ROUTING SHEET
Contract Cover/Routing Form: Must Accompany ALL Contracts; however, it is NOT part of the contract.

General Information (Required)
Original Contract # (supplements only): ________ Supplement/Addendum #: ___________________ Assessor’s Parcel Number(s): ________________________________________________________________ Contract Effective Date: _________ Contract Expiration Date (if applicable): _________ $ Amount (Not to Exceed): ______________________ Adjusted $ Amount (+/-): _____________________ Other Party: ______________________________________________________________________________ Project Title: _____________________________________________________________________________ Project #: ____________________________________ Bid/RFQ/RFP #: ___________________________ City Council Approval: if YES, Council File ID#: __________ Contract Processing Contacts
Department: ______________________________
Contract Coordinator: _______________________
Project Manager: ___________________________
______
Department Review and Routing
(Signature) (Date)
(Signature) (Date)
(Signature) (Date)
(Signature) (Date)
Special Instruction/Comments (i.e. recording requested, other agency signatures required, etc.) _______________________________________________________________________________________ ------------------FOR CLERK & IT DEPARTMENTS ONLY – DO NOT WRITE BELOW THIS LINE------------------ 11/14/2023
$750,000.00
Tidal Marine Construction, Inc.

On-Call Underwater Diving and Remote Operated Vehicle (ROV) Services for Drinking Water and Stormwater Facilities Various Q21141311004
YES 2023-01377
Utilities Megan Thomas
Jacqueline Martinez [email protected]

Form Approved by City Attorney 7-13-2020 Page 1
CONTRACT #:

CONTRACT NAME: On-Call Underwater Diving and Remote Operated Vehicle (ROV) Services for Drinking Water and Stormwater Facilities
CONTRACT PROJECT #: Various
DEPARTMENT: UTILITIES
DIVISION: Engineering & Water Resources

CITY OF SACRAMENTO

PROFESSIONAL SERVICES AGREEMENT*

THIS CONTRACT is made at Sacramento, California, by and between the CITY OF SACRAMENTO, a charter city and

Tidal Marine Construction, Inc.
2540 Wilbur Avenue
Antioch, CA 94509
Phone: (925) 609-6464/E-mail: [email protected]

ontractoras of the Effective Date, as defined below.

The City and Contractor agree as follows:

1. Effective Date. This Contract shall be effective beginning October 1, 2023.

2. Contract Documents. All exhibits and documents attached or referred to in this Contract are incorporated as if set forth herein, Including Exhibit A (titled Scope of Services) and Exhibit B (titled Payment).

If there is a conflict between the terms and conditions of any document prepared or provided by the Contractor and made a part of this Contract and the other terms or conditions of the Contract, the other terms and conditions of the Contract control.

3. Services. Subject to the terms and conditions set forth in this Contract, Contractor shall provide to CITY the services described in Exhibit A .

Contractor will not be compensated for services outside the scope of Exhibit A unless, before providing Additional Services: (a) Contractor notifies CITY and CITY agrees that the Additional Services are outside the scope of Exhibit A; (b) Contractor estimates the additional compensation required for these Additional Services; and (c) CITY, after notice, approves in writing a Supplemental Contract specifying the Additional Services and the amount of additional compensation to be paid Contractor.

* This form is to be used for all professional services, except services performed by architects, landscape- architects, professional engineers, or professional land surveyors, or services related to a construction project.

Form Approved by City Attorney 7-13-2020 Page 2
CITY will have no obligations whatsoever under this Contract or any Supplemental Contract, unless and until this Contract or any Supplemental Contract is approved by the City as required by the Sacramento City Code.
and Additional Services as applicable.

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

Contractor shall submit all invoices to CITY in the manner specified in Exhibit B.

5. Facilities and Equipment. Except as set forth below, Contractor shall, at its sole cost and expense, furnish all facilities and equipment required for Contractor to perform this Contract. CITY shall furnish to Contractor only the facilities and equipment listed below, if any.

The City will only provide equipment and supplies if requested by Contractor and agreed upon by the City on a task-by-task basis.

6. Insurance. Contractor shall, at its sole cost and expense, maintain the insurance coverage described in the attached Exhibit C.

7. General Conditions. Contractor shall comply with the terms and conditions set forth in the attached Exhibit D.

8. Additional Requirements for Surveying, Material Testing, and Inspection Services. If this Contract includes any land surveying, material testing, or inspection services provided for a City construction project, during the design, pre-construction, construction, or post- construction phases of the project, the Contractor and any subcontractor or subconsultant performing any such services shall comply with the provisions specified in Exhibit E.

9. Non-Discrimination in Employee Benefits. This Contract may be subject to Sacramento City Code chapter 3.54, Non- Discrimination in Employee Benefits by City Contractors. A summary of the requirements, entitled "Requirements of the Non-Discrimination in Employee Benefits Code (Equal Benefits be viewed at:
https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.

Contractor acknowledges and represents that Contractor has read and understands the requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.54. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance.

Contractor's violation of Sacramento City Code chapter 3.54 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.

10. Considering Criminal Conviction Information in the Employment Application Process. This Contract may be subject to the requirements of Sacramento City Code chapter 3.62, Procedures Form Approved by City Attorney 7-13-2020 Page 3
for Considering Criminal Conviction Information in the Employment Application Process. A summary of the requirements, entitled Ban-The-Box

https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.

The Ban-The-Box Requirements are applicable to certain contracts with the City in an amount of $250,000 or more (either initial value or total value after amendment) or if the total value of all Contractor's contracts with the City is $250,000 or more over a 12-month period.

Contractor acknowledges and represents that Contractor has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.62. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.62 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.62.

Contractor's violation of Sacramento City Code chapter 3.62 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.

11. Local Business Enterprise Program. The Local Business Enterprise Program Participation Requirements ("LBE Participation Requirements") may be applicable to this Contract. A summary of the requirements, entitled "LBE Participation Requirements," can be viewed at:

https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.

Contractor acknowledges and represents that Contractor has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.60. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.60 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.60.

Contractor's violation of Sacramento City Code chapter 3.60 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.

12. Authority. The person signing this Contract for Contractor represents and warrants that he or she has read, understands, and agrees to all the Contract terms and is fully authorized to sign this Contract on behalf of the Contractor and to bind the Contractor to the performance of the obligations.

[Signatures Page Following Exhibits]

Form Approved by City Attorney 11-1-2019 Exhibit A - Page 1

EXHIBIT A

SCOPE OF SERVICES

1. Representatives.

The CITY Representative for this Agreement is:

Megan Thomas, Senior Engineer
City of Sacramento, Dept. of Utilities
1395 35th Avenue, Sacramento, CA 95822
Phone: (916) 808-1729/E-mail: [email protected]

The CONTRACTOR Representative for this Agreement is:

Steve Ackart
Tidal Marine Construction, Inc.
2540 Wilbur Avenue
Antioch, CA 94509
Phone: (925) 609-6464/E-mail: [email protected]

Unless otherwise provided in this Contract, all Contractor questions and correspondence pertaining to this Contract must be addressed to the City Representative. All City questions and correspondence must be addressed to the Contractor Representative.

2. Scope of Services. Contractor shall provide Services to City as set forth in Attachment 1 to this Exhibit A.

3. Time of Performance. The Services described in this Contract shall be provided for an initial term of 3 years. The City may extend this Contract for up to 2 additional one-year terms, for a maximum five-year term. Contractor shall provide the Services in accordance with any schedule in Attachment 1 to this Exhibit A.

4. Conflict of Interest Requirements. The individual(s) who will provide Services pursuant to this Conflict of Interest Code. ____ yes _XX_ no [check one]

Contractor shall cause the following to occur within 30 days after execution of this Contract:
(A) Identify the individuals who will provide Services or perform Work under this Contract as "Consultants"; and
(B) Cause these individuals to file with the City Representative the "assuming office" statements of economic interests required by the City's Conflict of Interest Code.

Thereafter, throughout the term of the Contract, Contractor shall cause these individuals to file with the City Representative annual statements of economic interests and "leaving office" statements of economic interests, as required by the City's Conflict of Interest Code. The City

Form Approved by City Attorney 11-1-2019 Exhibit A - Page 2 may withhold all or a portion of any payment due under this Contract or impose fines on the individuals until all required statements are filed.

SCOPE OF WORK
On-call diving and ROV services including, but not limited to, the following:

Underwater cleaning, inspection and reporting on, and repairs of the intake fish screens (from the river or the facility side) at E. A. Fairbairn Water Treatment Plant and Sacramento River Water Treatment Plant
Underwater sand removal within the intakes for E. A. Fairbairn Water Treatment Plant and Sacramento River Water Treatment Plant
Underwater cleaning, inspection and reporting on, and repairs of the water distribution storage reservoirs and water treatment facilities
Internal inspection and reporting for active and inactive water pipelines Underwater inspection and reporting and repairs for the Ranney Collector well Underwater inspection of in-river pumps and screens for stormwater stations The flow rate of the river will change throughout the year meaning that exterior cleaning efforts will need to be organized such that work can be conducted safely and address timing concerns with fish spawning. As this in-river work is not anticipated to be a regular activity, this work will be discussed with the contracted firms on a case-by-case basis. The majority of the anticipated work will be taking place within the plant intakes.

Each job will vary in time needed based on the level of effort required to complete the task.

General inspections are anticipated to take 1 day, while cleaning of intake fish screens at the treatment plants are anticipated to take between 3 to 5 days depending on the level of cleaning required and which treatment plant is being addressed.

Form Approved by City Attorney 7-13-2020 Exhibit B - Page 1

EXHIBIT B

PAYMENT

1. The total of all fees paid to the Contractor for the provision of Services as set forth in Exhibit A, including any authorized reimbursable expenses, shall not exceed the total sum of $750,000. The payments specified in this Exhibit B shall be the only payments made to Contractor unless the City approves a Supplemental Contract.

2. Billable Rates. Contractor shall be paid for the performance of Services on an hourly rate, daily rate, flat fee, lump sum, or other basis, as set forth in Exhibit A or Attachment 1 to this Exhibit B and any applicable special provisions included in the request for bids or proposals. If there is a conflict between Exhibit A or Exhibit B and the Special Provisions, Exhibit A or Exhibit B controls.

3. 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 charges or markup will be allowed unless specified in the Contract, including charges for travel and transportation.

4. Payments to CONTRACTOR. Contractor is responsible for supplying all documentation

A. Payments to Contractor shall be made within a reasonable time after receipt of Contractor r as otherwise specified in
Attachment 1 to Exhibit B. Contractor may request payment on a monthly basis.

Contractor shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of CITY.

B. Invoices must be submitted to either of the addresses specified below. (1) Email. Submit email invoices and any attachments to:
[email protected]

(2) Postal Mail. If emailing is not an option, mail to:

A/P Processing Center
City of Sacramento
915 I Street, Floor 4
Sacramento, CA 95814-2608
C. All invoices submitted by Contractor must contain the following information:

(1) Job/Project Name
(2) current Purchase Order Number
(3) Contractor
(4) Date of Invoice Issuance
(5) Work Order Number (if applicable)
(6) CITY representative identified on the Purchase Order

Form Approved by City Attorney 7-13-2020 Exhibit B - Page 2 (7) Contractor
(8) Description of services billed under Invoice
(9) Amount of Invoice (itemize all authorized Reimbursable Expenses) (10) Total Billed to Date under Contract (if applicable)

D. Items must be separated into Services and Reimbursable Expenses. Invoices that do not conform to the format outlined above will be returned to Contractor for correction. CITY is not responsible for delays in payment to Contractor resulting from Contractor to comply with the invoice format described above.

5. Additional Services. Additional Services shall be provided only when a Supplemental Contract authorizing the Additional Services is approved in writing by the City in accordance with the C contract amendment procedures. The City reserves the right to perform any Additional Services with its own staff or to retain other contractors to perform the Additional Services.

6. Accounting Records of CONTRACTOR. During performance of this Contract and for a period of 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, and
shall keep and make records
available for inspection and audit by representatives of the CITY upon reasonable written notice.

7. Tax Payments. Contractor shall pay, when and as due, any and all taxes incurred as a result of Contractor
proof of the payment upon request. Contractor hereby agrees to indemnify CITY for any claims, losses, costs, fees, liabilities, damages or injuries suffered by CITY arising out of Contractor breach of this section.

2540 Wilbur Ave. Antioch, CA 94509 Tel. 925-609-6464 Fax. 925-609-6466 Cost File
2023 Cost File
ROV Inspection including inspection equipment, mobilization, demobilization, inspection video & report:
o 2 Person (1 Supervisor, 1 ROV Technician) per day $4,250.00 o 3 Person (1 Supervisor, 2 ROV Technicians) per day $5,250.00 o 4 Person (1 Supervisor, 3 ROV Technicians) per day $6,250.00 Diving inspections including inspection equipment, mobilization, demobilization, inspection video & report:
o 3 Person (1 Supervisor, 2 Divers) per day $6,750.00
o 4 Person (1 Supervisor, 2 Divers, 1 Equipment Monitor Technician) per day $8,650.00
o 5 Person (1 Supervisor, 3 Divers, 1 Equipment Monitor Technician) per day $10,625.00
Intake Screen Cleaning including cavi-blasting equipment, inspection equipment, mobilization, demobilization, inspection video and report:
o 4 Person (1 Supervisor, 2 Divers, 1 Equipment Monitor Technician) per day $8,650.00
o 4 Person (1 Supervisor, 2 Divers, 1 Equipment Monitor Technician) per day $8,950.00
2024 Cost File
ROV Inspection including inspection equipment, mobilization, demobilization, inspection video & report:
o 2 Person (1 Supervisor, 1 ROV Technician) per day $4,375.00 o 3 Person (1 Supervisor, 2 ROV Technicians) per day $5,400.00 o 4 Person (1 Supervisor, 3 ROV Technicians) per day $6,450.00 Diving inspections including inspection equipment, mobilization, demobilization, inspection video & report:
o 3 Person (1 Supervisor, 2 Divers) per day $6,950.00
o 4 Person (1 Supervisor, 2 Divers, 1 Equipment Monitor Technician) per day $8,900.00
o 5 Person (1 Supervisor, 3 Divers, 1 Equipment Monitor Technician) per day $10,950.00
Intake Screen Cleaning including cavi-blasting equipment, inspection equipment, mobilization, demobilization, inspection video and report:
o 4 Person (1 Supervisor, 2 Divers, 1 Equipment Monitor Technician) per day $8,900.00
o 4 Person (1 Supervisor, 2 Divers, 1 Equipment Monitor Technician) per day $9,200.00

2540 Wilbur Ave. Antioch, CA 94509 Tel. 925-609-6464 Fax. 925-609-6466 Cost File (Continued)

2025 Cost File
ROV Inspection including inspection equipment, mobilization, demobilization, inspection video & report:
o 2 Person (1 Supervisor, 1 ROV Technician) per day $4,500.00 o 3 Person (1 Supervisor, 2 ROV Technicians) per day $5,550.00 o 4 Person (1 Supervisor, 3 ROV Technicians) per day $6,650.00

Diving inspections including inspection equipment, mobilization, demobilization, inspection video & report:
o 3 Person (1 Supervisor, 2 Divers) per day $7,150.00
o 4 Person (1 Supervisor, 2 Divers, 1 Equipment Monitor Technician) per day $9,150.00
o 5 Person (1 Supervisor, 3 Divers, 1 Equipment Monitor Technician) per day $11,275.00

Intake Screen Cleaning including cavi-blasting equipment, inspection equipment, mobilization, demobilization, inspection video and report:
o 4 Person (1 Supervisor, 2 Divers, 1 Equipment Monitor Technician) per day $9,150.00
o 4 Person (1 Supervisor, 2 Divers, 1 Equipment Monitor Technician) per day $9,500.00

Form Approved by City Attorney 7-13-2020 Exhibit C - Page 1

EXHIBIT C

INSURANCE

1. Insurance Requirements. During the entire term of this Contract, Contractor shall maintain the insurance coverage described in the Insurance Terms below. Full compensation for all premiums that Contractor is required to pay for the insurance coverage described herein shall be included in the compensation specified under this Contract. No additional compensation will be provided for Contractor's insurance premiums. Any available insurance proceeds in excess of the specified minimum limits and coverages shall be available to the City.

Contractor's liability to the City is not in any way limited to or affected by the amount of insurance coverage required or carried by the Contractor in connection with this Contract.

2. General Liability Minimum Scope and Limits of Insurance Coverage. Commercial General Liability Insurance is required providing coverage at least as broad as ISO CGL Form 00 01 on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, arising out of activities performed by or on behalf of the Contractor and subcontractors, products and completed operations of Contractor and subcontractors, and premises owned, leased, or used by Contractor and subcontractors, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide contractual liability and products and completed operations coverage for the term of the policy.

The City, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects general liability arising out of: activities performed by or on behalf of Contractor and subcontractors; products and completed operations of Contractor and subcontractors; and premises owned, leased, or used by Contractor and subcontractors.

3. Automobile Liability Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.)
_X_ Automobile Liability Insurance is required providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non-owned and/or hired autos as appropriate to the operations of the Contractor.

The City, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects auto liability. ___ No automobile liability insurance is required, and by signing this Contract, Contractor certifies as follows:

performance of any work
or services under this agreement. If, however, Contractor does transport items under this Contract, or this Contract is amended to require any employees of Contractor to use a

Form Approved by City Attorney 7-13-2020 Exhibit C - Page 2 vehicle to perform services under the Contract, Contractor understands that it must maintain and provide evidence of Automobile Liability Insurance providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non- owned 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 combination of primary and umbrella or excess insurance coverage, provided that any umbrella or excess insurance contains, or is endorsed to contain, a provision that it will apply on a primary basis for the benefit of the City, and any insurance or self-insurance maintained by City, its officials, employees, or volunteers will be in excess of Contractor's umbrella or excess coverage and will not contribute to it.

5. Scope and Limits of Insurance Coverage. (Check the
applicable provision.)

_X_ W Compensation Insurance is required with statutory limits and Employers' Liability Insurance with limits of not less than one million dollars ($1,000,000). The Workers' Compensation policy shall include a waiver of subrogation in favor of the City.
___ No work or services will be performed on or at CITY facilities or CITY Property, therefore a is not required.

___ N is required, and by signing this Contract, Contractor certifies as follows:

anyone, and is therefore exempt from the legal requirements to provide Workers' Compensation insurance. If, however, Contractor hires any employee during the term of this
subr

6. Professional Liability Minimum Scope and Limits of Insurance Coverage. Professional Liability Insurance providing coverage on a claims-made basis for errors and omissions, or malpractice with limits of not less than one million dollars ($1,000,000):

Is _XX__ Is not _____ [check one] required for this Agreement.

If required, such coverage must be continued for at least _3_ year(s) following the completion of all Services under this Contract. The retroactive date must be prior to the date this Contract is approved or any Services are performed.

Form Approved by City Attorney 7-13-2020 Exhibit C - Page 3

7. Other Insurance Provisions. The policies must contain, or be endorsed to contain, the following provisions:

A. Contractor's insurance coverage, including excess insurance, shall be primary insurance as respects the City, its officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officials, employees or volunteers will be in excess of Contractor's insurance and will not contribute with it.

B. Any failure to comply with reporting provisions of the policies will not affect coverage provided to the City, its officials, employees or volunteers.

C. Coverage shall state that Contractor's insurance applies separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

D. Contractor shall provide the City with 30 days written notice of cancellation or material change in the policy language or terms.

8. Acceptability of Insurance. Insurance must be placed with insurers with a Bests' rating of not less than A:VI. Self-insured retentions, policy terms or other variations that do not comply with the requirements of this Exhibit C must be declared to and approved by the City in writing before execution of this Contract.

9. Verification of Coverage.

A. Contractor shall furnish City with certificates and required endorsements evidencing the insurance required. Certificates of insurance must be signed by an authorized representative of the insurance carrier. Copies of policies shall be delivered to the City Representative on demand.

B. Contractor shall send all insurance certificates and endorsements, including policy renewals, during the term of this Contract directly to:

City of Sacramento
c/o Exigis LLC
PO Box 4668 ECM- #35050
New York, NY 10168-4668

C. Certificate Holder must be listed as:

City of Sacramento
c/o Exigis LLC
PO Box 4668 ECM- #35050
New York, NY 10168-4668

D. The City may withdraw its offer of Contract or cancel this Contract if the certificates of insurance and endorsements required have not been provided before execution of this Contract. The City may withhold payments to Contractor and/or cancel the Contract if the insurance is canceled or Contractor otherwise ceases to be insured as required herein.

Form Approved by City Attorney 7-13-2020 Exhibit C - Page 4

10. Subcontractor Insurance Coverage. Contractor shall require and verify that all subcontractors maintain insurance coverage that meets the minimum scope and limits of insurance coverage specified in this Exhibit C.

Form Approved by City Attorney 7-13-2020 Exhibit D - Page 1

EXHIBIT D

GENERAL CONDITIONS

1. Independent Contractor.

A. It is understood and agreed that Contractor (including Contractor independent contractor and that no relationship of employer-employee exists between the parties hereto for any purpose whatsoever. Neither Contractor nor Contractor assigned personnel will be entitled to any benefits payable to CITY employees. CITY is not required to make any deductions or withholdings from the compensation payable to Contractor under the provisions of this Contract, and Contractor will be issued a Form 1099 for its services hereunder. As an independent contractor, Contractor hereby agrees to indemnify and hold CITY harmless from any and all claims that may be made against CITY based upon any contention by any of Contractor
including any state or federal agency, that an employer-employee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Contract or by reason of the nature and/or performance under this Contract.

B. It is further understood and agreed by the parties that Contractor, in the performance of its obligations, is subject to the control and direction as to the designation of tasks to be performed and the results to be accomplished under this Contract, but not 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, equipment or support services in the performance of this Contract, this use will be at the Contractor Contractor the use will
promote Contractor
elsewhere in this Contract, the CITY does not require that Contractor use CITY facilities, equipment or support services or work in CITY locations in the performance of this Contract. As used in this Contract, "sole discretion" or "sole judgment" means that the party authorized to exercise its discretion or judgment may do so based on an unfettered assessment of its own interests, without considering how its decision affects the other party, and unconstrained by the implied covenant of good faith and fair dealing.

C. If, in the performance of this Contract, any third persons are employed by Contractor, 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 determined by Contractor.

It is further understood and agreed that Contractor will issue W-2 or 1099 Forms for income and employment tax purposes for all Contractor
subcontractors.

D. The provisions of this section will survive any expiration or termination of this Contract.

Nothing in this Contract creates an exclusive relationship between CITY and Contractor.

Contractor may represent, perform services for, or be employed by any additional persons or companies so long as Contractor does not violate the provisions of Section 5, below.

Form Approved by City Attorney 7-13-2020 Exhibit D - Page 2

2. Licenses; Permits, Etc. Contractor represents and warrants that Contractor has, and shall maintain at all times during the term of this Contract at its sole cost and expense, all licenses, permits, qualifications, and approvals of any nature that are legally required for Contractor to practice its profession or fulfill the terms of this Contract, including a City Business Operations Tax Certificate and any required certification issued by the California Secretary of State.

3. Time. Time is off the essence in the performance of this Contract. Contractor shall devote the necessary time and effort to its performance under this Contract. Neither party will be considered in default of this Contract is prevented or delayed by any cause, present or future, that is beyond the reasonable control of that party.

4. CONTRACTOR Not Agent. Except as CITY may specify in writing, Contractor and Contractor personnel have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. Contractor and Contractor
or implied, to bind CITY to any obligations whatsoever.

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 would conflict in any manner with the CITY or that would in any way hinder Contractors performance under this Contract.

Contractor further covenants that in the performance of this Contract, no person having any such interest will be employed by it as an officer, employee, agent or subcontractor, without the written consent.

Contractor agrees to avoid conflicts of interest or the appearance of any conflicts of interest with the interests during the performance of this Contract. If Contractor is or employs a 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. Hazardous Substances. "Hazardous Substances" means any substance, material, waste, or other pollutant or contaminant that is or becomes designated, classified, or regulated as hazardous or toxic under any law, regulation, rule, order, decree, or other governmental requirement now in effect or later enacted. If Contractor is shipping Hazardous Substances, Contractor must supply a Safety Data Sheet ("SDS") with the first shipment of Hazardous Substances to each City location receiving the Hazardous Substances. If the content of an SDS is revised, Contractor must provide a revised SDS to each City location receiving Hazardous Substances.

7. Confidentiality of CITY Information. During performance of this Contract, Contractor may gain 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, and other special and unique assets of the CITY.

Contractor agrees to protect all City Information and treat it as strictly confidential, and further agrees that Contractor shall not at any time, either directly or indirectly, divulge, disclose or

Form Approved by City Attorney 7-13-2020 Exhibit D - Page 3 communicate in any manner any City Information to any third party without the prior written consent.

In addition, Contractor must comply with all CITY policies governing the use of the CITY network and technology systems, as set forth in applicable provisions of the City of Sacramento Administrative Policy Instructions # 30. A violation by Contractor of this section is a material violation of this Contract and shall justify legal and equitable relief.

8. CONTRACTOR Information.

A. CITY shall have full ownership and control, including ownership of any copyrights, of all information prepared, produced, or provided by Contractor under this Contract. In this Contract 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. CONTRACTOR shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose by CITY.

B. Contractor shall fully defend, indemnify and hold harmless CITY, its officers and employees, and each of them, from and against any and all claims, actions, lawsuits or other proceedings alleging that all or any part of the information prepared, produced, or provided by Contractor under this Contract
trade name, copyright, patent or other intellectual property rights. CITY shall make reasonable efforts to notify Contractor not later than ten days after CITY is served with any such claim, action, lawsuit or other proceeding
notice within the ten-day period does not relieve Contractor of its obligations hereunder, which survive any termination or expiration of this Contract.

C. All proprietary and other information received from Contractor by CITY, whether received in connection with Contractor
performance, will be disclosed upon receipt of a request for disclosure, in accordance with the California Public Records Act; provided, however, that, if any information is set to Contractor of any request for the disclosure of such information. The Contractor will then have five days from the date it receives notice to petition the court for a protective order to prevent the disclosure of the information. The Contractor shall have sole

D. The parties understand and agree that any failure by Contractor to respond to the notice provided by CITY and seek a protective order, in accordance with the provisions of subsection C, above, constitutes a complete waiver by Contractor of any rights regarding Contractor, and the information will be
disclosed by CITY in accordance with the Public Records Act.

Form Approved by City Attorney 7-13-2020 Exhibit D - Page 4

9. Notification of Material Changes in Business. Contractor agrees that if it experiences any material changes in its business, including a reorganization, refinancing, restructuring, leveraged buyout, bankruptcy, name change, or loss of key personnel, it will immediately notify the City of the changes. Contractor also agrees to immediately notify the City of any condition that may jeopardize the scheduled delivery or fulfillment of Contractor's obligations to the City under this Contract.

10. Standard of Performance. Contractor shall perform in the manner and according to the standards currently observed by a competent practitioner of Contractor and in compliance with all requirements of this Contract. All products that Contractor delivers to CITY under this Contract must be prepared in a professional manner and conform to the standards of quality normally observed by a person currently practicing in Contractor profession.

Contractor shall assign only competent personnel to perform on its behalf under this Contract.

Contractor must notify the CITY in writing of any changes in Contractor under this Contract, before any performance by the new staff member. If the CITY, in its sole discretion, determines that any person assigned by the Contractor to perform under this Contract is not performing in accordance with the standards required herein, City shall provide notice to Contractor. Contractor shall immediately remove the assigned person upon receipt of the notice.

11. Performance or Different Terms and Conditions. The City's subsequent performance will not be construed as either acceptance of additional or different terms and conditions or a counteroffer by the Contractor, nor will the City's subsequent performance be viewed as acceptance of any provision of the Uniform Commercial Code, as adopted by any State, that is contrary to the terms and conditions contained herein. Contractor's performance shall conform to the applicable requirements of the Sacramento City Charter, Sacramento City Code, and all applicable State and Federal laws, and all the requirements of this Contract. The California Commercial Code will apply except as otherwise provided in the Contract.

12. Emergency/Declared Disaster Requirements. If an emergency is declared by the City Manager, or if any portion of the City is declared a disaster area by the county, state or federal government, this Contract may be subjected to increased usage. The Contractor shall serve the City during a declared emergency or disaster, subject to the same terms and conditions that apply during non- emergency / non-disaster conditions. The pricing set forth in this Contract will apply, without mark-up, regardless of the circumstances. If the Contractor is unable to fulfill the terms of the Contract because of a disruption in its chain of supply or service, then the Contractor shall provide proof of the disruption. Acceptable forms of proof will include a letter or notice from the Contractor's source stating the reason for the disruption

13. Term; Suspension; Termination.

A. This Contract is effective on the Effective Date and continues in effect until both parties have fully performed their respective obligations under this Contract, unless sooner terminated as provided herein.

B. CITY shall have the right at any time to suspend Contractor whole or in part, by giving a written notice of suspension to Contractor. Upon receipt of

Form Approved by City Attorney 7-13-2020 Exhibit D - Page 5 such notice, Contractor shall immediately suspend its activities under this Contract, as specified in the notice.

C. The CITY shall have the right to terminate this Contract at any time by giving a written 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 CITY terminates this Contract:

(1) Contractor shall, not later than five days after receipt of the notice, deliver all information prepared under this Contract to the City.

(2) The CITY shall pay Contractor the reasonable value of Goods or Services provided by Contractor before termination; provided, however, CITY shall not in any manner be liable for lost profits that might have been made by Contractor had 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 Goods or Services provided by Contractor. The foregoing is cumulative and does not affect any right or remedy that CITY may have in law or equity.

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 may thereafter become due to the Contractor, the difference between the price named in this Contract and the actual cost to the City to procure from an alternate source. Prices paid by the City will be considered the prevailing market price at the time such purchase is made.

15. Indemnity.

A. Indemnity: Contractor shall defend, hold harmless, and indemnify City, its officers, and employees, and each and every one of them, from and against all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, and expenses of every type and description, whether arising on or off the site of the work or services performed under this Contract, including any fees and costs reasonably incurred by enforcing this
Liabilities for personal injury or death, damage to personal, real, or intellectual property, damage to the environment, contractual or other economic damages, or regulatory penalties, arising out of or in any way connected with performance of or failure to perform this Contract by Contractor, any subcontractor (including lower-tier subcontractors) or agent of Contractor, their respective officers and employees, and anyone else for whose acts of omissions any of them may be liable, whether or not the Liabilities (i) are caused in part by a party indemnified hereunder, or (ii) are litigated, settled, or reduced to judgment; provided that the foregoing indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, damage, or expense, to the extent arising from the active negligence or willful misconduct of, or defects in design furnished by, City, its agents, servants, or independent contractors who are directly responsible to City, except when such agents,

Form Approved by City Attorney 7-13-2020 Exhibit D - Page 6 servants, or independent contractors are under the supervision and control of Contractor or any subcontractor (including lower-tier subcontractors) or agent of Contractor.

B. Insurance Policies; Intellectual Property Claims: The existence or acceptance by City of any of the insurance policies or coverages described in this Contract will not affect or ny insurance limit the
liability of Contractor hereunder. This Section will not apply to any intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of the Contractor Information Section, above.

C. Survival. The provisions of this section will survive any expiration or termination of this Contract.

16. Funding Availability.

A. This Contract is subject to the budget and fiscal provisions of the Charter and the Sacramento City Code.

B. obligation under this Contract will not exceed the amount of funds appropriated and approved for this Contract by the Sacramento City Council.

C. This Section shall govern over any other contrary provision of the Contract.

17. Equal Employment Opportunity. During the performance of this Contract, Contractor, for itself, its assignees and successors in interest, agrees as follows:

A. Compliance With Regulations: Contractor shall comply with all state, local, and federal anti-discrimination laws and regulations, including the Executive Order 11246 entitled 12086, and 13672, and as supplemented in Department of Labor regulations (41 CFR Chapter

B. Nondiscrimination: Contractor, with regards to the work performed by it after award and before completion of the work under this Contract, shall not discriminate on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation in selection and retention of subcontractors, including procurement of materials and leases of equipment. Contractor shall not participate either directly or indirectly in discrimination prohibited by the Regulations.

C. Solicitations for Subcontractors, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by Contractor for work to be performed under any subcontract, including all procurement of materials or equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor Contract and the Regulations relative to
nondiscrimination on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation.

Form Approved by City Attorney 7-13-2020 Exhibit D - Page 7 D. Information and Reports: Contractor shall provide all information and reports required by the Regulations, or by any orders or instructions issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the CITY to be pertinent to ascertain compliance with the Regulations, orders and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish this information, CONTRACTOR shall so certify to the CITY, and shall set forth what efforts it has made to obtain the information.

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 determines are appropriate including:

(1) Withholding of payments to Contractor under this Contract until Contractor complies;
(2) Cancellation, termination, or suspension of this Contract, in whole or in part.

F. Incorporation of Provisions: Contractor shall include the provisions of subsections A through E, above, in every subcontract, including procurement of materials and leases 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 subcontractor or supplier as a result of such direction, Contractor may request that the CITY join such litigation to protect the interests.

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 understanding they may have had before the execution of this Contract. No alteration to the terms of this Contract shall be valid unless approved in writing by Contractor, and by CITY, in accordance with applicable provisions of the Sacramento City Code.

19. Modification of Contract. The Contractor shall take no direction from any City employee that changes the executed terms and conditions of the Contract, including Exhibit A, or any change that impacts the cost, price, or schedule, before receiving a written, signed modification to the Contract.

20. Severability. If a court with jurisdiction rules that any portion of this Contract or its application to any person or circumstance is invalid or unenforceable, the remainder of this Contract will not be affected thereby and will remain valid and enforceable as written, to the greatest extent permitted by law.

21. Waiver. Neither the CITY 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 condition precedent or any other right hereunder. No waiver will be effective unless it is in writing and signed by the waiving party.

Form Approved by City Attorney 7-13-2020 Exhibit D - Page 8

22. Governing Law. This Contract shall be governed, construed and enforced in accordance with the laws of the State of California, except that the rule of interpretation in California Civil Code section 1654 will not apply. Venue of any litigation arising out of this Contract will lie exclusively in the state trial court or Federal District Court located in Sacramento County in the State of California, and the parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

23. Assignment Prohibited. The expertise and experience of Contractor are material considerations for this Contract. CITY has a strong interest in the qualifications and capability of 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 pursuant to this Contract without the written consent of the CITY. Any attempted or purported assignment

24. Binding Effect. This Contract is binding on the heirs, executors, administrators, successors and assigns of the parties, subject to the provisions of Section 23, above.

25. Compliance with Laws. The Contractor shall be responsible for strict compliance with all applicable laws, regulations, court orders and other legal requirements applicable to the work to be accomplished under the Contract, including the California Occupational Safety and Health Act and all applicable safety orders issued by the Division of Occupational Safety and Health, Department of Industrial Relations, State of California, and all applicable requirements of Underwriters Laboratories and the Federal Communication Commission.

26. Debarment Certification
A. Pursuant to 2 CFR, Part 200, and applicable Executive Orders, the City is restricted in its 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 under the laws of the State of California that Contractor, including any owner, partner, director, officer, or principal of the CONTRACTOR, or any person in a position with management responsibility or responsibility for the administration of federal funds:
(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) Has not within a three-year period preceding this certification been convicted of or had a civil judgment rendered against it for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public transaction 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, making false statements, receiving stolen property, or other criminal felony;

(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 enumerated in paragraph (b) above; or

(4) Has not, within a three-year period preceding this certification, had one or more public contracts (federal, state, or local) or transactions terminated for cause or default.

Form Approved by City Attorney 7-13-2020 Exhibit D - Page 9 (5) Has not been notified, within a three-year period preceding this certification, been notified of any delinquent Federal taxes in an amount that exceeds $3,500 for which the liability remains unsatisfied. Federal taxes are considered delinquent if the tax liability has been finally determined and the taxpayer is delinquent in making payment, as defined in Section 52.209-5 of the Federal Acquisition Regulations.

B. CONTRACTOR further warrants and certifies that it shall not knowingly enter into any transaction with any subcontractor, material supplier, or vendor who is debarred, suspended, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency. Any exceptions to the warranties and certifications in this Section must be disclosed to the City.

C. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining
exceptions apply, the initiating agency, and dates of action.

D.
maintained by the General Services Administration for eligibility, prior to the execution of this Agreement. The CONTRACTOR shall provide immediate written notice to the City if, at any time prior to execution, the CONTRACTOR learns this certification is erroneous or has become erroneous by reason o
warranties and certification in this Section were erroneous, the City may terminate this Agreement for default.

Form Approved by City Attorney 7-13-2020 Exhibit E - Page 1

EXHIBIT E

ADDITIONAL REQUIREMENTS FOR SURVEYING, MATERIAL TESTING, AND INSPECTION SERVICES

The Services provided under this Contract include land surveying, material testing, or inspection services provided for a City construction project during the design, pre-construction, construction, or post- construction phases of the project. Therefore, the services Labor Code and is subject to the following requirements:

A. Payment of Prevailing Wages: Contractor and any subcontractor(s) performing any Public Work shall comply with the provisions of Sacramento City Code Section 3.60.180 and applicable provisions of the California Labor Code, which require, among other things, that CONTRACTOR and all subcontractors pay not less than the prevailing rate of wages, in accordance with California Labor Code Section 1773. CONTRACTOR and every subcontractor shall maintain payroll records and submit certified payrolls and other labor compliance documentation electronically when and as required by CITY. In addition, Labor Code Section 1771.4 requires the CONTRACTOR and any subcontractor performing any Public Work to furnish electronic payroll records directly to the Labor Commissioner.

Contractor shall include these requirements in every subcontract.

This Agreement is subject to compliance monitoring and enforcement by the DIR, as specified in California Labor Code Section 1771.4. The Contractor and any subcontractor 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, and 1775, and City Code Section
Program should be directed to the City Representative.

B. DIR Registration: California Labor Code Section 1725.5 requires the CONTRACTOR and all subcontractors performing Public Works services to be currently registered with the DIR, as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to bid on, 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 California Labor Code Section 1725.5.

Furth -
Works/Contractors.html. The above summary is provided solely for informational obligation to comply in all respects with all other applicable laws and regulations. The CONTRACTOR shall disseminate these provisions to all subcontractors.

Before the performance of work by Contractor or any subcontractor(s) under this

Form Approved by City Attorney 7-13-2020 Exhibit E - Page 2 current DIR registration number of all subcontractors will be listed on the Subcontractor and LBE Participation Verification Form, incorporated herein.

To be completed by the City Representative if this Agreement is for the performance of any Public Work:

Contractor DIR registration #: 1000014131

C. In accordance with California Labor Code Section
1861, by signing this Contract, Contractor acknowledges and represents that Contractor is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and that Contractor will comply with the provisions of the Labor Code before commencing performance under this Contract.

D. Apprentices. If this Contract is for the performance of any Public Work, and the amount of the Contract is $30,000 or more, the Contractor and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.190, Section 1777.5 et seq. of the California Labor Code, and implementing regulations set forth in Title 8 of the California Code of Regulations, governing the employment of apprentices. The Contractor and any subcontractors performing Public Work will be subject to penalties for apprenticeship violations in accordance with Labor Code Section 1777.7.

E. Working Hours. If this Contract is for the performance of any Public Work, Contractor and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.180 and California Labor Code Section 1810 et seq., governing the working hours of employees performing Public Work.

F. Failure to Comply with Labor Compliance. If all applicable labor compliance requirements are not met, the City will have the right to withhold or reject a payment request and/or invoice, in whole or in part, without in any way relieving Contractor or its subcontractors of any obligations under this Contract.

G. Subcontractors. The Contractor shall include these provisions A through F in every subcontract or sub-agreement for any subcontractors performing work under this Contract.

PSA Signature PageApproved by CAO 111 2019
Executed as of the day and year first above stated.

CITY OF SACRAMENTO
A Municipal Corporation
By: _____
Print name:

Title:

For: Howard Chan, City Manager
ATTEST:
______
City Clerk
APPROVED AS TO FORM:
______
City Attorney
Attachments
Exhibit A Scope of Work
Exhibit B Payment
Exhibit C Insurance
Exhibit D General Conditions
Exhibit E Additional Requirements for Surveying, Material Testing, and Inspection Services

PSA Signature PageApproved by CAO 111 2019
CONTRACTOR:
______________________________________

NAME OF FIRM
______________________________________
Federal I.D. No.
______________________________________
State I.D. No.
______________________________________
City of Sacramento Business Op. Tax Cert. No.

TYPE OF BUSINESS ENTITY(check one):
_____ Individual/Sole Proprietor
_____ Partnership
_____ Corporation(may require 2 signatures)
_____ Limited Liability Company
_____ Other (please specify: ______________)
______________________________________
Signature of Authorized Person
______________________________________
Print Name and Title
______________________________________
Additional Signature(if required)
______________________________________
Print Name and Title

Tidal Marine Construction Inc
X
2540 Wilbur Ave
Antioch, CA 94509
3 8 3 7 4 5 5 7 8

Tidal Marine Construction Inc. 38-3745578
2540 Wilbur Ave.

Antioch CA 94509
Shawn Stambaugh Vice President 925-609-6464
09/26/2023
ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED?

INSR ADDL SUBRLTR INSD WVD
PRODUCER CONTACTNAME:

FAXPHONE (A/C, No):(A/C, No, Ext):

E-MAILADDRESS:

INSURER A :

INSURED INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS (MM/DD/YYYY) (MM/DD/YYYY)

AUTOMOBILE LIABILITY

UMBRELLA LIAB

EXCESS LIAB

WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $
DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $

PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT
OTHER: $
COMBINED SINGLE LIMIT$(Ea accident)
ANY AUTO BODILY INJURY (Per person) $
OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $

OCCUR EACH OCCURRENCE
CLAIMS-MADE AGGREGATE $
DED RETENTION $

PER OTH-STATUTE ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC #

COMMERCIAL GENERAL LIABILITY
Y / N
N / A(Mandatory in NH)

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE HOLDER CANCELLATION
© 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03)

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)
$
$
$
$
$
The ACORD name and logo are registered marks of ACORD
9/26/2023
License # 0L78680
(909) 303-4824
35076
Tidal Marine Construction, Inc.
2540 Wilbur Ave
Antioch, CA 94509
A
933050023 1/1/2023 1/1/2024 1,000,000Y 1,000,000
1,000,000
B Workers Compensation N073880 2/24/2023 General Aggregate 100,000,000 City of Sacramento, Dept. of Utilities
Attn: Megan Thomas, Senior Engineer
1395 35th Avenue
Sacramento, CA 95822
TIDAMAR-01 RHIGGINS
Stratton Agency
Ramona Higgins
[email protected]
State Compensation Insurance Fund
Signal Mutual Indemnity Association Ltd.

X
2/24/2024
ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED?

INSR ADDL SUBRLTR INSD WVD
PRODUCER CONTACTNAME:

FAXPHONE (A/C, No):(A/C, No, Ext):

E-MAILADDRESS:

INSURER A :

INSURED INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS (MM/DD/YYYY) (MM/DD/YYYY)

AUTOMOBILE LIABILITY

UMBRELLA LIAB

EXCESS LIAB

WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

OCCUR EACH OCCURRENCE
CLAIMS-MADE AGGREGATE $
DED RETENTION $

PER OTH-STATUTE ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC #

COMMERCIAL GENERAL LIABILITY
Y / N
N / A(Mandatory in NH)

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)
$
$
$
$
$
The ACORD name and logo are registered marks of ACORD
TIDAL-1 OP ID: GB
09/26/2023
Gail BoudreauxAccessible Marine Insurance1145 Allen Toussaint BlvdNew Orleans, LA 70124Eric S. Green 504-486-5411 504-482-1475
[email protected]
StarNet Insurance Company
StarStone National Ins. Co.Tidal Marine Construction, IncSteve Ackart2540 Wilbur AvenueAnitoch, CA 94509 Great American Ins. Company
A X 1,000,000
X X X BOUM-A-23-3905 08/01/2023 08/01/2024 50,000
5,000
X 08/01/2023 08/01/2024 1,000,000
2,000,000
X 1,000,000
1,000,000C
X CAP 2062205-06 10/01/2022 10/01/2023
X X
X 4,000,000
X
B
X X AA9920223MAR 11/15/2022 11/15/2023 4,000,000
NIL
C OMH 4016508-06 10/14/2022 10/14/2023 Hull As Agreed
C Prot. & Indemnity OMH 4016508-06 10/14/2022 10/14/2023 P&I 1,000,000 Certificate holder shown as additional insured with waiver of subrogationin their favor as required by written contract as respects insured'soperations.

SACRA01
City Of Sacramento
5730 24th St., Bldg. 22
Sacramento, CA 95822
504-486-5411
40045
25496
22136
BOUM-A-23-3905SRLL
Hull & Machinery

NOTEPAD
PAGE
INSURED'S NAME Date
P&I Crew Exclusion: Notwithstanding anything contained in the Protection & Indemnity Clauses herein to the contrary, it is understood and agreed that this Company shall not be liable for any loss, expense or claim to employees of the Assured, members of the crew, contractors or subcontractorsPunitive/Exemplary Damages Exclusion Commercial Automobile:Limit: $1,000,000 CSL $1,000,000 UM $ 5,000 Med PayIncludes Primary/Non-ContributoryAdditional Insured / Waiver of Subrogation 2 AIMU Cyber Exclusion ClauseAIMU Communicable Disease Exclusion ClauseOil Pollution Act Disclaimer EndorsementAction Over Indemnity Buy BackPollution Limitation Endorsement (72 hours/30 days)Terrorism Exclusion and Marine Buyback Endorsement.TRIA Coverage Endorsement (if coverage is purchased)TRIA Exclusion Endorsement (if coverage is rejected)

LIMITS AND DEDUCTIBLE ARE INCLUSIVE OF DEFENSE COSTS INCLUDING LEGAL FEES AND EXPENSES OP ID: GB
Marine General Liability:

Blanket Additional InsuredBlanket Waiver of SubrogationExplosion, Collapse and Underground PropertyPrimary and Non-ContributoryLimited Pollution Coverage (Maritime Operations Only)Premium and Reporting – ReportingShip Repairer’s Legal LiabilityOther Work - Ship Repairer’s AmendmentTraveling Workman - Ship Repairer’s AmendmentWatercraft Exclusion Amendment - BlanketCancellation Clause - 30 days (10 days for non-payment of premium)MGL: Ongoing and Completed Ops Endorsement - Contra CostaBlanket Primary/Non-ContributoryNuclear Energy Liability Exclusion EndorsementAIMU Extended Radioactive Contamination Exclusion ClauseAIMU U.S. Economic and Trade Sanctions ClauseAIMU Chemical, Biological, Bio-Chemical, & Electromagnetic Exclusion Hull & Machinery:AI Coastwise and Inland Hull ClausesDeliberate Damage (Environmental Hazard)Engines & Machinery (Actual Cash Value)Engines & Machinery - Limited Perils OnlyNo Lay Up WarrantyNo Release To Tower WarrantyTotal Loss Hull Premium Earned ClauseVessel Stability Protection & Indemnity:SP-38Collision Liability - P&I ExtensionDiving & Swimming ExclusionFood & Beverage ExclusionHealth Hazard ExclusionLiability LimitationNo Release To Tower Warranty TIDAL-1
09/26/2023Tidal Marine Construction, Inc

NOTEPAD
PAGE
INSURED'S NAME Date
3 Sanction Limitation and Exclusion ClauseAsbestos ExclusionAIMU Communicable Disease Exclusion Eff. 7/5/2022Excess Liability Limit increased to:$7,500,000 Per Occurrence$15,000,000 AggregateFor Ames Construction - Project installingand removing a turbidity curtain at the San Gabriel Reservoir in Azusa, CA Contractor's Equipment eff. 08/24/23 to 10/14/23 OMH 4016508-06Owned Equipment: $163,300Rented/Leased Equipment: $150,000 Any One Item; $350,000 All ItemsA.I. Cyber Exclusion ClauseA.I. Communicable Disease ExclusionWaterborne Coverage excluding Ice & FreezingEquiment Rented/Leased from others OP ID: GB
Excess Liabilities:Policy FormUnderlying Insurance Schedule: MGL; Comm AutoExcess Liability Exclusions - "Occurrence"Action Over / Indemnity BuybackPollution Endorsement - Sudden & Accidental LimitationBlanket AI / WOS (Follow Form Limitation)Cross Liability ExclusionEmployment Relations ExclusionLeased Worker ExclusionMold, Fungus, Bacteria, Virus and Organic Pathogen ExclusionHealth Hazard ExclusionLead ExclusionTerrorism Exclusion Clause - AbsoluteInstitute Extended Radioactive Contaminiation ExclusionInstitute Extended Radioactive Contamination Exclusion (USA)Chemical, Biological, Bio-Chemical, Electromagnetic Weapons ExclusionInstitute Cyber Attach ExclusionAbsolute Minimum Premium (25% Minimum) This certificate of insurance neither affirmatively nor negatively alters,amends, or extends the coverage afforded by Policy(ies) issued by theInsurer(s) listed on this certificate.

TIDAL-1
09/26/2023Tidal Marine Construction, Inc

CONTRACT

ROUTING SHEET
Contract Cover/Routing Form: Must Accompany ALL Contracts; however, it is NOT part of the contract.

Various
Utilities
11/14/2023
Megan Thomas
Q21141311004
[email protected]
On-Call Underwater Diving and Remote Operated Vehicle (ROV) Services for Drinking Water and Stormwater Facilities 2023-01377YES
Jacqueline Martinez
$750,000.00

Form Approved by City Attorney 7-13-2020 Page 1
CONTRACT #:

CITY OF SACRAMENTO

PROFESSIONAL SERVICES AGREEMENT*

THIS CONTRACT is made at Sacramento, California, by and between the CITY OF SACRAMENTO, a charter city and

Underwater Resources, Inc.
866 Estabrook Street
San Leandro, CA 94577
Phone: (510) 957-5097/E-mail: [email protected]