04_Agreement_Z_&_K_Consultants_1.10.2024 (1) — San Marino City Council, December 10, 2025

PROFESSIONAL SERVICES AGREEMENT
between
The City of San Marino
2200 Huntington Drive
San Marino, CA 91108
&

Z&K CONSULTANTS
473 E. Carnegie Drive, Suite 200
San Bernardino, CA 92400
This Professional Service Agreement ("the Agreement") is made as of January 10, 2024 (the "Effective Date"), by and between Z&K CONSULTANTS, Incorporated (Consultant"), and the City of San Marino ("City"), a California municipal corporation, (collectively, "the Parties").
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RECITALS
A. City desires certain professional services as specified in this Agreement.

B. Consultant represents that it is qualified and able to provide City with such services.
promises, Co THERe, an ito stated iren te Parriere tore as for th

AGREEMENT

1.0 Scope of Services

1.1. Consultant shall provide those services ("Services") set forth in the attached Exhibit A.

Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City.

In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local laws, ordinances, codes, and regulations.

Consultant shall not be compensated for any work performed unless it is specified in Exhibit A or City authorizes such work in advance and in writing. Any work so authorized by City shall become part of the Services for purposes of this Agreement.

2.0 Term
The term of this Agreement shall commence as of the Effective Date and shall continue through December 31, 2025 unless sooner terminated as provided in Section

5.0 of this Agreement.

3.0 Consultant's Compensation
City will pay Consultant in accordance with the fee schedule set forth in Exhibit B but in no event will the City pay more than $230,000. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibit B, unless otherwise approved by City in writing.

Pursuant to Section 02.06.05 of the San Marino City Code, this Agreement shall not be effective unless previously approved by the City Council if it is for professional services of greater than thirty thousand dollars ($30,000.00).

4.0 Method of Payment

4.1. Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end 2 of 14
of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant all undisputed charges within 30 days of receiving Consultant's invoice.

City will not withhold any applicable federal or state payroll and other required taxes, or other required or authorized deductions from payments made to Consultant.

4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the expiration or earlier termination of this Agreement.

5.0 Termination

5.1. City may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to Consultant at least thirty (30) calendar days before the termination is to be effective.

5.2. Consultant may terminate this Agreement for cause in the event City fails to cure a default under this Agreement within thirty (30) days after Consultant has given City notice of such default.

5.3. Upon termination of this Agreement, Consultant shall cease all work under this Agreement and deliver to City all materials, reports, documents, notes or other written materials compiled through the last working day this Agreement is in effect. City shall pay Consultant for all services satisfactorily rendered through the last working day this Agreement is in effect; provided that in no event, including but not limited to termination, shall Consultant be entitled to receive more than the maximum compensation set forth in Section 3. Neither party shall have any other claim against the other party by reason of termination pursuant to this Section 5.0.

6.0 Reports, Information, and Work Product

6.1. Consultant shall deliver to City: (1) any reports on the status of the Services upon City's request and in such time and in such form as City may require; and (2) all material furnished to Consultant by City upon City's request and/or upon the expiration or termination of this Agreement.

6.2. Unless the Parties agree in writing, all draft and final reports, documents, and other written material, and any and all images, ideas, concepts, designs including without limitation any website designs, source code, object code, electronic data and files, and/or other media whatsoever created or developed by Consultant in the performance of this Agreement (collectively, "Work Product") shall be considered to be "works made for hire" for the benefit of City. All Work Product and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City upon final 3 of 16
payment being made. Consultant shall not obtain or attempt to obtain copyright protection as to any of the Work Product. Consultant hereby assigns to City all rights of ownership to the Work Product, including but not limited to any and all related intellectual property and proprietary rights that are not otherwise vested in the City pursuant to this paragraph.

Consultant warrants and represents that it has secured all necessary licenses, consents or approvals necessary to the production of the Work Product, and that upon final payment, City shall have full legal title to the Work Product, and full legal authority and the right to use and reproduce the Work Product for any purpose.

Consultant shall defend, indemnify, and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of city officials, harmless from any loss, claim, or liability in any way related to a claim that any use by the City of any of the Work Product violates federal, state, or local laws, or any contractual provisions, or any rights or laws relating to trade names, licenses, franchises, copyrights, patents, or other means of protecting intellectual property rights, and/or interests in products, ideas, or inventions.

Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret, or trademarked documents, materials, equipment, devices, or processes in connection with its provision of the Work Product produced under this Agreement. any use by city of any of the Work Product or other deliverables is held to constitute an infringement and the use of any of the same is enjoined, Consultant, at its expense, shall: (a) secure for City the right to continue using such Work Product and/or other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (b) modify the Work Product and other deliverables so that they become non- infringing while remaining in compliance with the requirements of this Agreement.

6.4. Consultant's obligations under this Section 6.0 shall survive the expiration or termination of this Agreement.

7.0 Party Representatives

7.1. City's representative for purposes of this Agreement is the City Manager or the person designated in writing by the City Manager. The City Manager's designee may exercise the authority of the City Manager provided in this Agreement excepting approval of any expenditure that would exceed a total compensation allowed under the Agreement.

7.2. Crystal Fraire is Consultant's representative for purposes of this Agreement.

8.0 Notices

8.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses:
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To City: City of San Marino
2200 Huntington Drive
San Marino, California 91108
Attn: City Manager
To Consultant: Z&K Consultants
473 E. Carnegie Drive, Suite 200
San Bernardino, CA 92400
Attn: Crystal Fraire
occurred, regardeas notice mail be deemed adequate notice on the date actual notice

9.0 Independent Consultant

9.1. Consultant is an independent contractor and not an employee of City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

9.2. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from Consultant's personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. All duties of Consultant under this Section

9.2 shall survive termination of this Agreement.

9.3. In the event that Consultant provides any of the Services by or through any employee or any person whose work under this Agreement becomes cause for any payment or contribution required by law, including but not limited to the California Public Employees' Pension Reform Act (PEPRA), to the Public Employee Retirement System, Consultant shall be solely responsible
Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from Consultant's failure to make any such payment or contribution. City shall have the right to offset against the amount of 5 of 16
any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. All duties of Consultant under this Section

9.3 shall survive termination of this Agreement.

10.0 Subcontractors
Unless otherwise specified in Exhibit A, no portion of this Agreement shall be subcontracted without the prior written approval of the City Manager. Consultant is fully responsible to City for the performance of any and all subcontractors, if any.

11.0 Assignment
Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City Manager. Any purported assignment without such consent shall be void and without effect.

12.0 Insurance

12.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements, including but not limited to additional insured endorsements, effecting coverage required by this Agreement on forms satisfactory to City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City, if requested. All certificates and endorsements shall be received and approved by City before work commences. City reserves the right to require complete, certified copies of all required insurance policies, at any time.

12.2. General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted.

12.3 Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned, or rented vehicles, in an amount not less than 1,000,000 combined single limit for each accident.

12. 4 Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in 6 of 16
the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and. Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement.

12.5 Workers' compensation insurance. Consultant shall maintain Workers' Compensation Insurance (statutory limits) and Employer's Liability insurance (with limits of at least $1,000,000).

Consultant shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of Agency, its officers, agents, employees, and volunteers.

12.7. Proof of insurance. Consultant shall provide certificates of insurance and required endorsements to Agency as evidence of the insurance coverage required herein. Insurance certificates and endorsements must be approved by Agency's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with Agency for the contract period and any additional length of time required thereafter. Agency reserves the right to require complete, certified copies of all required insurance policies, at any time.

12.8 Duration of coverage. Consultant shall procure and maintain for the contract period, and any additional length of time required thereafter, insurance against claims for injuries to persons or damages to property, or financial loss which may arise from or in connection with the performance of the Work hereunder by Consultant, their agents, representatives, employees, or sub-consultants.

12.9 Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by Agency shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of Agency before the Agency's own insurance or self- insurance shall be called upon to protect it as a named insured.

12.10 Agency's rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled • oes nor come wint to bolin the. and not replaced, Agency has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by Agency will be promptly reimbursed by Consultant or Agency will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, Agency may cancel this Agreement.

12.11 Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact 7 of 16
business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the Agency's Risk Manager.

12.12 Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against Agency, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against Agency and shall require similar written express waivers and insurance clauses from each of its subconsultants.

12.13 Enforcement of contract provisions (non estoppel). Consultant • acknowledges and agrees that any actual or alleged failure on the part of the Agency to inform Consultant of non-compliance with any requirement imposes no additional obligations on the Agency nor does it waive any rights hereunder.

12.14 Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the Agency requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Agency.

12.15 Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide the Agency with a thirty 30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any of the Consultant's insurers are unwilling to provide such notice, then Consultant shall have the responsibility of notifying the Agency immediately in the event of Consultant's failure to renew any of the required insurance coverages, or insurer's cancellation or non-renewal.

12.16 Additional insured status. General liability, automobile liability, and umbrella/excess liability insurance policies shall provide or be endorsed to provide that Agency and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies.

12.17 Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to Agency and approved of in writing.
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12.18 Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross- liability exclusions.

12.19 Pass through clause. Consultant agrees to ensure that its sub- consultants, subcontractors, and any other party who is brought onto or involved in the project/service by Consultant (hereinafter collectively "Subcontractor"), provide the same minimum insurance coverage and endorsements required of Consultant under this Agreement. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. However, in the event Consultant's Subcontractor cannot comply with this requirement, which proof must be submitted to the Agency, Consultant may still be able to utilize the Subcontractor provided Consultant shall be required to ensure that its Subcontractor provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with Subcontractor's scope of work and services, with limits less than required of the Consultant, but in all other terms consistent with the Consultant's requirements under this Agreement. This provision does not relieve the Consultant of its contractual obligations under the Agreement and/or limit its liability to the amount of insurance coverage provided by its subcontractors. This provision is intended solely to provide Consultant with the ability to utilize a Subcontractor who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of the Consultant under this Agreement given the limited scope of work or services provided by the subcontractor.

Consultant agrees that upon request, all agreements with Subcontractors, and others engaged in the project and/or services, will be submitted to Agency for review.

12.20 Agency's right to revise specifications. The Agency reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the Agency and Consultant may renegotiate Consultant's compensation.

12.21 Self-insured retentions. Any self-insured retentions must be declared to and approved by Agency. Agency reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible, or require proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention through confirmation from the underwriter.

12.22 Timely notice of claims. Consultant shall give Agency prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
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12.23 Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

13.0 Indemnification, Hold Harmless, and Duty to Defend

13.1. To the maximum extent permitted by law, Consultant shall defend, indemnify, and hold City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials (collectively "Indemnitees") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts or omissions of Consultant, its employees, its agents, or its subcontractors in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Consultant shall defend Indemnitees, at Consultant's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided.

Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, City, its directors, officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement.

13.2. Consultant must obtain executed indemnity agreements with provisions identical to those in Section 13.1 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of the Services. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless, and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged, or threatened, arising or claimed to arise out of, pertaining to, or relating to the acts or omissions of Consultant's subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors, or their respective officers, agents, servants or employees (or any entity or individual that Consultant's subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Claims arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties.

14.0 Equal Opportunity
Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, 10 of 16
ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination.

15.0 Labor Certification

15.1. By its signature hereunder, Consultant certifies it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code. Consultant shall provide evidence of such coverage before commencing the performance of the Services.

15.2. Consultant certifies that in the performance of the Services, Consultant shall not, in any manner, employ any person or contract with any person so that any Services so performed by such person would be subject to the workers' compensation laws of the State of California unless and until Consultant gives City a certificate of consent to self-insure or a certificate of Workers' Compensation Insurance Coverage.

15.3. In the event Consultant hires a subcontractor who has employees to perform the Services or any part thereof, then Consultant shall either require the subcontractor to obtain Workers' Compensation Insurance Coverage, or must obtain Workers' Compensation Insurance Coverage for the subcontractor's employees.

15.4. Any Workers' Compensation Insurance Coverage required by or for this Agreement shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, its agents, and its subcontractors.

16.0 Entire Agreement
This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties.

17.0 Severability
The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement.

18.0 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California.

19.0 No Third Party Rights
No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement.
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20.0 Waiver
No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise.

21.0 Headings
Headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement.

22.0 Force Majeure
Consultant shall not be liable for any failure to perform any obligation under this Agreement if Consultant presents that City in its sole judgment deems acceptable that such failure was due to strikes, lockouts, labor disputes, embargoes, acts of God, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond Consultant's reasonable control and not due to any act by Consultant.

23.0 Final Payment Acceptance Constitutes Release
Consultant's acceptance of City's final payment under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for the Services or anything done or furnished relating thereto. Neither City's payment to Consultant nor approval of payment constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, sub-contractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such or payment or approval be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents.

24.0 Prohibited Interests; Conflict of Interest

24.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services.

Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 12 of 16

24.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift.

24.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection.

25.0 Attorneys' Fees
If either party commences any legal, administrative, or other action against the other party arising out of or in connection with this Agreement, the prevailing party in such action shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith.

26.0 Exhibits
Each exhibit referenced in this Agreement is hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control.

27.0 Corporate Authority

27.1. Each person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of Consultant and that by his or her execution, Consultant is formally bound to the provisions of this Agreement.

27.2. Consultant certifies it is aware of the requirements of Sections 313 of the California Corporations Code. If Consultant is a corporate entity, it shall either:
(a) provide City written proof that each person executing this Agreement on Consultant's behalf is duly authorized to bind Consultant; or (b) provide two signatories to this Agreement, of whom the first must be Consultant's chairman of the board, president, or a vice president and the second must be Consultant's secretary, an assistant secretary, its chief financial officer, or an assistant treasurer. 13 of 16
IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the Effective Date.

CITY OF SAN MARINO CONSULTANT
By: Phihan C - By:_ Crystal raine
hilippe Eskandar (Sign)
City Manager Name: Crystal Fraire
(Print)
Attest:

Title: President
By: Alison Walker (Print)
City Clerk
By:_ sack
Approved as to Form: (Sign)
Name: Zack Faqih
By Ch Mans (Print)
Joseph Montes
Title: Vice President
City Attorney (Print)
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Exhibit A
Scope of Services
Scope of Services found on following page
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Z&K will take a proactive approach with the Contractor and the Design Engineer to ensure the quality of the RFI process is maintained. Finally, Z&K regularly performs internal audits of its field operations to ensure the proper implementation of procedures for Z&K's quality assurance program.

INFORMATION MANAGEMENT | Proper information flow is crucial to the success of a project. A construction project generates a large amount of information, which must be distributed to all parties on a timely basis. The source of this contracts, meeting minutes, drawings and specifications, submittals requests for information (RFls), pay requests, invoices, inspection reports, and so forth. Z&K, as CM, will act as the hub for the management of all information flow. Z&K has extensive experience providing document management solutions for its clients. Z&K's approach to information management also includes building a communication framework to continually foster partnering and teamwork relationships for all the project stakeholders. Z&K builds this framework from the start of the project with an all-inclusive kick-off meeting where the lines of communication and project responsibilities will be clearly explained to all the project stakeholders.

The emphasis on project communication continues throughout the project with the weekly construction meetings. At each weekly meeting, all ongoing issues will be reviewed and discussed. All project stakeholders will be invited to the meetings.

An agenda of meeting topics will be distributed in advance and include items such as safety, old business, updated progress of the work, RFls, submittals, testing and inspection reports, non-conformance notices, environmental monitoring, change orders, three-week-look-ahead schedule, pay requests, and so forth. Unresolved issues will be carried over to the next week's meeting until a final resolution is obtained.

CODES & PROCEDURES MANAGEMENT | Z&K has a strong knowledge of the City, County, State, and Federal codes and procedures that are required to deliver a successful project. Z&K will ensure that all codes and procedures are properly followed for the City's Project.

Some of the requirements are as follows:

Project Construction Documents Caltrans Construction Manual City Standards and Design Manuals Caltrans Safety Manual California Building Code OSHA Construction Safety
California Plumbing Code Orders
California Mechanical Code 10/30-hr OSHA Training
California Electrical Code Certification
California Building Energy Efficiency Standards Local Assistance Procedures Title 24, Part 2, 2.5, 3, 4, 5, 6, 11 Manual (LAPM)
California Fire Code State and Federal Building Codes (Site California Residential Code Accessibility)
California Green Building Code County Procedures and Guidelines California Disabled Regulations Work Area Traffic Control Handbook (WATCH) City Codes & Ordinances Manual
City Grading Code & Manual Manual of Uniform Traffic Control Devices APWA "Greenbook" Standard Specifications for (MUTCD)
Public Works Construction Project Safety Plan (PSP)
Caltrans Standards, Specifications, and Site Health and Safety Plan Procedures Activity Hazard Analysis (AHA)

SCOPE OF SERVICES
Our Team's relevant experience allows them to provide overall administration of the construction process based on their unique ability to fully understand the construction process, work proactively to identify problems early, and to mitigate each Pepection, series for the cily or an Mamo 3 Sireef Renaition Program k an wil provide excelen Conscion Z&K acknowledges our ability to meet the contract requirements for the work listed under the scope of services, along with any additional services that the City should require. The Z&K Team, at a minimum, will perform the following:

PRE-CONSTRUCTION PHASE
Preconstruction Conference |Z&K will schedule, coordinate, and conduct a pre-construction conference with the City, great one and or gordon no ask tie rod be led mongo he red The mo a i get ne he contractor's responsibility for items such as order of work, permit and environmental agreements, safety and access progress pav requests, labor compliance, submittals, RFls. CCOs, quality control, materials certification, schedule updates and
issuing the Notice to Proceed to the Contractor. Z&K will prepare and promptly distribute meeting minutes to all attendees.

Z&K has carefully selected this "A-Team" of and committed our most qualified staff for the duration of the contract to deliver a successful project. All assigned Z&K Inspectors and Construction Managers are committed to provide their services at all times required by the contract. Our proposed personnel have successfully provided construction management and inspection for a variety of projects. The Z&K Inspectors are on site daily to observe construction operations and materials and compare them with the project plans and specifications.

CONSTRUCTION PHASE
Construction Inspection Services | Z&K Inspectors have experience providing inspection services for numerous capital improvement projects. including storm drain and pipeline relocations, street improvements, traffic signal improvements, roadway widenings, striping, traffic control, and utility protection, and are well aware of how important project quality control is to the overall success of a project. Throughout each project, the inspectors will review contract documents, plans, and permits._Inspectors will monitor and enforce construction noticing requirements. The Z&K Inspectors will use their expertise to provide field conflict resolutions. The Inspectors' primary duties will be to inspect and verify all work in place meets the requirements of the contract plans and specifications, traffic control plans, shop drawings, change orders, and O&M manuals as well as maintenance of project documentation.

In addition to the construction activities, the project team must also review and enforce the requirements stipulated in the permits issued by regulatory and environmental agencies. Our team has extensive experience with working with the State Department of Fish and Wildlife, Department of Water Resources, and other state and federal agencies that may have input on the project.
skill, and experience to inspect all the anticipated construction operations that this contract may require. Inspectors will verify that all work in place meets the requirements of the contract plans and specifications, traffic control plans, shop drawings, change orders, and 0&M manuals as well as maintenance of project documentation. Z&K will verify that all work conforms with the requirements and identify any issues of non-compliance with the applicable codes. Inspectors will meet with the project design team and City staff to work out any issues and resolve them quickly and efficiently. Z&K proposed staff will complete daily reports, including equipment, crews/personnel, and The Construction Manager will review the inspectors' daily reports and Z&K will review the contractor's work for compliance with contract and environmental documents. Z&K will perform labor compliance tasks as needed, including verifying certified payroll reports, DBE utilization, subcontractor utilization, and labor interviews. Z&K will review the contractor's submittals for compliance with contract documents. Z&K will also review the contractor's RFIs and either provide information from contract documents or route the request to the Design Engineer for resolution. Z&K will review the contractor's pay requests and recommendations to the City as to the acceptability of the Schedule Control | The Z&K Team will review and monitor the Contractor's schedule and evaluate work in progress each week. All findings that may require enforcement or corrective actions will be reported to the City for consideration. These weekly work in progress status updates will be reflected in the master project schedule. Z&K will regularly update this schedule to reflect construction progress and provide updates on anticipated closure, detours, etc. The Team will also provide updates to the City on any other pertinent project information affecting the construction schedule. This update will Daily Documentation | The Z&K proposed staff will complete and maintain field file bound workbooks including daily, weekly, and monthly reports logging any working day reports, change order documentation, equipment on site crews/personnel, and photographs (before, during and after construction). A monthly Construction Manager progress report will include an overview of work accomplished during the previous month, an overview of work to be accomplished the following month, an updated schedule (based on the Contractor's schedule of values), a list of problem areas, if any, and proposed corrective actions, and a bar graph comparing the monthly and cumulative invoiced amounts with the total authorized CM budget. These reports will be submitted via email and/or hardcopy.

Utility Coordination | The Z&K Team will provide ongoing coordination with public utilities to resolve any questions or conflicts, and to avoid any potential delays or additional costs to the project. Any conflicts with utilities will be reported to the utility company and Z&K will work to coordinate the relocation or removal of the utility. The resolution will be reported to the City. Our team will ensure that the Contractor is aware of all existing underground utilities by ensuring that Dig Alert tickets are current and up to date prior to excavation. We will keep track of hazardous and non-hazardous and conflictina utilities during our progress meetings. Additionally, we will communicate with utilities early since various utilities may need to be adjusted by the Owner and require utility coordination.

Communication |Z&K will establish coordination and a line of communication to be used among participants throughout the project. Our Construction Manager,
hase. Z&K will document all necessary communications throughout the project and will ensure that all questions anc he emphasis on project communication continues throughout the project with the weekly construction meetings. At each weekly meeting, all ongoing issues will be reviewed and discussed. All project stakeholders will be invited to the weekly meeting. An agenda of week's meeting until a final resolution is obtained. Z&K will prepare and promptly distribute meeting minutes.

Storm Water Pollution Prevention Plan | Z&K Inspectors will enforce water quality best management practices and SWPPP throughout all phases of the project. Z&K understand the importance of managing the Storm Water Pollution Prevention Plan (SWPPP). Our team includes QSD/Ps and inspectors fully knowledgeable regarding storm water BMP implementation and maintenance requirements.

Our team is very knowledgeable in the development, implementation, and reporting requirements of a SWPPP. The Contractor will be required to file a Notice of Intent (NOI) with the SWRCB and to develop a SWPPP. We will monitor the contractor for compliance and confirm that required sampling takes place during rain events and required reports are filed into SMARTS. We will review the contractor's compliance with regulatory permits, mitigation measures, storm water regulations, and the SWPPP. ZaK will notify the Contractor immediately if control measures are not installed correctly and vil oversee a prompt correction. We will be available to assist with document review, uploading document to SMARTS system, obtaining a WDID number, and the implementation of the plan constructability Review The 2&K Team is aware that prompt constructability reviews and implementation of value Upon notice-to-proceed (NTP), the Z&K Team will conduct :
thorough constructability review that will focus on anticipating issues in the field and resolve them through fast and flexible problem solving. This approach will result in timely completion of the work, claims avoidance, and the reduction of public inconvenience. The Z&K Team will maintain a master project schedule to include all completed and scheduled work. Z&K will provide updates on anticipated closure, detours, etc. The Team will also provide updates to the City on construction progress and any other pertinent project information.

Public Outreach | Z&K will assist the City in providing concierge-level services to impacted residents as it relates to their access into and out of their roperty, noise, dust, and general disruption to the neighborhood. Z&K will and businesses in
surrounding neighborhood by providing community outreach and a contact person to manage public relations for the duration of the project. At a minimum, the Z&K team will establish and manage a construction 24-hour hotline (toll free number), website, and email address for project stakeholders, issues and concerns. All calls and public complaints will be documented and Permitting Requirements | Throughout the project, the inspectors will review state forms, permitting requirements, agency
requirements, local regulations, and any other contract documents or plans to ensure the project's compliance. Inspectors will monitor and enforce construction noticing requirements. The Inspectors' primary duties will be to inspect and verify all work in place meets the requirements of the contract plans and specifications, traffic control plans, shop drawings, change orders, and O&M manuals as well as maintenance of project documentation. In addition to the construction activities, the project team must also review and enforce the requirements stipulated in the permits issued by any regulatory and environmental agencies involved in the project. Our team has extensive experience with working with the State Department of Fish and Wildlife, Department of Nater Resources, and other state and federal agencies that may have input on the project.

Critical Path Method Schedule | The Team will review the Contractor's critical path method schedule to monitor the project progress, define the critical path tasks, and provide, on a monthly basis, an update of accomplishments and projected project schedule goals for the following month. We will check the schedule for activities with start dates that did not begin during the review period. This proactive approach flags potential delay issues for further discussion. The Z&K Team has extensive experience in dealing with changes from unforeseen conditions, owner-initiated changes, and other types of delays. The Contractor will be required to submit a time impact analysis for any issue with the potential to delay the overall progress of the work. Z&K will mitigate the delay as the first course of action Weekly Progress Meetings |Z&K will schedule, coordinate, and conduct weekly construction meetings with City representatives, contractors, and other agencies related to the project. At each weekly meeting, all ongoing issues will be reviewed and discussed. All project stakeholders will be invited to the weekly meeting. An agenda of meeting topics will be distributed in advance and include items such as safety, old business, updated progress of the work, request for information (RFls), submittals, testing and inspection reports, non-conformance notices, contract issues, procedures, environmental monitoring, change orders (COs), look-ahead schedule for upcoming work, pay requests, and so forth. Unresolved issues will be carried over to the next week's meeting until a final resolution is obtained. Z&K will prepare and promptly distribute meeting minutes to all attendees.

Safety Compliance |Z&K Consultants take extreme pride for being a very safety conscious organization implementing a safe environment both in our offices and on our proiect sites. We monitor the Contractor and their subcontractors for safety compliance for meeting local, state, and federal safety requirements. We also ensure the trades and the Contractor are always safety conscious in everything they do in the Project. Z&K will review the Contractor's compliance with workplace safetv and health standards and notifv the City of non-compliance. The Z&K Team is knowledgeable with the Caltrans Safety Manual and the Cal/OSHA Construction Safety Orders. The Inspectors will attend the Contractor's Safety Meetings and promote safety throughout the life of our contract. Z&K will review, monitor, document and enforce contractor safety rocedures for compliance with all safety laws and regulations. If any safety violations occur, Z&K will take immediate actiol correct the issue and report anv incidents to the Citv. All Z&K staff will observe construction safety, public safety an eate win the calrans Satesy Mar convenience. Z&K Inspection staff is knowledgeable with the Caltrans Safety Manual and the OSHA Construction Safety Orders.

Progress Payments | The Z&K staff bring a detailed understanding of the City processes for administering Contractor progress payments per the City's standards & procedures. We will work closely under the direction of the City and with the contractor to verify that the contractor's payments are processed promptlv bv the contract documents and Citv's procedures. Z&K will reconcile the work done with the pav reguests. Z&K will work with the Contractor on required corrections to the pay requests and ensure that they are in the format and forms required by the City. The pay requests will be submitted to the City with a statement that they have been reviewed. Z&K will ‹eep accounts of all pay requests including amounts retained, dates submitted, dates paid, actual payments, changes ir contract amounts, and any other pertinent information.

Document Control Quality assurance includes quality of the constructed work as well as the quality of the Contractor's document processes (such as the Contractor's submittals and RFls). In Z&K's experience, lack of quality in the paperwork with items such as poor submittals and unanswered RFls mav lead to lack of quality in the constructed product. Deficiencies in submittal quality control by the Contractor often leads to incorrect or inferior equipment and materials being installed. Z&K will be proactive with the Contractor to ensure the quality of their submittals. Likewise, lax procedures for the processing ol RFis may lead to misunderstandings and delays. The Z&K CM will take a proactive approach with the Contractor and the Design Engineer to ensure the quality of the RFi process is maintained. Finally, Z&K regularly performs internal audits of its field operations to ensure the proper implementation of procedures for Z&K's quality assurance program.

Z&K will ensure that the City complies with federal and state reporting requirements. Our team is experienced in complying with both state and federal grant reporting and filing requirements. We pay close attention to these requirements and deadlines so that project funding remains unaffected and so that file audits are conducted quickly and efficiently. Our team is also experienced in ensuring that project documents show compliance with DBE reporting requirements, DBE goals, and/or good faith effort documented. Z&K is extremely familiar with Federal-Aid implementation and the Caltrans Local Assistance Procedures. Proper Project, documentation is key in audits conducted by the Federal Highway Administration (FHWA) and Caltrans.

Our Inspectors know that a complete record of the project must include a full set of all contract drawings, addenda, specifications, change orders, logs, submittals, and RFI's. Filing will include correspondence with all stakeholders and permit agencies, reports (daily, weekly, monthly) showing all day-to-day operations, the contractor's workforce, and equipment. In addition to the materials on hand, materials testing reports and sampling, copies or all permits, SWPPP plan, all reports, updates, and all other contract documents related to the construction of the project wil e documented. Our internal QA/QC process is simple and does not require additional time demands of the City. Routinely. our Construction Manager or Inspectors will conduct independent reviews of the project records for their adherence to the required policies and procedures. Z&K will coordinate preparation of the as-built plans with the Design Engineer.

CLOSE-OUT PHASE
Our Construction Manager will take a proactive approach at processing close-out documentation by preparing a final punch items, which include
guarantees/warranties, subcontractor liens, retention, and final acceptance/certificates of completion, orderly transfer of key records and documents, resolution of outstanding issues, tinal payment preparation and processing along
with final acceptance or record drawings. Z&K will verifv the completion of the final punch list when the contractor has certified and demonstrated the work is substantially complete. Upon completion of the project and all items on the final punch-list (including all warranties, guarantees, and operation and maintenance manuals, in addition to
subcontractor liens, retention, and final
acceptance/certificates of completion), Z&K will provide the City with both hard and electronic copies of project documentation. Z&K will conduct a final inspection and
walk-through including City staff, Contractor,
maintenance/service personnel, and project
architect/desian consultant.

Upon completion of the project and following the final inspection and walkthrough, Z&K will provide the City with both hard and electronic copies of project documentation, including a report stating that the installation of all improvements required by the project have been completed in accordance with the plans and specifications. Z&K will calculate the amount of final payment due to the prime Contractor and prepare the proposed final estimate. Z&K will also review and of delivery of record drawings to the City and design engineer. Z&K will advise the City when the Notice of Completion (NOC) should be filed. Z&K will also provide the City with necessary data needed for acceptance of the project, such as release of retention, certification of release of all liens and stop notices, certification of delivery of record drawings. 7&K will conduct a final inspection and walk-through including City staff, Contractor, maintenance/service personnel, and roiect architect/desian consultant, and applicable agencies. Z&K will calculate the amount of final payment due to the prime contractor and prepare the proposed final estimate. Z&K will also review and process the release of retention. Z&K wil Exhibit B
Fee Schedule
Fee Schedule found on following page
16 of 16
November 29, 2023
Amber Shah, PE, Director of Parks and Public Works/City Engineer City of San Marino, Parks and Public Works Department CALIFORNIA 2200 Huntington Drive, San Marino CA 91108
Subject: Pricing Proposal: Request for Qualifications/Request for Proposals for Project Management/Construction Inspection Services for Lift Station Improvement Program, Project No. 21-8022
Dear Ms. Shah,
Z&K Consultants Inc. (Z&K) proudly presents our Pricing Proposal for Project Management/Construction Inspection Services for the Lift Station Improvement Program, Project No. 21-8022. Our not-to-exceed total lump sum fee for Project Management/Construction Inspection Services is $230,000.00.

Z&K Consultants based our cost proposal on the scope of work provided in the Request for Proposals. All prevailing wage requirements will be followed by the team. All team members are in conformance with the State of California Labor compliance requirements. Rates included in our Cost Proposal are fully billable rates.

All overhead costs are included. All insurance will be in force at the time of contract execution.

Z&K has carefully selected this "A-Team" and committed our most qualified staff for the duration of the contract to deliver a successful project. We understand the importance of meeting budgets and schedules; we have a strategic plan in place to deliver projects with such benchmarks in mind. Our proposed team members are recognized as experts in Project Management and Inspection services and will provide "turn- key" Project Management and Inspection services for the City of San Marino Lift Station Improvement Program.

Below is a table with the hourly rate schedule:

Z&K Consultants, Inc Hourly Rates:

Senior Project Manager/Senior Construction Manager.. .. $160.00 Project Manager/Senior Construction Inspector ... ... $148.00 Office Engineer ... .. $138.00
I will serve as the contact person for the full duration on the contract and I am authorized to bind the firm to and are committed to the successful completion the City's important project.

Sincerely,
Crystal Traine
Crystal Fraire, PE, QSD/P | President, Z&K Consultants Inc. 951.310.7470 | [email protected]
17130 Van Buren Blvd, Suite 122, Riverside, CA 92504

Z&K CONSULTANTS

BUILDING SOLUTIONS
Z&K Consultants, Inc. | www.zandkconsultants.com | 951.310.7470

NOT-TO-EXCEED FEE SCHEDULE
The not-to-exceed fee amount is based on 200 working days. Any additional services needed beyond the contract scope of work shall require prior approval from the City. This cost assumes an average of 6 hours a day for the Project Manager/Senior Construction Inspector, 4 hours a week for the Senior Constructior Manager, and 5 hours a week for the Office Engineer.

PRICING PROPOSAL: REQUEST FOR QUALIFICATIONS/REQUEST FOR PROPOSALS FOR

PROJECT MANAGEMENT/CONSTRUCTION INSPECTION SERVICES FOR LIFT STATION

IMPROVEMENT PROGRAM
PROJECT NO. 21-8022
Senior Project
Manager/Senior Manager/Senior Office Total
Task / Construction Construction Engineer Total Cost
Classification Hours
Manager Inspector (Hrs)
(Hrs) (Hrs)
Hourly Rate $160.00 $148.00 $138.00
Pre-Construction
Phase
Construction Phase 160 1200 200 1,560 $230,000.00
Close-Out Phase
Totals $25,600.00 $177,600.00 $27,600.00 1,560 $230,000.00 Our proposed and fully committed team is fully capable and exceptionally qualified. They have held many leadership roles and supervisory management positions in many local agencies including the private and public sectors. All can multi-task, are multi-disciplined, and have a full understanding of all aspects of the proposed project requirements.

Z&K CONSULTANTS

BUILDING SOLUTIONS
Z&K Consultants, Inc. | www.zandkconsultants.com | 951.310.7470 Z&KCONS-01 SOPHIAGONZALEZ
ACORDi CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDAYYY) 5/17/2023
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

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 o this certificate does not confer rights to the certificate holder in lieu of such endorsements)

PRODUCER CONTACT
N551 or us Avery Services, Inc. (AC. NO, Ext): (714) 505-5550 TA, No: (714) 975-8966 Suite 500
Santa Ana, CA 92705
INSURERS) AFFORDING COVERAGE NAIC #
INSURERA: Travelers Property Casualty Company of America 25674 INSURED INSURER B: Travelers Casualty and Surety Company of America 31194 Z & K Consultants, Inc INSURER C:
22295 Jessamine Way INSURER D:

Corona, CA 92883
INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

IS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIO

INDICATED OTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH TH

ERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERM (CLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIM

INSR ADDL SUBF POLICY EFF LIMITS

LTR TYPE OF INSURANCE NSD WVD POLICY NUMBER
A COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 1,000,000 CLAIMS-MADE X OCCUR XX 6802J978123 5/18/2023 5/18/2024
5,000
MED EXP (Any one person)
PERSONAL & ADV INJURY 1,000,000
2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE
2,000,000

LOC PRODUCTS - COMPIOP AGG
OTHER:

A COMBINED SINGLE LIMIT 1,000,000
AUTOMOBILE LIABILITY (Ea accident).

X ANY AUTO X X BA6W8120541 5/18/2023 5/18/2024 BODILY INJURY (Per person) AUTOS ONLY BODILY INJURY (Per accident)

ROPERTY DAMAG
ar acciden
A X UMBRELLA LIAB X 5,000,000

OCCUR EACH OCCURRENCE
EXCESS LIAB CLAIMS-MADE CUP7W800864 5/18/2023 5/18/2024 AGGREGATE X RETENTIONS 0 Aggregate 5,000,000
DED

A REATUTE T

AND EMPLOYERS' LIABILITY YIN
x UB-9K77696A-23-47-G 5/18/2023 5/18/2024 EL EACH ACCIDENT 1,000,000 OFFICER/MEMBER EXCLUDED TE N/ A 1,000,000

ELL DISEASE - EA EMPLOYEE S
EESCRIPTON OF OPERATIONS below 1,000,000
B E&O Aggregate $2M 0105963601 711012023 7/10/2024 Ded EASE- POLICY LIMIT S 2,000,000

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of San Marino ACCORDANCE WITH THE POLICY PROVISIONS.

The ACORD name and logo are registered marks of ACORD

COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED
(ARCHITECTS, ENGINEERS AND SURVEYORS)
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

1. The following is added to SECTION II - WHO IS h. This insurance does not apply to "bodily AN INSURED:

Any person or organization that you agree in a
"written contract requiring insurance" to include as
an additional insured on this Coverage Part, but: specifically requires you to provide such a. Only with respect to liability for "bodily injury". coverage for that additional insured, and then "property damage" or "personal injury"; and the insurance provided to the additional b. If, and only to the extent that, the injury or insured applies only to such "bodily injury" or damage is caused by acts or omissions of "property damage" that occurs before the end you or your subcontractor in the performance of the period of time for which the "written of "your work" to which the "written contract contract requiring insurance" requires you to requiring insurance" applies, or in connection provide such coverage or the end of the with premises owned by or rented to you. policy period, whichever is earlier.

The person or organization does not qualify as an 2. The following is added to Paragraph 4.a. of additional insured: SECTION IV - COMMERCIAL GENERAL
respect to the independent acts or LIABILITY CONDITIONS:
omissions of such person or organization; or The insurance provided to the additional insured d. For "bodily injury", "property damage" or is excess over any valid and collectible other "personal injury" for which such person or insurance, whether primary, excess, contingent or on any other basis, that is available to the
organization has assumed liability in a additional insured for a loss we cover. However, if contract or agreement. you specifically agree in the "written contract The insurance provided to such additional insured requiring insurance" that this insurance provided is limited as follows: to the additional insured under this Coverage Part must apply on a primary basis or a primary and
e. This insurance does not apply on any basis to non-contributory basis, this insurance is primary any person or organization for which to other insurance available to the additional coverage as an additional insured specifically insured which covers that person or organizations is added by another endorsement to this as a named insured for such loss, and we will not Coverage Part. share with the other insurance, provided that:
f. This insurance does not apply to the (1) The "bodily injury" or "property damage" for rendering of or failure to render any which coverage is sought occurs; and "professional services".
(2) The "personal injury" for which coverage is
In the event that the Limits of Insurance of the sought arises out of an offense committed; Coverage Part shown in the Declarations
exceed the limits of liability required by the after you have signed that "written contract "written contract requiring insurance", the requiring insurance". But this insurance provided insurance provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III - person or organization is an additional insured Limits Of Insurance. under any other insurance.

COMMERCIAL GENERAL LIABILITY

3. The following is added to Paragraph 8., Transfer 4. The following definition is added to the Of Rights Of Recovery Against Others To Us, DEFINITIONS Section:
of SECTION IV - COMMERCIAL GENERAL "Written contract requiring insurance" means that LIABILITY CONDITIONS: part of any written contract under which you are We waive any right of recovery we may have required to include a person or organization as an against any person or organization because of additional insured on this Coverage Part, payments we make for "bodily injury", "property provided that the "bodily injury" and "property damage" or "personal injury" arising out of "your damage" occurs and the "personal injury" is work" performed by you, or on your behalf, done caused by an offense committed:
under a "written contract requiring insurance" with
that person or organization. We waive this right a. After you have signed that written contract; only where you have agreed to do so as part of b. While that part of the written contract is in the "written contract requiring insurance" with effect; and such person or organization
before, and in effect when, the "bodily injury" or c. Before the end of the policy period. "property damage" occurs, or the "personal injury"
offense is committed.

Page 2 of 2 ends

Includes the copyrighted material of Insurance Services Office, Inc., with its permission

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

AUTO COVERAGE PLUS ENDORSEMENT
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
A. BLANKET ADDITIONAL INSURED H. AUDIO, VISUAL AND DATA ELECTRONIC B. EMPLOYEE HIRED AUTO EQUIPMENT - INCREASED LIMIT
C. EMPLOYEES AS INSURED I. WAIVER OF DEDUCTIBLE - GLASS D. SUPPLEMENTARY PAYMENTS - INCREASED J. PERSONAL PROPERTY LIMITS K. AIRBAGS
E. TRAILERS - INCREASED LOAD CAPACITY L. AUTO LOAN LEASE GAP F. HIRED AUTO PHYSICAL DAMAGE M. BLANKET WAIVER OF SUBROGATION G. PHYSICAL DAMAGE - TRANSPORTATION

EXPENSES - INCREASED LIMIT
A. BLANKET ADDITIONAL INSURED performing duties related to the conduct of The following is added to Paragraph A.1., Who Is your business.

An Insured, of SECTION II - COVERED AUTOS 2. The following replaces Paragraph b. in B.5., LIABILITY COVERAGE: Other Insurance, of SECTION IV - BUSI- Any person or organization who is required under NESS AUTO CONDITIONS:
a written contract or agreement between you and b. For Hired Auto Physical Damage Cover- that person or organization, that is signed and age, the following are deemed to be cov- executed by you before the "bodily injury" or ered "autos" you own:
"property damage" occurs and that is in effect
(1) Any covered "auto" you lease, hire,
during the policy period, to be named as an addi- rent or borrow; and tional insured is an "insured" for Covered Autos
Liability Coverage, but only for damages to which (2) Any covered "auto" hired or rented by this insurance applies and only to the extent that your "employee" under a contract in person or organization qualifies as an "insured" an "employee's" name, with your under the Who Is An Insured provision contained permission, while performing duties in Section II. related to the conduct of your busi-
B. EMPLOYEE HIRED AUTO ness.

However, any "auto" that is leased, hired,

1. The following is added to Paragraph A.1., rented or borrowed with a driver is not a Who Is An Insured, of SECTION II - COV- covered "auto".

ERED AUTOS LIABILITY COVERAGE:

C. EMPLOYEES AS INSURED
An "employee" of yours is an "insured" while
operating a covered "auto" hired or rented The following is added to Paragraph A.1.., Who Is under a contract or agreement in an "em- An Insured, of SECTION II - COVERED AUTOS ployee's" name, with your permission, while LIABILITY COVERAGE:

COMMERCIAL AUTO
Any "employee" of yours is an "insured" while us- (2) An adjustment for depreciation and physical ing a covered "auto" you don't own, hire or borrow condition will be made in determining actual in your business or your personal affairs. cash value in the event of a total "loss".

D. SUPPLEMENTARY PAYMENTS - INCREASED (3) If a repair or replacement results in better LIMITS than like kind or quality, we will not pay for the amount of betterment.

1. The following replaces Paragraph A.2.a.(2) of
SECTION II - COVERED AUTOS LIABILITY (4) A deductible equal to the highest Physical COVERAGE: Damage deductible applicable to any owned
covered "auto".
(2) Up to $3,000 for cost of bail bonds (in-
cluding bonds for related traffic law viola- (5) This Coverage Extension does not apply to:
tions) required because of an "accident" (a) Any "auto" that is hired, rented or bor- we cover. We do not have to furnish rowed with a driver; or these bonds.
(b) Any "auto" that is hired, rented or bor-

2. The following replaces Paragraph A.2.a.(4) of rowed from your "employee"

SECTION II - COVERED AUTOS LIABILITY
G. PHYSICAL DAMAGE - TRANSPORTATION
COVERAGE:

EXPENSES - INCREASED LIMIT
(4) All reasonable expenses incurred by the The following replaces the first sentence in Para- "insured" at our request, including actual graph A.4.a., Transportation Expenses, of loss of earnings up to $500 a day be-

SECTION III - PHYSICAL DAMAGE COVER-
cause of time off from work.

AGE:

E. TRAILERS - INCREASED LOAD CAPACITY
We will pay up to $50 per day to a maximum of
The following replaces Paragraph C.1. of SEC- $1,500 for temporary transportation expense in- TION I - COVERED AUTOS: curred by you because of the total theft of a cov-

1. "Trailers" with a load capacity of 3,000 ered "auto" of the private passenger type. pounds or less designed primarily for travel H. AUDIO, VISUAL AND DATA ELECTRONIC on public roads. EQUIPMENT - INCREASED LIMIT
F. HIRED AUTO PHYSICAL DAMAGE Paragraph C.1.b. of SECTION III - PHYSICAL The following is added to Paragraph A.4., Cover- DAMAGE COVERAGE is deleted. age Extensions, of SECTION III - PHYSICAL I. WAIVER OF DEDUCTIBLE - GLASS DAMAGE COVERAGE:

The following is added to Paragraph D., Deducti-
Hired Auto Physical Damage Coverage ble, of SECTION III - PHYSICAL DAMAGE If hired "autos" are covered "autos" for Covered COVERAGE:

Autos Liability Coverage but not covered "autos" No deductible for a covered "auto" will apply to for Physical Damage Coverage, and this policy glass damage if the glass is repaired rather than also provides Physical Damage Coverage tor an replaced. owned "auto", then the Physical Damage Cover- J. PERSONAL PROPERTY age is extended to "autos" that you hire, rent or The following is added to Paragraph A.4., Cover- borrow subject to the following: age Extensions, of SECTION III - PHYSICAL (1) The most we will pay for "loss" to any one DAMAGE COVERAGE:
"auto" that you hire, rent or borrow is the Personal Property Coverage lesser of:

We will pay up to $400 for "loss" to wearing ap-
(a) $50,000; parel and other personal property which is:
(b) The actual cash value of the damaged or (1) Owned by an "insured"; and stolen property as of the time of the (2) In or on your covered "auto". "loss"; or
This coverage only applies in the event of a tota
(c) The cost of repairing or replacing the theft of your covered "auto" damaged or stolen property with other No deductibles apply to Personal Property cover- property of like kind and quality. age.

Page 2 of 3 ends

Includes copyrighted material of Insurance Services Office, Inc. with its permission.

COMMERCIAL AUTO
K. AIRBAGS (2) Any:

The following is added to Paragraph B.3., Exclu- (a) Overdue lease or loan payments at the sions, of SECTION III - PHYSICAL DAMAGE time of the "loss"; COVERAGE:
and tear or high mileage;
set forth in Paragraphs A.1.b. and A.1.c., but (c) Security deposits not returned by the les- only: sor;
a. If that "auto" is a covered "auto" for Compre- (d) Costs for extended warranties, Credit Life hensive Coverage under this policy; Insurance, Health, Accident or Disability Insurance purchased with the loan or
b. The airbags are not covered under any war- lease; and ranty; and
c. The airbags were not intentionally inflated. (e) Carry-over balances from previous loans or leases.

We will pay up to a maximum of $1,000 for any
one "loss". M. BLANKET WAIVER OF SUBROGATION
L. AUTO LOAN LEASE GAP The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us,
The following is added to Paragraph A.4., Cover-
of SECTION IV - BUSINESS AUTO CONDI-
age Extensions, of SECTION III - PHYSICAL TIONS:

DAMAGE COVERAGE:

5. Transfer Of Rights Of Recovery Against
Auto Loan Lease Gap Coverage for Private
Others To Us
Passenger Type Vehicles
We waive any right of recovery we may have
In the event of a total "loss" to a covered "auto" of
the private passenger type shown in the Schedule against any person or organization to the ex- or Declarations for which Physical Damage Cov- tent required of you by a written contract exe- rage is provided, we will pay any unpaid amount cuted prior to any "accident" or "loss", pro- lue on the lease or loan for such covered "auto' vided that the "accident" or "loss" arises out of less the following: the operations contemplated by such con- (1) The amount paid under the Physical Damage tract. The waiver applies only to the person or Coverage Section of the policy for that "auto"; organization designated in such contract.

TRAVELERSJ WORKERS COMPENSATION
AND

ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY
HARTFORD CT 0618:

ENDORSEMENT WC 99 03 76 ( A) - 001
POLICY NUMBER: UB-9K77696A-23-47-G

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 2.00 % of the California workers' compensation pre- mium.

Schedule
Person or Organization Job Description

ANY PERSON OR ORGANIZATION FOR ENGINEERS

WHICH THE INSURED HAS AGREED

BY WRITTEN CONTRACT EXECUTED

PRIOR TO LOSS TO FURNISH THIS
WAIVER.

Shitendorsement changes the policy to which it is attached and is effective on the date issued unless otherwise the porteration below is required only when this endorsement is issued subsequent to preparation of Endorsement Effective Policy No. Endorsement No.

Insured Premium
Insurance Company Countersigned by.

DATE OF ISSUE: 04-03-23 ST ASSIGN: Page 1 of 1

San Marino City CouncilDecember 10, 2025

San Marino City Council
December 10, 2025